Worldwide Healthcare Final Results

Fecha : 03/06/2020 @ 12:08
Fuente : UK Regulatory (RNS & others)
Emisora : Worldwide Healthcare Trust Plc (WWH)
Cotización : 3700.0  10.0 (0.27%) @ 05:03
Worldwide Healthcare Cotización de acciones Gráfica

Worldwide Healthcare Final Results

 
TIDMWWH 
 
Worldwide Healthcare Trust PLC 
 
               Audited Results for the Year Ended 31 March 2020 
 
The Company's annual report will be posted to shareholders on 9 June 2020. 
Members of the public may obtain copies from Frostrow Capital LLP, 25 
Southampton Buildings, London WC2A 1AL or from the Company's website at: 
 
www.worldwidewh.com 
 
The Company's annual report for the year ended 31 March 2020 has been submitted 
to the UK Listing Authority, and will shortly be available for inspection on 
the National Storage Mechanism (NSM): 
 
www.morningstar.co.uk/uk/nsm 
 
(Documents will usually be available for inspection within two business days of 
this notice being given) 
 
Mark Pope, Frostrow Capital LLP, Company Secretary - 0203 008 4913 
 
Strategic Report/COMPANY PERFORMANCE 
 
HISTORIC PERFORMANCE FOR THE YEARSED 31 MARCH 
 
                                        2015      2016      2017      2018      2019      2020 
 
Net asset value per share (total       53.0%    (9.0%)     28.9%      2.8%     13.7%      6.5% 
return)*? 
 
Benchmark (total return)*?             35.9%    (5.4%)     24.5%    (2.5%)     21.1%      5.7% 
 
Net asset value per share           2,039.3p  1,850.9p  2,367.2p  2,411.1p  2,722.9p  2,868.9p 
 
Share price                         1,930.0p  1,715.0p  2,304.0p  2,405.0p  2,730.0p  2,920.0p 
 
(Discount)/Premium of share price     (5.4%)    (7.3%)    (2.7%)    (0.3%)      0.3%      1.8% 
to 
 
net asset value per share? 
 
Dividends per share                    12.5p     16.5p     22.5p     17.5p     26.5p     25.0p 
 
Leverage?                              13.2%     14.0%     16.9%     16.4%      4.9%     12.0% 
 
Ongoing charges?                        1.0%      0.9%      0.9%      0.9%      0.9%      0.9% 
 
Ongoing charges (including              2.2%      2.1%      1.0%      1.2%      1.1%      0.9% 
performance fees paid or 
crystallised during the year)? 
 
*          Source: Morningstar 
 
?         Alternative Performance Measure (see Glossary). 
 
Strategic Report/CHAIRMAN'S STATEMENT 
 
Sir Martin Smith 
 
INVESTMENT PERFORMANCE 
 
Despite a slow start and the volatility in the market in March and April due to 
the SARS-CoV-2 virus, I am pleased to report that the year ended 31 March 2020 
has been a successful one for the Company. 
 
During the year to 31 March 2020 the Company's net asset value per share total 
return was +6.5% and the share price total return was +8.0%, outperforming the 
Company's benchmark, the MSCI World Health Care Index on a net total return, 
sterling adjusted basis, which rose by 5.7% during the year. The disparity 
between the performance of the Company's net asset value per share and its 
share price reflected an increase in the premium rating, from 0.3% at the start 
of the Company's financial year to 1.8% at 31 March 2020. 
 
The positive return over the year to 31 March as a whole reflected a weak first 
half, when net asset value per share total return was -2.7% and a very strong 
second half when the net asset value total return was +9.5%. It should also be 
noted that whilst the Company underperformed the benchmark by 8.7% in the first 
half of the year, in the second half it outperformed by 9.5%. This strong 
performance has continued post the Company's year end with both the Company's 
net asset value per share and share price reaching new all-time highs of 
3,583.2p on 29 May 2020 and 3,610.0p on 18 May 2020 respectively and for the 
first time in its history a total market capitalisation touching GBP2bn. 
 
During the year the Company's Portfolio Manager consistently pursued a strategy 
of being underweight in large pharmaceutical and biotechnology companies and 
overweight in emerging markets and emerging biotechnology companies, as they 
had found that the number of attractive investment opportunities there had 
increased markedly over recent years due in part to a strong biotechnology IPO 
market and also to increased levels of M&A activity. In the first half, this 
strategy was penalised primarily because of our conviction-based overweight 
positions in emerging biotechnology stocks which suffered during a period of 
market instability as investors switched out of these stocks in favour of large 
pharmaceutical stocks where we were underweight. In the second half our 
strategy paid off particularly in the third quarter of the financial year when 
investors refocussed on industry fundamentals leading to strong returns 
particularly from emerging biotechnology stocks and from emerging markets. 
 
Positive contributions during the year also came from our holdings in medical 
technology companies and healthcare services companies, whereas life sciences 
tools companies and also Japan did not perform so well and were negative 
contributors to performance during the year. 
 
Because almost all of the Company's assets are denominated in U.S. dollars, the 
Company's performance was helped during the year by the weakness of sterling, 
particularly against the dollar, where it depreciated by 4.8%. The Company had, 
on average, leverage of 8.6% during the year which contributed 0.5% to 
performance (2019: 15.4% contributing 1.6%. As at the year-end leverage stood 
at 12.0% compared to 4.9% at the beginning of the year. Our Portfolio Manager 
continues to adopt both a pragmatic and tactical approach with regard to the 
use of leverage. 
 
The impact of the coronavirus pandemic on markets in the first three months of 
2020 and subsequently has been dramatic. On balance the Company has been a 
beneficiary as, following a fall in the share price from 3130.0p, as at 
31 December 2019, to 2,920.0p, as at 31 March 2020, it has risen strongly since 
the Company's year-end to 3,505.0p, as at 2 June 2020 as investors recognised 
that a key consequence of this crisis is most likely to be a significant 
increase in investment in drug development and healthcare provision together 
with the development of more efficient methods of treatment delivery for 
patients. 
 
I highlighted last year that our Portfolio Manager had identified some 
opportunities for the Company to increase its exposure to unquoted securities 
through the investment in a small number of pre-initial public offering (IPO) 
healthcare companies. Our Portfolio Manager has continued to identify more of 
these exciting opportunities and they now represent 1.0% of the portfolio 
(2019: 0.5%). Overall though, the Company's total exposure to unquoted 
securities, which also includes some fixed interest holdings, is broadly the 
same as last year at 1.7% (2019:1.8%) as we have reduced these latter holdings. 
Shareholders will be aware the Company is able to invest up to 10% of the 
portfolio, at the time of acquisition, in unquoted securities. 
 
The long-term performance of the Company continues to be strong and it is 
pleasing to note that from the Company's inception in 1995 to 31 March 2020, 
the total return of the Company's net asset value per share has been +3,419.7%, 
equivalent to a compound annual return of +15.4%. This compares to a cumulative 
blended Benchmark return of +1,494.3%, equivalent to a compound annual return 
of +11.8% over the same period. Having just passed the Company's 25th 
anniversary this makes the Company the highest performing UK investment trust 
of those that have survived this period. 
 
Further information on the healthcare sector and on the Company's investments 
can be found in the Portfolio Manager's Review. 
 
CAPITAL 
 
The Company's share price traded at a premium to the net asset value per share 
for much of the year. In accordance with the Company's share price premium 
management policy 1,024,000 new shares were issued during the year at an 
average premium of 0.8% to the Company's cum income net asset value per share. 
This issuance gave rise to the receipt of GBP29.4m of new funds to the Company, 
which have been invested in line with the Company's investment policy. Since 
the end of the year a further 3,167,000 new shares have been issued raising 
107.6m of new funds. No shares were repurchased by the Company during the year 
and to the date of this report. 
 
The Company's share issuance and share buy-back authorities will as usual be 
proposed for renewal at the Company's Annual General Meeting to be held in July 
2020. 
 
REVENUE AND DIVID 
 
Shareholders will be aware that it remains the Company's policy to pursue 
capital growth for shareholders and to pay dividends at least to the extent 
required to maintain investment trust status. Therefore, the level of dividends 
declared can go down as well as up. A first interim dividend of 6.5p per share, 
for the year ended 31 March 2020, was paid on 9 January 2020 to shareholders on 
the register on 22 November 2019. Despite the weakness of sterling, the 
Company's net revenue return for the year as a whole decreased slightly to GBP 
14.3m (2019: GBP14.5 m) due, in part, to a reduction in exposure to higher 
yielding stocks in the portfolio referred to above. Accordingly, the Board has 
declared a slightly reduced second interim dividend of 18.5p per share (2019: 
20.0p per share) which, together with the first interim dividend already paid, 
makes a total dividend for the year of 25.0p (2019: 26.5p per share). Based on 
the closing mid-market share price of 3,505.0p on 2 June 2020, the total 
dividend payment for the year represents a current yield of 0.7%. The Board had 
intended this year to recommend the second dividend payment for the year as a 
final dividend to shareholders. However, in light of the ongoing response to 
the coronavirus pandemic, and in line with many other companies, the decision 
was taken to declare a second interim dividend, which enables the dividend to 
be paid without the prior approval of shareholders at the Annual General 
Meeting. 
 
The second interim dividend will be payable on 16 July 2020 to shareholders on 
the register of members on 5 June 2020. The associated ex-dividend date will be 
4 June 2020. 
 
COMPOSITION OF THE BOARD 
 
The Board continues to be conscious of the need to refresh its own membership, 
including my position as Chairman. I am pleased to report that a process, 
designed to achieve these changes in an orderly manner, is underway. I 
mentioned in my statement at the half-year stage that Dr Bina Rawal had joined 
the Board in November 2019. She has already contributed greatly to the Board's 
affairs. 
 
Dr David Holbrook, who serves as the Company's Senior Independent Director, and 
I joined the Board in 2007. In order to ensure a smooth succession, we will 
retire in consecutive years starting next year. David will retire at the 
conclusion of the Annual General Meeting ("AGM") to be held in 2021 and I will 
retire following the AGM in 2022. With regard to my successor as Chairman, the 
Company's Nominations Committee believes that, particularly during a time of 
Board refreshment, any candidate for the Chair should have served on the Board 
for some period of time before being proposed. After detailed consideration the 
Nominations Committee has asked current Director Doug McCutcheon to extend his 
term and assume the Chairmanship following the 2022 AGM. As new members are 
recruited, the Board will remain mindful of its commitment to a policy of 
diversity. 
 
COVID-19 AND OUTLOOK 
 
The World Health Organisation (WHO) first declared COVID-19 a world health 
emergency in January 2020. Since the virus was first diagnosed in Wuhan, China, 
it has been detected in over 190 countries and has claimed many thousands of 
lives. It is clear that the pandemic has had a far more severe impact on 
markets than previous virus outbreaks, with governments having taken 
unprecedented measures to contain the SARS-CoV-2 virus. However, despite 
significant negative economic implications in the short to medium term, 
resulting in high levels of volatility in world markets, our Portfolio Manager 
believes that the effects of the outbreak should not have a long-term 
detrimental effect on the healthcare industry. Indeed, they believe that 
healthcare, as a defensive sector, should prove more resilient economically 
during and following government-mandated lockdowns than other parts of the 
economy. There has been some temporary negative impact to commercial sales, 
some delays for clinical trials and a more dilutive financing environment with 
the decline in share prices. However, sales of drugs taken by patients at home 
have been minimally impacted and supply chain disruption for the sector has 
been largely non-existent. The U.S. Food and Drug Administration (FDA) has 
stated that it intends to adhere to drug approval timelines, and most 
healthcare companies have sufficient cash to avoid any imminent financing 
needs. Overall, our Portfolio Manager believes that any headwinds should be 
manageable for the sector. 
 
Our Portfolio Manager's strategy in light of the coronavirus outbreak remains 
largely unchanged. They are fundamental stock pickers and have been 
capitalising on market volatility to improve the quality of the portfolio and 
add to their best ideas. They have neither made significant changes to the 
overall structure of the portfolio nor altered their emphasis on emerging 
biotechnology and emerging market stocks. They are encouraged by the healthcare 
companies attempting to develop potential treatments and vaccines for COVID-19, 
but they have not actively sought out these companies, as the likelihood of 
success and the revenue potential from these therapies remains unknown. It 
should be noted though that portfolio company CanSino Biologics does have an 
active coronavirus program (a Chinese vaccine company which has already 
advanced a vaccine for coronavirus into human trials). 
 
Outside of the coronavirus pandemic, our Portfolio Manager believes that all of 
the fundamental investment themes for the healthcare sector remain intact: 
unprecedented innovation based on novel technologies, a collaborative FDA 
proactively approving new drugs, compelling valuations relative to historical 
norms, and expected continued merger and acquisition (M&A) activity. Our 
Portfolio Manager's focus remains on the selection of stocks with strong 
prospects for capital enhancement and your Board firmly believes that the 
long-term investors will be well rewarded. 
 
ANNUAL GENERAL MEETING 
 
The Company's Annual General Meeting ("AGM") will be held at the offices of 
Frostrow Capital LLP ('Frostrow'), 25 Southampton Buildings, London WC2A 1AL on 
Thursday, 9 July 2020 at 12 noon. 
 
The Board has considered how best to deal with the potential impact of the 
coronavirus outbreak on arrangements for the AGM. We are required by law to 
hold an AGM, but we are concerned for the safety and wellbeing of our 
shareholders and other attendees. Given the unprecedented circumstances, the 
Board has decided that this year we will conduct only the statutory, formal 
business to meet the minimum legal requirements. There will be no presentation 
from our Portfolio Manager and no opportunity to interact with the Directors 
and no shareholders will be admitted to the meeting. It may also prove to be 
necessary to postpone the meeting to a later date or to amend the entry 
restrictions as considered necessary at the time. 
 
The Board strongly encourages all shareholders to exercise their votes in 
respect of the meeting in advance and to submit any questions they may have to 
the Company Secretary. Shareholders can vote online by visiting 
www.signalshares.com and following instructions. Any shareholders who require a 
hard copy form of proxy may request one from the registrar, Link Asset 
Services. Voting by proxy will ensure that your votes are registered in the 
event that attendance at the AGM is not possible or restricted, or if the 
meeting is postponed (your votes will still be valid when the meeting is 
eventually held). The Board will continue to monitor the Government's advice 
and urges all shareholders to comply with any restrictions in place at the time 
of the AGM. 
 
Of course, in the event that the situation has improved, and we are able to 
hold a meeting with full participation from the Board and the Portfolio 
Manager, we will do so. We will keep shareholders updated via the Company's 
website, www.worldwidewh.com, in this regard. 
 
The Board is very keen to ensure that shareholders are kept informed. There is 
currently a presentation from our Portfolio Manager on the Company's website 
and a further presentation will be available on the day of the AGM. Further 
such presentations will be produced as the year progresses. 
 
Sir Martin Smith 
 
Chairman 
 
3 June 2020 
 
Strategic Report/INVESTMENT OBJECTIVE AND POLICY 
 
INVESTMENT OBJECTIVE 
 
The Company invests in the global healthcare sector with the objective of 
achieving a high level of capital growth. 
 
In order to achieve its investment objective, the Company invests worldwide in 
a diversified portfolio of shares in pharmaceutical and biotechnology companies 
and related securities in the healthcare sector. It uses gearing, and 
derivative transactions to enhance returns and mitigate risk. Performance is 
measured against the MSCI World Health Care Index on a net total return, 
sterling adjusted basis ("Benchmark"). 
 
INVESTMENT STRATEGY 
 
The implementation of the Company's Investment Objective has been delegated to 
OrbiMed by Frostrow (as AIFM) under the Board's and Frostrow's supervision and 
guidance. 
 
Details of OrbiMed's investment strategy and approach are set out in the 
Portfolio Manager's Review. 
 
While the Board's strategy is to allow flexibility in managing the investments, 
in order to manage investment risk it has imposed various investment, gearing 
and derivative guidelines and limits, within which Frostrow and OrbiMed are 
required to manage the investments, as set out below. 
 
Any material changes to the Investment Objective, Policy and Benchmark or the 
investment, gearing and derivative guidelines and limits require approval from 
shareholders. 
 
INVESTMENT POLICY 
 
INVESTMENT LIMITS AND GUIDELINES 
 
-       The Company will not invest more than 15% of the portfolio in any one 
individual stock at the time of acquisition; 
 
-       At least 50% of the portfolio will normally be invested in larger 
companies (i.e. with a market capitalisation of at least U.S.$10bn); 
 
-       At least 20% of the portfolio will normally be invested in smaller 
companies (i.e. with a market capitalisation of less than U.S.$10bn); 
 
-       Investment in unquoted securities will not exceed 10% of the portfolio 
at the time of acquisition; 
 
-       A maximum of 5% of the portfolio, at the time of acquisition, may be 
invested in each of debt instruments, convertibles and royalty bonds issued by 
pharmaceutical and biotechnology companies; 
 
-       A maximum of 30% of the portfolio, at the time of acquisition, may be 
invested in companies in each of the following sectors: 
 
  * healthcare equipment and supplies 
  * healthcare providers and services; 
 
-       The Company will not invest more than 10% of its gross assets in other 
closed ended investment companies (including investment trusts) listed on the 
London Stock Exchange, except where the investment companies themselves have 
stated investment policies to invest no more than 15% of their gross assets in 
other closed ended investment companies (including investment trusts) listed on 
the London Stock Exchange, where such investments shall be limited to 15% of 
the Company's gross assets at the time of acquisition. 
 
DERIVATIVE STRATEGY AND LIMITS 
 
In line with the Investment Objective, derivatives are employed, when 
appropriate, in an effort to enhance returns and to improve the risk-return 
profile of the Company's portfolio. There are two types of derivatives that 
were employed within the portfolio during the year: Options and Equity Swaps. 
Only Equity Swaps were employed as at the year end. 
 
The Board has set the following limits within which derivative exposures are 
managed: 
 
-       Derivative transactions (excluding equity swaps) can be used to 
mitigate risk and/or enhance capital returns and will be restricted to a net 
exposure of 5% of the portfolio; and 
 
-       Equity Swaps may be used in order to meet the Company's investment 
objective of achieving a high level of capital growth, and counterparty 
exposure through these is restricted to 12% of the gross assets of the Company 
at the time of acquisition. 
 
The Company does not currently hedge against foreign currency exposure. 
 
GEARING LIMIT 
 
The Board has set a maximum gearing level, through borrowing, of 20% of the net 
assets. 
 
LEVERAGE LIMITS 
 
Under the AIFMD the Company is required to set maximum leverage limits. 
Leverage under the AIFMD is defined as any method by which the total exposure 
of an AIF is increased. 
 
The Company has two current sources of leverage: the overdraft facility, which 
is subject to the gearing limit; and, derivatives, which are subject to the 
separate derivative limits. The Board and Frostrow have set a maximum leverage 
limit of 140% on both the commitment and gross basis. 
 
Further details on the gearing and leverage calculations, and how total 
exposure through derivatives is calculated, is included in the Glossary. 
Further details on how derivatives are employed can be found in note 16. 
 
Strategic Report/PORTFOLIO 
 
INVESTMENTS HELD AS AT 31 MARCH 2020 
 
                                                                           Market        % of 
                     Investments                       Country/region       value investments 
                                                                            GBP'000 
 
Takeda Pharmaceutical                                  Japan              102,474         6.1 
 
Merck                                                  USA                 93,243         5.6 
 
Alexion Pharmaceuticals                                USA                 76,394         4.5 
 
Novartis                                               Switzerland         72,669         4.3 
 
Boston Scientific                                      USA                 70,744         4.2 
 
Bristol-Myers Squibb                                   USA                 62,243         3.7 
 
Vertex Pharmaceuticals                                 USA                 57,165         3.4 
 
Biogen                                                 USA                 56,234         3.3 
 
Pfizer                                                 USA                 52,992         3.2 
 
Novo Nordisk*                                          Denmark             41,253         2.4 
 
Top 10 investments                                                        685,411        40.7 
 
Mirati Therapeutics                                    USA                 40,248         2.4 
 
eHealth                                                USA                 39,669         2.4 
 
Intuitive Surgical                                     USA                 38,643         2.3 
 
Humana                                                 USA                 38,360         2.3 
 
Neurocrine Biosciences                                 USA                 38,294         2.3 
 
DexCom                                                 USA                 38,003         2.3 
 
Stryker                                                USA                 32,910         2.0 
 
Natera                                                 USA                 31,943         1.9 
 
Cigna                                                  USA                 31,754         1.9 
 
Centene                                                USA                 30,926         1.8 
 
Top 20 investments                                                      1,046,161        62.3 
 
Gilead Sciences                                        USA                 30,122         1.8 
 
Shanghai Kindly Medical Instruments                    China               29,001         1.7 
 
Horizon Therapeutics                                   USA                 28,622         1.7 
 
HCA Healthcare                                         USA                 28,605         1.7 
 
Sarepta Therapeutics                                   USA                 25,406         1.5 
 
CanSino Biologics                                      China               24,133         1.4 
 
PTC Therapeutics                                       USA                 23,820         1.4 
 
Hansoh Pharmaceutical                                  Hong Kong           22,318         1.3 
 
Chugai Pharmaceutical                                  Japan               21,375         1.3 
 
uniQure                                                Netherlands         20,851         1.2 
 
Top 30 investments                                                      1,300,414        77.3 
 
Agios Pharmaceuticals                                  USA                 18,406         1.1 
 
Alphamab Oncology                                      China               17,630         1.1 
 
Edwards Lifesciences                                   USA                 16,933         1.0 
 
Exelixis                                               USA                 16,686         1.0 
 
Bausch Health                                          Canada              16,317         1.0 
 
Deciphera Pharmaceuticals                              USA                 16,290         1.0 
 
Pharmaron Beijing                                      China               16,125         1.0 
 
Burning Rock Biotech (unquoted)                        USA                 15,996         1.0 
 
IQVIA Holdings                                         USA                 15,220         0.9 
 
Turning Point Therapeutics                             USA                 14,974         0.9 
 
Top 40 investments                                                      1,464,991        87.3 
 
Jinxin Fertility Group                                 China               14,357         0.9 
 
Thermo Fisher Scientific                               USA                 13,862         0.8 
 
Sino Biopharmaceutical                                 China               12,719         0.8 
 
AtriCure                                               USA                 12,354         0.7 
 
Passage Bio                                            USA                 12,294         0.7 
 
BioMarin Pharmaceutical                                USA                 12,130         0.7 
 
MeiraGTx                                               USA                 11,305         0.7 
 
Ascendis Pharma                                        Denmark             10,989         0.7 
 
Frontage Holdings                                      USA                 10,754         0.6 
 
Prothena                                               Ireland             10,600         0.6 
 
Top 50 investments                                                      1,586,355        94.5 
 
*   includes Novo Nordisk ADR equating to 0.9% of investments. 
 
                                                                           Market        % of 
                     Investments                       Country/region       value investments 
                                                                            GBP'000 
 
Harpoon Therapeutics                                   USA                10,078          0.6 
 
Acadia Healthcare                                      USA                 9,444          0.6 
 
Adverum Biotechnologies                                USA                 8,767          0.5 
 
AbbVie                                                 USA                 7,628          0.5 
 
Benefytt Technologies                                  USA                 7,213          0.4 
 
Alcon                                                  Switzerland         7,137          0.4 
 
NanoString Technologies                                USA                 6,889          0.4 
 
Alliance HealthCare Services FRN 20/04/2024 (unquoted) USA                 5,666          0.3 
 
Athenex                                                USA                 5,606          0.3 
 
Acceleron Pharma                                       USA                 5,388          0.3 
 
Top 60 investments                                                     1,660,171         98.8 
 
CRISPR Therapeutics                                    Switzerland         4,641          0.3 
 
NanoString Technologies 2.625% 01/03/2025 (unquoted)   USA                 4,148          0.3 
 
EuroEyes International Eye Clinic                      Germany             3,642          0.2 
 
REGENXBIO                                              USA                 2,785          0.2 
 
REVOLUTION Medicines                                   USA                 2,613          0.2 
 
Wenzhou Kangning Hospital                              China               1,511          0.1 
 
Medical Depot Holdings FRN 03/01/2024 (unquoted)       USA                 1,137          0.1 
 
Peloton Therapeutics (DCC** - unquoted)                USA                   484          0.0 
 
Total equities and fixed interest investments                          1,681,132        100.2 
 
OTC Equity Swaps - Financed^ 
 
Jiangsu Hengrui Medicine                               China              14,603          0.8 
 
Aier Eye Hospital Group                                China              13,467          0.8 
 
Apollo Hospitals                                       India              13,419          0.8 
 
Caregen Co Ltd                                         South Korea            80          0.0 
 
Less: Gross exposure on financed swaps                                  (44,283)        (2.6) 
 
Total OTC Swaps                                                          (2,714)        (0.2) 
 
Total investments including OTC swaps                                  1,678,418        100.0 
 
 
**        DCC = deferred contingent consideration. 
 
^         See Glossary and note 16 for further details in relation to the OTC 
Swaps. 
 
SUMMARY 
 
Investments                                                              Market        % of 
                                                                          value investments 
                                                                          GBP'000 
 
Quoted equities                                                       1,653,701        98.5 
 
Unquoted equities                                                        16,480         1.0 
 
Unquoted debt securities - variable rate                                  6,803         0.4 
 
Unquoted debt securities - fixed rate                                     4,148         0.3 
 
Swaps                                                                   (2,714)       (0.2) 
 
Total of all investments                                              1,678,418       100.0 
 
Strategic Report/PORTFOLIO MANAGER'S REVIEW 
 
PERFORMANCE REVIEW 
 
The financial year end 31 March 2020 will be unequivocally remembered for how 
it closed: the emergence of global pandemic in which a coronavirus, termed 
SARS-Cov-2, brought the global economy to a near standstill, roiling the equity 
markets in an unprecedented manner resulting in a stock market crash of 
historic proportions. 
 
The pandemic, which punctuated the fourth quarter of the financial year, belies 
an otherwise banner period for equity investors as the stock market continued 
to recover throughout 2019 after the tumult and bear market crash of late 2018, 
the worst since the Great Depression. The U.S. Federal Reserve helped positive 
share price action by indicating no additional interest rate hikes early in the 
year and then pivoted in the second half of the calendar year by announcing 
multiple interest rate cuts. 
 
Also of importance was the easing of geopolitical tensions in 2019. The 
continued trade war between the U.S. and China during the administration of 
U.S. President Donald Trump has created some notable volatility in the markets. 
However, positive newsflow on both trade talks and a deal reached during the 
period helped buoy stocks into the beginning of 2020. Furthermore, continued 
macroeconomic factors were mostly encouraging throughout 2019 and into the 
beginning of the new year. With a booming global economy and U.S.-China trade 
relations in simpatico, equity markets were enjoying a bull run reaching 
all-time highs to begin 2020. 
 
Unfortunately, that all came to a sudden and violent end in the final quarter 
of the financial year. Whilst news reports of a novel viral breakout in China 
began to emerge in early 2020, its worldwide impact was not fully felt until 
weeks later. Market mentality evolved with the news flow: from a local matter 
in January, to concerns about manufacturing and supply chain issues emanating 
from China in February, to threat of global economic shutdown after the World 
Health Organisation confirmed the global pandemic on 11 March 2020. This 
culminated in panic selling of global equities in an unprecedented manner. 
Volatility spiked to new highs and stock markets collapsed, officially entering 
bear market territory before month end. 
 
The net result was negative returns for global equities for the financial year 
ended 31 March 2020, unravelling 11 months of previous gains in a matter of 
days. Despite reaching an all-time high in February, the MSCI World Index fell 
5.6% (total return, sterling) in the financial year. Moreover, the FTSE 
All-Share Index dropped a staggering 18.7% (total return, sterling) in the 
period, again despite reaching an all-time high in February. 
 
Despite the tumult, we are pleased to report positive returns, both in absolute 
and relative terms. Specifically, the net asset value per share total return 
was +6.5% whilst the share price total return was +8.0%. This compares to the 
benchmark, the MSCI World Healthcare Index, measured on a net total return, 
sterling adjusted basis, which advanced +5.7% in the financial year. 
 
Overall, since the Company's inception in 1995 to 31 March 2020, the total 
return of the Company's net asset value per share is +3,419.7%, equivalent to a 
compound annual return of +15.4%. This compares to the blended benchmark rise 
of +1,494.3%, equivalent to a compound annual return of +11.8% 
 
PERFORMANCE TIMELINE 
 
Whilst the hallmark of the financial year for the broad equity markets will be 
the pandemic-induced sell-off in March 2020, healthcare stock share price 
performance had other influencers. This included U.S. Presidential election 
newsflow, macro factors, continued innovation in therapeutics, mergers & 
acquisitions (M&A), the defensive nature of the sector, and the industry's 
response to the COVID-19 pandemic. 
 
ELECTION RHETORIC AND OPIOID HEADLINES DRIVE THE FIRST QUARTER OF THE FINANCIAL 
YEAR 
 
In the first quarter of the financial year, despite a mostly positive earnings 
season for biopharmaceutical stocks, healthcare experienced a volatile 
three-month period. In April, U.S. Presidential hopeful Bernie Sanders (U.S. 
Senator for Vermont) hosted a "town hall" meeting to discuss his plan for 
"Medicare for All", a strategy to provide free healthcare for all American 
citizens. Healthcare stocks sold off en masse with high growth, small and 
mid-capitalisation stocks falling more than lower growth, larger capitalisation 
names, precipitating underperformance for the portfolio. This was exacerbated 
with new news on opioid litigation in the U.S., sparking extreme selling 
pressure across a host of generic and specialty drug companies who have been 
directly or indirectly implicated in exacerbating the opioid crisis there, 
including Mylan. The quarter ended with a notable market rally when volatility 
subsided in June 2019, driven primarily by increased investor optimism over a 
potential interest rate cut by the U.S. Federal Reserve and easing tensions 
over U.S.-China trade negotiations. 
 
DRUG PRICING HEADLINES AND FACTOR UNWIND IN THE SECOND QUARTER OF THE FINANCIAL 
YEAR 
 
More political rhetoric kicked off the financial year second quarter period. 
Specifically, The U.S. Department of Health and Human Services (HHS) withdrew 
the proposed "rebate rule" which could have replaced government purchasing of 
prescription medicines with rebates to one with discounts, thereby lowering 
drug list prices and reducing patient co-pays. Healthcare stocks sold off in 
response to the news as many investors considered the rebate rule a "win" for 
the industry. Exacerbating fears in the quarter was the disclosure of a U.S. 
House of Representatives drug pricing bill from House Speaker, Nancy Pelosi, 
that contained some controversial aspects, the most notable being a proposal 
around direct drug price negotiation. 
 
Another issue that impacted the markets significantly in the second quarter 
occurred in September. There was a steep sell-off in growth orientated stocks 
that had outperformed year-to-date, coinciding with a rise in value stocks, 
especially those that had previously underperformed. Fundamentals became 
momentarily irrelevant as the effects of this event reverberated in the 
markets. As both quantitative funds and active managers scrambled to reduce 
their exposure to the affected stocks, several of the Company's largest 
holdings were caught in the unwind and sold off significantly. This had a 
profoundly adverse effect on the Company's performance, given our relative 
positioning to the benchmark, built around a clear preference for growth over 
value. 
 
Finally, an idiosyncratic but distinct sell-off in biotechnology stocks, 
especially small and mid-capitalisation stocks, in the second half of September 
saw those stocks sell off nearly 900 basis points (as per the S&P Biotechnology 
ETF in U.S. dollar terms) in the last two trading weeks of the quarter. Again, 
this had an adverse impact on the Company's performance, given our material 
overweight positioning in biotechnology stocks. 
 
INDUSTRY FUNDAMENTALS RETURN TO DRIVE THE THIRD QUARTER OF THE FINANCIAL YEAR 
 
The third quarter of the financial year brought some respite to the macro 
factors dictating healthcare stock share price performance. Rather, investors 
were squarely focused on industry fundamentals, dismissing geopolitical 
concerns, and buying healthcare stocks as the risk of near-term healthcare 
reform in the U.S. diminished. Macro concerns moved back to the sidelines, 
industry fundamentals shone in a renewed "risk-on" environment fuelled by 
clinical catalysts and biotechnology M&A. Key drivers of Company were abundant 
in the period and included a bounce in biotechnology, continued outperformance 
in emerging markets, positive allocation in large capitalisation 
pharmaceuticals, and stock picking in Japan pharmaceuticals. Overall, positive 
industry fundamentals mostly drove share prices in the quarter, including some 
catalyst driven biotechnology stocks that moved higher, and an important 
contribution from M&A in the period. The Company's performance over the period 
included over 1500 basis points of absolute return and over 1000 basis points 
of excess return. 
 
COVID-19 DRIVES THE FOURTH QUARTER OF THE FINANCIAL YEAR 
 
Our playbook performs exceptionally in the face to a "V" shape stock market 
recovery and WWH outperforms. 
 
COVID-19 DRIVES THE FOURTH QUARTER OF THE FINANCIAL YEAR 
 
Whilst the final quarter of the financial year will ultimately be characterised 
by the COVID-19 pandemic outbreak, there was a nuanced market reaction during 
the period. January began where December left off, with markets moving higher. 
Early coronavirus fears did percolate in late January, and stocks sold off. 
However, markets rebounded in early February as virus concerns were then muted, 
but as supply chain concerns emanating from China grew, markets grew wary, and 
equities began a broader market sell-off. However, emerging biotechnology 
stocks were resilient as investors saw them mostly as insulated from Asian 
supply chain and manufacturing concerns. Healthcare in general acted modestly 
defensive and the Company outperformed by over 400 basis points in the month. 
That phenomenon reversed in March as the novel coronavirus bridged Chinese 
containment efforts and spread globally in an uncontrolled fashion, officially 
being declared a global pandemic by the World Health Organisation on 11 March 
2020. Market reaction was severe, with correlation spiking, and the ultimate 
"risk-off" sentiment drove share prices. Healthcare did notably outperform the 
broader markets, but the Company underperformed the benchmark given our 
overweight positioning in biotechnology stocks. 
 
Finally, it would be remiss to not comment on the start of the new financial 
year, specifically April 2020 performance as equity markets have thus far 
reacted to the COVID-19 pandemic in a "V-shaped" fashion. 
 
Moreover, healthcare has clearly been defensive in these early months of the 
pandemic. And with some repositioning of the portfolio, the Company has 
commenced 2020 with meaningful absolute returns and material outperformance. 
 
Specifically, the Company returned a positive +12.6% (total return in sterling 
terms) in April compared to the MSCI World Healthcare Index +10.0% and the FTSE 
All-Share Index of only +4.9% (both total return in sterling terms). 
 
CONTRIBUTION BY SUBSECTOR 
 
A review of performance by subsector also helps to illustrate financial year 
returns. The largest contribution in the period was from our investments in 
Emerging Markets, in particular, China. Initial Public Offering (IPO) rules 
have pivoted in China, now allowing non-profitable biotechnology companies to 
become publicly listed companies. The Company participated in many of them, 
including being designated "cornerstone" investors. Additionally, unlike 2018, 
Emerging Market healthcare stocks were much less volatile during the U.S.- 
China trade discussion news flow. Finally, we note Emerging Market stocks were 
resilient during the COVID-19 breakout in China and also during the resulting 
global pandemic. 
 
Other positive subsector contributors included Emerging Biotechnology and Large 
Capitalisation Pharmaceutical stocks: both sectors rose in the year, resulting 
in a positive contribution. Astute stock picking in Medical Devices and 
Healthcare Services also contributed to higher returns. 
 
Sources of negative subsector contribution were fewer and notably smaller in 
impact. The Specialty Pharmaceutical and Generics sector experienced negative 
news flow throughout the year, fell out of favour, and sold-off; hence our 
allocation there experienced negative returns. In Large Capitalisation 
Biotechnology, stock picking resulted in negative contribution, similarly in 
Life Science Tools. Finally, in Japan, stock picking was disparate but position 
sizing impacted returns. 
 
KEY CONTRIBUTORS TO PERFORMANCE 
 
With Emerging Markets being the largest sub-sector contributor in the financial 
year, it should come as no surprise that the single largest contributor in the 
year comes from the same. CanSino Biologics is a China-based company that 
focuses on premium vaccines in the private market in China where vaccine safety 
is a major public health concern. It's globally innovative Ebola vaccine was 
approved in 2019, and the company targets to launch another six vaccines in the 
next five years, including quadrivalent meningococcal conjugate vaccine (MCV4), 
diphtheria-tetanus toxoids-component pertussis (DTcP) vaccine, and improved 
pneumococcal conjugate vaccine (PCV13i). Moreover, during the COVID-19 
outbreak, the share price moved higher on speculation that they would start a 
development effort to produce a novel coronavirus vaccine. Ultimately, the 
company confirmed the commencement of clinical trials for a SARS-COV-2 vaccine 
and the company's value re-rated even higher. At the time of this publication, 
they were the global leaders in the race for a vaccine for this pandemic. 
 
Another top contributor comes from the Healthcare Services sector. eHealth is a 
U.S.-based insurance broker that specialises in enrolling individuals in 
Medicare Advantage insurance. The company is the market leader in a market 
trend, moving from in-person broker assistance to telephonic and digital 
enrolment. Notably, eHealth is the only broker that has significant online 
enrolment capability. The Medicare Advantage market is one of the best trends 
in healthcare, with patient enrolment growing high single digits as the U.S. 
population ages, and commission rates also growing favourably. Importantly, the 
company has been investing aggressively to capture this opportunity and was 
able to achieve stunning growth in Medicare enrolment in 2019 of over 80% via 
large increases in agent headcount and productivity. These results were 
demonstrated in the company's fourth quarter results in January 2020, when 
Medicare Advantage enrolment is seasonally highest in the Annual Enrolment 
Period from October to December. The company recently raised a significant 
amount of equity in March that the company intends to use to drive further 
growth. 
 
One of the hottest therapeutic areas amongst biopharmaceutical companies 
remains oncology and one of the hotbeds of development is in the state of 
Massachusetts. Woburn, MA-based ArQule is a leading biotechnology company 
investigating the known target called Bruton Tyrosine Kinase (BTK), a critical 
part the signaling pathway in white blood cells implicated in various forms of 
leukemia, a haematological malignancy. Inhibition of the pathway can lead to 
powerful treatments or even cures for these patients. The company presented 
compelling but early phase data for their novel BTK inhibitor, ARQ531, at a 
medical congress late in 2019. The very next day, a worldwide leader in 
oncology, Merck, announced their intention to acquire the company for U.S.$2.7 
billion, a 130% premium to the previous closing share price. 
 
DexCom is the market leader in continuous glucose monitoring (CGM) that is 
ushering in a paradigm shift in diabetes care. Rather than monitoring blood 
glucose via occasional finger-pricks that only give individual data points that 
are useful but of limited value, patients can now receive a real time stream of 
their blood glucose on their smartphone. This CGM technology can detect whether 
the patient's blood sugar is improving or worsening, and even communicate with 
an insulin pump to mimic a pancreas by automatically and algorithmically 
administering insulin. With 7-8 million diabetics requiring daily insulin in 
the company's core markets, and hundreds of millions of diabetics globally, 
DexCom has been working tirelessly to drive adoption of this innovative 
technology. The current financial year was a strong one for the company with 
the continued launch of the newest "G6" model, improved market access, and a 
partnership with insulin pump maker, Tandem Diabetes. 
 
Another oncology biotechnology company from Massachusetts is Deciphera 
Pharmaceuticals The company's share price re-rated higher throughout 2019 after 
they announced pivotal data for their kinase inhibitor, ripretinib, used to 
treat a form of stomach cancer (known as GIST). The company has successfully 
filed the compound with the U.S. Food & Drug Administration (FDA) for heavily 
pre-treated patients with GIST and we expect approval for this indication in 
2020. Additional development in earlier lines of therapy also increased 
investor enthusiasm for the stock. 
 
KEY DETRACTORS FROM PERFORMANCE 
 
The largest detractor from performance in the financial year was Alexion 
Pharmaceuticals, a large capitalisation biotechnology company whose lead 
franchise consists of complement inhibitors for a variety of orphan 
haematological and neurological indications. The stock declined over the period 
due to continued concerns by investors about future competition to the 
company's lead products, Soliris (eculizumab) and Ultomiris (ravulizumab). The 
company failed to obtain a key patent in Europe for Soliris, and there is an 
ongoing patent challenge against Soliris patents in the U.S. that could make 
the company vulnerable to biosimilar competition. Additionally, other 
competitors are developing branded drugs that would compete directly with the 
company's core franchises in paroxysmal nocturnal haemoglobinuria and 
myasthenia gravis. In addition, investors have been concerned about the 
concentration risk in the company's product portfolio and have been 
disappointed by the business development activities that have occurred to date 
to diversify the portfolio. 
 
Patient investors in the Japan-pharmaceutical giant, Takeda Pharmaceutical, 
were finally rewarded in the second half of 2019 after much scrutiny of their 
record-breaking acquisition of Shire Pharmaceuticals, originally announced in 
2018. However, with the onset of the COVID-19 pandemic prompting volatility and 
uncertainty in the credit markets, highly levered companies underperformed in 
the March 2020 broad-market sell-off. Takeda was a victim of this phenomenon, 
although we believe liquidity and cash flow concerns for Takeda were overblown. 
Moreover, the combination of current valuation, near term growth, margin 
expansion, and merger synergies still suggests material upside for the share 
price in the future. 
 
Puma Biotechnology is an emerging biotechnology company that markets the drug 
Nerlynx (neratinib) for breast cancer. The stock declined over the period 
because the commercial launch of Nerlynx has disappointed, with sales and 
uptake below expectations, primarily due to the high rate of diarrhoea 
associated with the compound. In addition, changes in standard of care for 
breast cancer have diminished the market opportunity for the drug. Whilst the 
company was able to expand the drug's label to the metastatic breast cancer 
setting since the original, the clinical benefit in that setting is not that 
substantial, there are other drugs with superior profiles emerging for that 
patient population, and as a result, sales had not inflected like many 
investors had hoped. 
 
The largest publicly traded hospital operator in the U.S. is HCA Healthcare. 
Whilst most of the financial year was strong for HCA, and the company exited 
2019 with a favourable outlook, the COVID-19 pandemic early in 2020 was a 
devastatingly negative development for the hospital industry. The subsequent 
public reaction to the virus outbreak - shelter-in-place, cancelled elective 
surgeries, etc. - severely lowered hospital patient volumes to leave capacity 
for treating COVID-19 patients, preserve personal protective equipment, and 
minimise spread of disease. However, this exchange of patient demographics 
dramatically altered the financials of HCA, as the company has confirmed the 
fact that COVID-19 infected patients are unprofitable to treat. The stock sold 
off in response. While HCA will be impacted negatively in the short term from 
lower procedures, the company is set to receive a significant amount of 
stimulus from the U.S. government, and expects to see most deferred procedures 
eventually rescheduled in the near future. While the path to full recovery is 
highly uncertain, the company expects to gradually resume procedures over the 
second half of 2020, which will be key to future stock performance. 
 
Shares of Mylan, a Netherlands-domiciled generic drug company with extensive 
U.S. operations underperformed. Heading into the new financial year, we were 
optimistic that a fresh generic drug launch cycle would drive robust operating 
performance, but these new product introductions failed to gain traction and 
incremental revenue contributions were below expectations. Furthermore, 
negative news flow from ongoing pricing collusion and opioid litigation pulled 
two sensitive topics back into the spotlight, souring investor sentiment 
towards the generic drug sector as a whole. We exited our Mylan position early 
in the year based on a sobering view of the challenges besetting Mylan 
specifically and the generic drug industry in general. 
 
DERIVATIVE STRATEGY 
 
The Company continues to employ a derivative overlay strategy to glean market 
intelligence and offer additional outperformance. The strategy has generated 
meaningful and consistent outperformance since 2006, including a positive 
contribution during the year under review. The options strategy is used to 
target effective entry prices for favoured stocks, leverage specific catalysts 
and capture special situation opportunities. Two derivative specialists 
implement the strategy in careful consultation with the portfolio management 
team. The Company adheres to strictly defined risk limits and in practice 
maintains a net exposure well below the 5% restriction. In addition to the 
derivative overlay strategy, we utilise thematic over-the-counter basket swaps 
for both tactical and strategic investment purposes. Swaps are an efficient and 
effective way to gain exposure to a therapeutic category or to a specific 
market theme (e.g., oncology; M&A; geography). These strategies were used to a 
lesser extent during the year under review than in previous years. 
 
SECTOR OUTLOOK 
 
As long-time industry observers, we have never seen such a deep, rapid, and 
coordinated response to a major healthcare concern like we have seen against 
SARS-CoV-2. In less than three months, the healthcare industry has had over 80 
diagnostic tests approved by the U.S. FDA, across both molecular and antibody 
platforms (source FDA.gov). 
 
The biopharmaceutical industry has started over 1,100 clinical trials over that 
time (source: ClinicalTrials.gov). This has included the testing of vaccines, 
antibodies, antivirals, plasma derived therapies, and other modalities to 
either treat COVID-19 related diseases or to offer prophylaxis against the 
virus. Even Gilead's anti-viral remdesivir went from clinical trials to 
approval by the FDA in only three months. 
 
At this juncture, we continue to believe there will be multiple therapies that 
will be approved before year end after positive data readouts. From a vaccine 
perspective, there will also be multiple data readouts in 2020 with some, but 
limited, commercial availability in 2021. 
 
Another key factor that will shape the healthcare industry in 2020 is the U.S. 
Presidential election. News flow throughout the period brought volatility into 
healthcare equities, in particular the notion of "Medicare for All"; a 
Democratic ideology in which the U.S. federal government would become the 
single payer for all things healthcare and for all Americans. However, we now 
see the political landscape as mostly benign, or perhaps even a tailwind, for 
the remainder of 2020. Most important in this thesis is the withdrawal of 
Bernie Sanders from the Democratic nomination race and the emergence of Joe 
Biden. Senator Sanders (Vermont) had been the most ardent supporter of 
"Medicare for All", so his departure effectively killed this of piece of 
disruptive industry legislation. Similarly, the emergence of Vice President 
Biden is of equal import. We view Biden's healthcare policy to be a further 
advancement of the current Affordable Care Act, commonly known as "Obamacare". 
Whilst this may expand Medicare, this would not fundamentally alter healthcare 
as we know it in America. 
 
Drug prices have been a hot button topic for the industry over the past two 
election cycles, in particular the higher prices paid for prescription 
medicines in the United States compared to other developed nations. Both 
Republicans and Democrats have stumped for various forms of legislation that 
could materially alter the way in which drugs are priced in the U.S. However, 
we think this particular issue is fading as we approach the November election. 
First, despite media and political rhetoric to the contrary, prescription 
medicines account for only 10% of the total healthcare spend (source: PhMRA). 
 
Second, President Trump significantly shifted his talking points on drug 
pricing since September 2019 - to protecting Medicare and focusing seniors' 
out-of-pocket expenses for their broad healthcare bill. And finally, we think 
the healthcare industry is going through a renaissance with respect to its 
public image. With the industry on the forefront on the battle against the 
COVID-19 pandemic, it may be difficult, perhaps impossible, for the next 
President to introduce sea-changing legislation that would be deleterious to 
the biopharma industry. We view the previous proposals now as "dead-on-arrival" 
given the heroic perception that the industry is currently enjoying. Even 
well-known television personality and market observer, Jim Cramer of CNBC, 
suggested during the height of the pandemic that he would "punch anyone in the 
face" that came after the industry given the impressive response against 
COVID-19. 
 
Perhaps another derivative of COVID-19 that may create a tailwind for the 
healthcare equity markets in 2020 is the slowing economy and a potential global 
recession. Of course, the defensive characteristics of the industry would be in 
demand by investors. Continued patient demand for medicines through this period 
will also buoy these companies. Stable (and relatively high) dividends will add 
to the bid. A close look at the most recently reported financial period (for 
the quarter ended 31 March 2020) affirms that there was little to no disruption 
for most of the industry. 
 
Some healthcare subsectors will be more insulated from recessionary pressures. 
Across biopharmaceutical companies, there were no reported issue pertaining to 
supply chain, manufacturing, or demand. In fact, if anything, demand has risen 
for chronic, patient administered medicines; a product of the pandemic hoarding 
mentality. Through the quarter, all large capitalisation pharmaceutical 
companies (save for one) were able to maintain full-year guidance despite the 
pandemic. The FDA has remained very active despite the increased pressures and 
there have been no or only minimal delays to new product approvals. In the Life 
Science Tools space, of course, the demand for SARS-CoV-2 related diagnostics 
has sky-rocketed. Emerging Biotechnology companies, for the most part, do not 
even have revenue or earnings that are at risk. Importantly, their valuation is 
predominantly based on investors' assessment of their drug pipelines. We do 
note that there has been some slowing of patient enrolment in clinical trials 
and some delays to new trial starts. Otherwise, clinical trials are progressing 
as usual with the aid of technology and some virtual patient visits. 
 
Other sub-sectors will prove to be more volatile. The uncertainty around 
elective surgeries and hospital availability may linger and adversely impact 
the Medical Device sector. However, we do expect a robust bounce back for 
procedure volumes in the second half of the year. Similarly, the Hospitals and 
the Healthcare Services sector may suffer in the near term. The treatment of 
coronavirus patients has been their primary focus. And whilst those patients 
are relatively unprofitable for the hospital, we do expect meaningful stimulus 
from the U.S. federal government and a back-half loaded return of general 
surgery volumes, the most profitable patients for these companies. 
 
M&A has been a common industry staple for decades, especially for 
biopharmaceutical companies. The fragmented and heterogeneous nature of the 
industry, coupled with clinical and technological complexity, will continue to 
generate many business development deals. We observed a slowdown in M&A in the 
second half of 2018 due to a hot IPO-market and easier access to capital. This 
was followed by a clear inflection in 2019. The pandemic has slowed announced 
mergers early in 2020, we expect another inflection in the second half of 2020. 
 
The FDA has notably adopted a collaborative approach over the past five years 
and we expect this trend to continue in 2020. Notably, under President Trump's 
first three-plus years in office, the productivity of the FDA has demonstrably 
inflected. The number of new drug approvals set records in 2017 and 2018, 
whilst 2019 was the second highest on record. The number of generic drug 
approvals also set records in those same years. In short, the FDA has not had a 
more productive run of new product approvals than over the past three years. 
And whilst the resignation of Commissioner Dr. Scott Gottlieb in early 2019 was 
disappointing, the FDA has established unprecedented levels of efficiency, 
modernisation, and collaboration and has never been more aligned with industry 
to get new drugs approved. We expect the career staffers to carry on this 
current culture of achievement with appointment Dr. Stephen M. Hahn, who was 
sworn in as the 24th Commissioner of Food and Drugs on December 17, 2019. Dr. 
Hahn is a trained oncologist, scientist and health care leader with an 
extensive background in patient care, academic research and executive 
leadership. He was previously the Chief Medical Executive (CME) at The 
University of Texas MD Anderson Cancer Center, one of the largest and most 
renowned cancer centers in the world. Whilst another record may not be broken 
in 2020, we do expect this approximate level of productivity to continue. 
 
Finally, our positive outlook for healthcare equities primarily revolves around 
the unprecedented level of innovation across the industry spectrum, from 
therapeutics to services, from devices to diagnostics. Certainly, technology 
has impacted many industries and healthcare is no exception. However, advances 
in genomics and biotechnology has pushed the therapeutics space to such 
frontiers that the number of disease states and druggable targets is at an 
all-time high. Meanwhile, novel platform technologies have enabled even more 
therapies to target diseases that were previously thought to be untreatable. 
And the number of medicines and therapies that offer the potential for a "cure" 
is also at an all-time high. 
 
Sven H. Borho and Trevor M. Polischuk 
OrbiMed Capital LLC 
Portfolio Manager 
 
3 June 2020 
 
Strategic Report/CONTRIBUTION BY INVESTMENT 
 
ABSOLUTE CONTRIBUTION BY INVESTMENT 
 
Principal contributors to and detractors from net asset value performance 
 
                                                                           Contribution 
 
                                                              Contribution   per share* 
 
Top five contributors                                                GBP'000            GBP 
 
CanSino Biologics                                                   49,014         0.92 
 
eHealth                                                             29,101         0.55 
 
Arqule ?                                                            25,344         0.48 
 
DexCom                                                              15,998         0.30 
 
Deciphera Pharmaceuticals                                           15,727         0.30 
 
 
 
Top five detractors 
 
Mylan ?                                                            (9,318)       (0.18) 
 
HCA Healthcare                                                    (11,819)       (0.22) 
 
Puma Biotechnology ?                                              (13,932)       (0.26) 
 
Takeda Pharmaceutical                                             (19,369)       (0.36) 
 
Alexion Pharmaceuticals                                           (25,473)       (0.48) 
 
*          Calculation based on 53,148,027 shares being the weighted average 
number of shares in issue during the year ended 31 March 2020. 
 
?         Not held in the portfolio as at 31 March 2020. 
 
Strategic Report/BUSINESS REVIEW 
 
The aim of the Strategic Report is to provide shareholders with the ability to 
assess how the Directors have performed their duty to promote the success of 
the Company. 
 
The Strategic Report contains certain forward-looking statements. These 
statements are made by the Directors based on the information available to them 
at the time of their approval of this report and such statements should be 
treated with caution due to the inherent uncertainties, including both economic 
and business risk factors, underlying any such forward-looking information. 
 
BUSINESS MODEL 
 
Worldwide Healthcare Trust PLC is an investment trust and is admitted to the 
premium segment of the Official List of the FCA and to trading on the premium 
segment of the main market of the London Stock Exchange. Its investment 
objective is set out in the Business Review. In seeking to achieve this 
objective, the Company employs Frostrow Capital LLP (Frostrow) as its 
Alternative Investment Fund Manager (AIFM), OrbiMed Capital LLC (OrbiMed) as 
its Portfolio Manager, J.P. Morgan Europe Limited as its Depositary and J.P. 
Morgan Securities LLC as its Custodian and Prime Broker. Further details about 
their appointments can be found in the Business Review. The Board has 
determined an investment objective, policy and related guidelines and limits, 
as described in the Business Review. 
 
The Company is subject to UK and European legislation and regulations including 
UK company law, UK GAAP, the Alternative Investment Fund Managers Directive, 
the UK Listing, Prospectus, Disclosure and Transparency Rules, taxation law and 
the Company's own Articles of Association. 
 
The Company is an investment company within the meaning of Section 833 of the 
Companies Act 2006 and has been approved by HM Revenue & Customs as an 
investment trust (for the purposes of Sections 1158 and 1159 of the Corporation 
Tax Act 2010). As a result the Company is not liable for taxation on capital 
gains. The Directors have no reason to believe that approval will not continue 
to be retained. 
 
CONTINUATION OF THE COMPANY 
 
A resolution was passed at the Annual General Meeting held in 2019 that the 
Company continues as an investment trust for a further five year period. In 
accordance with the Company's Articles of Association, shareholders will have 
an opportunity to vote on the continuation of the Company at the Annual General 
Meeting to be held in 2024 and every five years thereafter. 
 
THE BOARD 
 
The Board of the Company comprises Sir Martin Smith (Chairman), Sarah Bates, 
Sven Borho, Dr David Holbrook, Doug McCutcheon, Dr Bina Rawal and Humphrey van 
der Klugt. All of these Directors, with the exception of Dr Rawal who joined 
the Board on 1 November 2019, served throughout the year. All are independent 
non-executive Directors with the exception of Mr Borho who is not considered to 
be independent by the Board. 
 
All Directors seek election or re-election by shareholders at each Annual 
General Meeting. 
 
DIVID POLICY 
 
It is the Company's policy to pay out dividends to shareholders at least to the 
extent required to maintain investment trust status for each financial year. 
 
KEY PERFORMANCE INDICATORS (KPI) 
 
The Board assesses the Company's performance in meeting its objectives against 
key performance indicators as follows. The Key Performance Indicators have not 
changed from the previous year: 
 
-       Net asset value ('NAV') per share total return against the Benchmark; 
 
-       Discount/premium of share price to NAV per share; and 
 
-       Ongoing charges ratio. 
 
Information on the Company's performance is provided in the Chairman's 
Statement and the Portfolio Manager's Review. Further information can be found 
in the Glossary. 
 
NAV PER SHARE TOTAL RETURN* AGAINST THE BENCHMARK 
 
The Directors regard the Company's NAV per share total return as being the 
overall measure of value delivered to shareholders over the long term. This 
reflects both net asset value growth of the Company and dividends paid to 
shareholders. 
 
The Board considers the most important comparator, against which to assess the 
NAV per share total return performance, to be the MSCI World Health Care Index 
measured on a net total return, sterling adjusted basis. Frostrow and OrbiMed 
have flexibility in managing the investments and are not limited by the 
constraints of the Benchmark. As a result, investment decisions may be made 
that differentiate the Company from the Benchmark and therefore the Company's 
performance may also be different to that of the Benchmark. 
 
A full description of performance during the year under review is contained in 
the Portfolio Manager's Review. 
 
SHARE PRICE DISCOUNT/PREMIUM TO NAV PER SHARE* 
 
The share price discount/premium to NAV per share is considered a key indicator 
of performance as it impacts the share price total return of shareholders and 
can provide an indication of how investors view the Company's performance and 
its Investment Objective. 
 
ONGOING CHARGES RATIO* 
 
The Board continues to be conscious of expenses and works hard to maintain a 
balance between good quality service and costs. 
 
*          Alternative Performance Measure (See Glossary) 
 
PRINCIPAL SERVICE PROVIDERS 
 
The principal service providers to the Company are the AIFM, Frostrow Capital 
LLP (Frostrow), the Portfolio Manager, OrbiMed Capital LLC (OrbiMed), the 
Custodian and Prime Broker J.P. Morgan Securities LLC, and the Depositary, J.P. 
Morgan Europe Limited. Details of their key responsibilities follow and further 
information on their contractual arrangements with the Company are included in 
the Report of the Directors. 
 
ALTERNATIVE INVESTMENT FUND MANAGER (AIFM) 
 
Frostrow under the terms of its AIFM agreement with the Company provides, inter 
alia, the following services: 
 
-       oversight of the portfolio management function delegated to OrbiMed 
Capital LLC; 
 
-       investment portfolio administration and valuation; 
 
-       risk management services; 
 
-       marketing and shareholder services; 
 
-       share price discount and premium management; 
 
-       administrative and secretarial services; 
 
-       advice and guidance in respect of corporate governance requirements; 
 
-       maintenance of the Company's accounting records; 
 
-       maintenance of the Company's website; 
 
-       preparation and dispatch of annual and half year reports (as 
applicable) and monthly fact sheets; and 
 
-       ensuring compliance with applicable legal and regulatory requirements. 
 
During the year, under the terms of the AIFM Agreement, Frostrow received a fee 
as follows: 
 
On market capitalisation up to GBP150 million: 0.3%; in the range GBP150 million to 
GBP500 million: 0.2%; in the range GBP500 million to GBP1 billion: 0.15%; in the 
range GBP1 billion to GBP1.5 billion: 0.125%; over GBP1.5 billion: 0.075%. In 
addition, Frostrow receives a fixed fee per annum of GBP57,500. 
 
PORTFOLIO MANAGER 
 
OrbiMed under the terms of its portfolio management agreement with the AIFM and 
the Company provides, inter alia, the following services: 
 
-       the seeking out and evaluating of investment opportunities; 
 
-       recommending the manner by which monies should be invested, 
disinvested, retained or realised; 
 
-       advising on how rights conferred by the investments should be 
exercised; 
 
-       analysing the performance of investments made; and 
 
-       advising the Company in relation to trends, market movements and other 
matters which may affect the investment objective and policy of the Company. 
 
OrbiMed receives a base fee of 0.65% of NAV and a performance fee of 15% of 
outperformance against the Benchmark. 
 
DEPOSITARY, CUSTODIAN AND PRIME BROKER 
 
J.P. Morgan Europe Limited acts as the Company's Depositary and J.P. Morgan 
Securities LLC as its Custodian and Prime Broker. 
 
J.P. Morgan Europe Limited, as Depositary, must take reasonable care to ensure 
that the Company is managed in accordance with the Financial Conduct 
Authority's Investment Funds Sourcebook, the AIFMD and the Company's Articles 
of Association. The Depositary must in the context of this role act honestly, 
fairly, professionally, independently and in the interests of the Company and 
its shareholders. 
 
The Depositary receives a variable fee based on the size of the Company. 
 
J.P. Morgan Europe Limited has discharged certain of its liabilities as 
Depositary to J.P. Morgan Securities LLC. J.P. Morgan Securities LLC, as 
Custodian and Prime Broker, provides the following services under its agreement 
with the Company: 
 
-       safekeeping and custody of the Company's investments and cash; 
 
-       processing of transactions; 
 
-       provision of an overdraft facility. Assets up to 140% of the value of 
the outstanding overdraft can be taken as collateral; and 
 
-       foreign exchange services. 
 
AIFM AND PORTFOLIO MANAGER EVALUATION AND RE-APPOINTMENT 
 
The performance of the AIFM and the Portfolio Manager is reviewed continuously 
by the Board and the Management Engagement & Remuneration Committee (the 
"Committee") with a formal evaluation being undertaken each year. As part of 
this process, the Committee monitors the services provided by the AIFM and the 
Portfolio Manager and receives regular reports and views from them. The 
Committee also receives comprehensive performance measurement reports to enable 
it to determine whether or not the performance objectives set by the Board have 
been met. The Committee reviewed the appropriateness of the appointment of the 
AIFM and the Portfolio Manager in February 2020 with a positive recommendation 
being made to the Board. 
 
The Board believes the continuing appointment of the AIFM and the Portfolio 
Manager is in the interests of shareholders as a whole. In coming to this 
decision, it took into consideration, inter alia, the following: 
 
-       the quality of the service provided and the depth of experience of the 
company management, company secretarial, administrative and marketing team that 
the AIFM allocates to the management of the Company; and 
 
-       the quality of the service provided and the quality and depth of 
experience allocated by the Portfolio Manager to the management of the 
portfolio and the long-term performance of the portfolio in absolute terms and 
by reference to the Benchmark. 
 
PRINCIPAL RISKS 
 
In fulfilling its oversight and risk management responsibilities, the Board 
maintains a framework of key risks which affect the Company and the related 
internal controls designed to enable the Directors to manage and/or mitigate 
these risks. The risks can be categorised under the following broad headings: 
 
-       Investment (including leverage risks); 
 
-       Operational (including financial, corporate governance, accounting, 
legal, cyber security and regulatory risks); and 
 
-       Strategic (including shareholder relations and share price 
performance). 
 
Further information on the internal control and risk management framework can 
be found below and information on the use of financial instruments and their 
associated risks, including exposures to market risk and counterparty risk can 
be found in note 16. 
 
The following section details the risks the Board consider to be the most 
significant to the Company. 
 
As a result of the COVID-19 pandemic, the economic risk of a global recession 
has risen sharply. Despite the mitigants of monetary and fiscal stimulus, the 
Directors believe that the duration of the pandemic and its effects will be a 
source of uncertainty for some time to come and may increase some of the risks 
set out below. The measures to mitigate these risks have not changed, and the 
Company is active in a sector which typically displays defensive 
characteristics in uncertain times. 
 
MARKET RISKS 
 
By the nature of its activities and Investment Objective, the Company's 
portfolio is exposed to fluctuations in market prices (from both individual 
security prices and foreign exchange rates) and due to exposure to the global 
healthcare sector, it is expected to have higher volatility than the wider 
market. As such investors should be aware that by investing in the Company they 
are exposing themselves to market risks and those additional risks specific to 
the sectors in which the Company invests, such as political interference in 
drug pricing. In addition, the Company uses leverage (both through derivatives 
and gearing) the effect of which is to amplify the gains or losses the Company 
experiences. 
 
To manage these risks the Board and the AIFM have appointed OrbiMed to manage 
the investment portfolio within the remit of the investment objective and 
policy, and imposed various limits and guidelines. These limits ensure that the 
portfolio is diversified, reducing the risks associated with individual stocks, 
and that the maximum exposure (through derivatives and an overdraft facility) 
is limited. The compliance with those limits and guidelines is monitored daily 
by Frostrow and OrbiMed and reported to the Board monthly. 
 
In addition, OrbiMed reports at each Board meeting on the performance of the 
Company's portfolio, which encompasses the rationale for stock selection 
decisions, the make-up of the portfolio, potential new holdings and, derivative 
activity and strategy (further details on derivatives can be found in note 16). 
 
The Company does not currently hedge its currency exposure. 
 
INVESTMENT MANAGEMENT KEY PERSON RISK 
 
There is a risk that the individuals responsible for managing the Company's 
portfolio may leave their employment or may be prevented from undertaking their 
duties. 
 
The Board manage this risk by: 
 
-       appointing OrbiMed, who operate a team environment such that the loss 
of any individual should not impact on service levels; 
 
-       receiving reports from OrbiMed at each Board meeting, such report 
includes any significant changes in the make-up of the team supporting the 
Company; 
 
-       meeting the wider team, outside the designated lead managers, at 
OrbiMed's offices and encouraging the participation of the wider OrbiMed team 
in investor updates; and 
 
-       delegating to the Management Engagement & Remuneration Committee, 
responsibility to perform an annual review of the service received from 
OrbiMed, including, inter alia, the team supporting the lead managers and 
succession planning. 
 
COUNTERPARTY RISK 
 
In addition to market and foreign currency risks, discussed above, the Company 
is exposed to risk arising from the use of counterparties. If a counterparty 
were to fail, the Company could be adversely affected through either delay in 
settlement or loss of assets. 
 
The most significant counterparty the Company is exposed to is J.P. Morgan 
Securities LLC which is responsible for the safekeeping of the Company's assets 
and provides the overdraft facility to the Company. As part of the arrangements 
with J.P. Morgan Securities LLC they may take assets, up to 140% of the value 
of the drawn overdraft, as collateral and have first priority security interest 
or lien over all of the Company's assets. Such assets taken as collateral may 
be used, loaned, sold, rehypothecated or transferred by J.P. Morgan Securities 
LLC. Although the Company maintains the economic benefit from the ownership of 
those assets it does not hold any of the rights associated with those assets. 
Any of the Company's assets taken as collateral are not covered by the custody 
arrangements provided by J.P. Morgan Securities LLC. The Company is, however, 
afforded protection in accordance with SEC rules and U.S. legislation equal to 
the value of the assets that have been rehypothecated. 
 
This risk is managed by the Board through: 
 
-       reviews of the arrangements with, and services provided by, the 
Depositary and the Custodian and Prime Broker to ensure that the security of 
the Company's assets is being maintained. Legal opinions are sought, where 
appropriate, as part of this review. Also, the Board regularly monitors the 
credit rating of the Company's Custodian and Prime Broker; 
 
-       monitoring of the assets taken as collateral (further details can be 
found in note 16); 
 
-       reviews of OrbiMed's approved list of counterparties, the Company's use 
of those counterparties and OrbiMed's process for monitoring, and adding to, 
the approved counterparty list; 
 
-       monitoring of counterparties, including reviews of internal control 
reports and credit ratings, as appropriate; 
 
-       by only investing in markets that operate DVP (Delivery Versus Payment) 
settlement. The process of DVP mitigates the risk of losing the principal of a 
trade during the settlement process; and 
 
-       J.P. Morgan Securities LLC is subject to regular monitoring by J.P. 
Morgan Europe Limited, the Company's Depositary, and the Board receives regular 
reports from J.P. Morgan Europe Limited. 
 
SERVICE PROVIDER RISK 
 
The Board is reliant on the systems of the Company's service providers and as 
such disruption to, or a failure of, those systems could lead to a failure to 
comply with law and regulations leading to reputational damage and/or financial 
loss to the Company. 
 
The spread of an infectious disease, such as has been seen as a result of the 
recent COVID-19 pandemic, may force governments to introduce rules to restrict 
meetings and movements of people and take other measures to prevent its spread, 
which may cause disruption to the Company's operations. 
 
To manage these risks the Board: 
 
-       receives a monthly compliance report from Frostrow, which includes, 
inter alia, details of compliance with applicable laws and regulations; 
 
-       reviews internal control reports, key policies, including measures 
taken to combat cyber security issues, and also the disaster recovery 
procedures of its service providers; 
 
-       maintains a risk matrix with details of risks the Company is exposed 
to, the controls relied on to manage those risks and the frequency of the 
controls operation; 
 
-       receives updates on pending changes to the regulatory and legal 
environment and progress towards the Company's compliance with these; and 
 
-       The operational and regulatory risks arising from the COVID-19 
pandemic, and measures introduced to combat its spread, are discussed by the 
Board, with updates on operational resilience received from the Portfolio 
Manager, AIFM and other key service providers. 
 
SHAREHOLDER RELATIONS AND SHARE PRICE PERFORMANCE RISK 
 
The Company is also exposed to the risk, particularly if the investment 
strategy and approach are unsuccessful, that the Company may underperform 
resulting in the Company becoming unattractive to investors and a widening of 
the share price discount to NAV per share. Also, falls in stock markets, such 
as those experienced as a consequence of the COVID-19 pandemic, and the risk of 
a global recession, are likely to adversely affect the performance of the 
Company's investments. 
 
In managing this risk the Board: 
 
-       reviews the Company's Investment Objective in relation to market, and 
economic, conditions and the operation of the Company's peers; 
 
-       discusses at each Board meeting the Company's future development and 
strategy; 
 
-       reviews the shareholder register at each Board meeting; 
 
-       actively seeks to promote the Company to current and potential 
investors; and 
 
-       has implemented a discount/premium control mechanism. 
 
The operation of the discount/premium control mechanism and Company promotional 
activities have been delegated to Frostrow, who report to the Board at each 
Board meeting on these activities. 
 
EMERGING RISKS 
 
The Company has carried out a robust assessment of the Company's emerging and 
principal risks and the procedures in place to identify emerging risks are 
described below. The International Risk Governance Council definition 
of an 'emerging' risk is one that is new, or is a familiar risk in a new or 
unfamiliar context or under new context conditions (re-emerging). Failure to 
identify emerging risks may cause reactive actions rather than being proactive 
and, in worse case, could cause the Company to become unviable or otherwise 
fail or force the Company to change its structure, objective or strategy. 
 
The Audit Committee reviews a risk map at its half-yearly meetings. Emerging 
risks are discussed in detail as part of this process to try to ensure that 
emerging (as well as known) risks are identified and, so far as practicable, 
mitigated. 
 
The experience and knowledge of the Directors is useful in these discussions, 
as are update papers and advice received from the Board's key service providers 
such as the Portfolio Manager, the AIFM and the Company's Broker. In addition, 
the Company is a member of the AIC, which provides regular technical updates as 
well as drawing members' attention to forthcoming industry and/or regulatory 
issues and advising on compliance obligations. 
 
COVID-19 
 
The market and operational risks and financial impact as a result of the 
COVID-19 pandemic, and the measures introduced to combat its spread, have been, 
and will continue to be, discussed by the Board, with updates on operational 
resilience being received from the Company's principal services providers. The 
Company's Portfolio Manager continues to provide regular updates to the Board 
on the financial impacts of the pandemic on portfolio performance and investee 
companies as well as the effect on the biotechnology and healthcare sectors. 
 
The experience and knowledge of the Directors has been invaluable in these 
discussions, as are updates from the Company's principal service providers, 
including the Portfolio Manager, the AIFM, the Company's Broker and Auditor. In 
addition, the Company is a member of the Association of Investment Companies 
(AIC), which provides regular technical updates including highlighting 
forthcoming industry and/or regulatory issues and advising on compliance 
obligations. 
 
IMPACT OF BREXIT 
 
The Board has considered whether Brexit poses a discrete risk to the Company. 
At the date of this report, there was still considerable uncertainty around 
both the process and the effects of Brexit and therefore the analysis at this 
stage is necessarily general. 
 
As the Company is priced in sterling and the Company's portfolio companies are 
priced in foreign currencies sharp movements in exchange rates can affect the 
net asset value (note 16 for the foreign currency sensitivity analysis). 
 
Furthermore, whilst the Company's current shareholders are predominantly UK 
based, sharp or unexpected changes in investor sentiment, or tax or regulatory 
changes, could lead to short term selling pressure on the Company's shares 
which potentially could lead to the share price discount widening. 
 
Overall, however, the Board believes that over the longer term, Brexit is 
unlikely to affect the Company's business model or whether the Company's shares 
trade at a premium or discount to the net asset value per share. The Board will 
continue to monitor developments as they occur. 
 
COMPANY PROMOTION 
 
The Company has appointed Frostrow to provide marketing and investor relations 
services, in the belief that a well-marketed investment company is more likely 
to grow over time, have a more diverse and stable shareholder register and will 
trade at a superior rating to its peers. 
 
Frostrow actively promotes the Company in the following ways: 
 
Engaging regularly with institutional investors, discretionary wealth managers 
and a range of execution-only platforms: Frostrow regularly talks and meets 
with institutional investors, discretionary wealth managers and execution-only 
platform providers to discuss the Company's strategy and to understand any 
issues and concerns, covering both investment and corporate governance matters; 
 
Making Company information more accessible: Frostrow works to raise the profile 
of the Company by targeting key groups within the investment community, holding 
annual investment seminars, overseeing PR output and managing the Company's 
website and wider digital offering, including Portfolio Manager videos and 
social media; 
 
Disseminating key Company information: Frostrow performs the Investor Relations 
function on behalf of the Company and manages the investor database. Frostrow 
produces all key corporate documents, distributes monthly Fact Sheets, Annual 
Reports and updates from OrbiMed on portfolio and market developments; and 
 
Monitoring market activity, acting as a link between the Company, shareholders 
and other stakeholders: Frostrow maintains regular contact with sector broker 
analysts and other research and data providers, and conducts periodic investor 
perception surveys, liaising with the Board to provide up-to-date and accurate 
information on the latest shareholder and market developments. 
 
DISCOUNT CONTROL MECHANISM (DCM) 
 
The Board undertakes a regular review of the level of discount/premium and 
consideration is given to ways in which share price performance may be 
enhanced, including the effectiveness of marketing, share issuance and share 
buy-backs, where appropriate. 
 
The Board implemented the DCM in 2004. This established a target level of no 
more than a 6% share price discount to the ex-income NAV per share. 
 
Under the DCM, the Company's shares being offered on the stock market, when the 
discount reaches a level of 6% or more, may be bought back and held as treasury 
shares (See Glossary). 
 
Treasury shares can be sold back to the market at a later date at a discount 
narrower than that at which they were bought and no greater than a 5% discount 
to the cum income NAV per share. 
 
Shareholders should note, however, that it remains possible for the share price 
discount to the NAV per share to be greater than 6% on any one day. This is due 
to the fact that the share price continues to be influenced by overall supply 
and demand for the Company's shares in the secondary market. The volatility of 
the NAV per share in an asset class such as healthcare is another factor over 
which the Board has no control. 
 
In recent years the Company's successful performance has generated substantial 
investor interest. Whenever there are unsatisfied buying orders for the 
Company's shares in the market, the Company has the ability to issue new shares 
at a small premium to the cum income NAV per share. This is an effective share 
price premium management tool. 
 
No shares were repurchased during the year and to the date of this report. 
 
SOCIAL, ECONOMIC AND ENVIRONMENTAL MATTERS 
 
The Directors, through the Company's Portfolio Manager, encourage companies in 
which investments are made to adhere to best practice with regard to corporate 
governance. In light of the nature of the Company's business there are no 
relevant human rights issues and the Company does not have a human rights 
policy. 
 
The Company recognises that social and environmental issues can have an effect 
on some of its investee companies. 
 
The Company is an investment trust and so its own direct environmental impact 
is minimal. The Board of Directors consists of seven Directors, five of whom 
are resident in the UK, one in Canada and one in the U.S. The Board holds the 
majority of its regular meetings in the United Kingdom, with one meeting held 
each year in New York, and has a policy that travel, as far as possible, is 
minimal, thereby minimising the Company's greenhouse gas emissions. Further 
details concerning greenhouse gas emissions can be found within the Report of 
the Directors. 
 
RESPONSIBLE INVESTING 
 
The Company's Portfolio Manager, OrbiMed, believes there is a high congruence 
between companies that seek to act responsibly and those that succeed in 
building long-term shareholder value. To the extent practicable and reasonable, 
OrbiMed takes into account applicable environmental, social and corporate 
factors when evaluating a prospective or existing investment for the Company. 
These criteria form the foundation of OrbiMed's Responsible Investing Policy 
and are among the factors that members of OrbiMed's investment team may 
research and analyse when determining whether to recommend that the Company 
makes an investment. In particular, OrbiMed has a focus on the corporate 
governance environment that exists at a prospective investee company when 
making investment decisions. 
 
LONG TERM VIABILITY 
 
The Board has carried out a robust assessment of the principal risks facing the 
Company including those that would threaten its business model, future 
performance, solvency or liquidity. The Board has drawn up a matrix of risks 
facing the Company and has put in place a schedule of investment limits and 
restrictions, appropriate to the Company's investment objective and policy, in 
order to mitigate these risks as far as practicable. The principal risks and 
uncertainties which have been identified, and the steps taken by the Board to 
mitigate these as far as possible. 
 
The Board believes it is appropriate to assess the Company's viability over a 
five year period. This period is also deemed appropriate due to our Portfolio 
Manager's long-term investment horizon and also what it believes to be 
investors' horizons, taking account of the Company's current position and the 
potential impact of the principal risks and uncertainties. The Directors also 
took into account the liquidity of the portfolio when considering the viability 
of the Company over the next five years and its ability to meet liabilities as 
they fall due. 
 
The Directors do not expect there to be any significant change in the principal 
risks that have been identified or the adequacy of the mitigating controls in 
place, and do not envisage any change in strategy or objectives or any events 
that would prevent the Company from continuing to operate over that period as 
the Company's assets are liquid, its commitments are limited and the Company 
intends to continue to operate as an investment trust. 
 
Based on this assessment, the Directors have a reasonable expectation that the 
Company will be able to continue in operation and meet its liabilities as they 
fall due over the next five-year period. 
 
The assessment has included a detailed review of the issues arising from the 
COVID-19 pandemic as referred to in the Chairman's Statement. 
 
STAKEHOLDER INTERESTS AND BOARD DECISION-MAKING (SECTION 172 STATEMENT) 
 
The Directors have a duty to promote the success of the Company for the benefit 
of shareholders as a whole and to describe how they have performed this duty 
having regard to matters set out in section 172(1) of the Companies Act 2006. 
In fulfilling this duty, the Directors consider the likely consequences of 
their actions over the long term and on other stakeholders. As an externally 
managed investment company, the Company does not have employees. Its main 
stakeholders therefore comprise its shareholders, who are also its customers, 
and a small number of suppliers. These suppliers are external firms engaged by 
the Board to provide, amongst others, AIFM, portfolio management, secretarial, 
depositary, custodial and banking services. The principal relationships are 
with the AIFM and the Portfolio Manager and the Strategic Report contains 
further information. The portfolio management services are fundamental to the 
long-term success of the Company through the pursuit of the investment 
objective. The Board regularly monitors the Company's investment performance in 
relation to its objective and also to its investment policy and strategy. It 
seeks to maintain a constructive working relationship with the AIFM and the 
Portfolio Manager and on an annual basis reviews their continuing appointment 
to ensure it is in the best long-term interests of shareholders. The Board 
receives and reviews detailed presentations and reports from the AIFM and the 
Portfolio Manager and other suppliers to enable the Directors to exercise 
effective oversight of the Company's activities. Further information on the 
Board's review process is set out in the Corporate Governance Report. The AIFM 
seeks to maintain constructive relationships with the Company's other suppliers 
on behalf of the Company, typically through regular communications, provision 
of relevant information and update meetings. To help the Board in its aim to 
act fairly as between the Company's members, it encourages communications with 
all shareholders. The Annual and Half Year reports are issued to shareholders 
and are available on the Company's website together with other relevant 
information including monthly fact sheets. The AIFM offers to meet shareholders 
regularly to provide detailed reports on the progress of the Company and 
receive feedback which is provided to the Board. Directors are also available 
to meet with shareholders during the year and at the AGM. Please refer to the 
Chairman's Statement for details of this year's arrangements. Shareholders' 
views are considered as part of the Board's regular strategy reviews. 
Shareholders have the opportunity to validate the Board's strategy through a 
vote every five years on the continuation of the Company and the Board 
encourages shareholders to participate in this vote. The next opportunity will 
arise at the AGM to be held in 2024. In seeking to enhance value for 
shareholders over the long term, the Board has also established guidelines to 
allow the AIFM and the Portfolio Manager to deploy gearing on a tactical basis 
when opportunities arise and to implement share buy-back and share issuance as 
appropriate. 
 
As described in more detail within the Corporate Governance Report, the Board 
is committed to maintaining and demonstrating high standards of corporate 
governance in relation to the Company's business conduct. The approach taken by 
the Portfolio Manager in the context of ESG investing is described in the 
Business Review. 
 
In summary, the Board's primary focus in promoting the long-term success of the 
Company for the benefit of its shareholders as a whole is to direct the Company 
with a view to achieving the investment objective in a manner consistent with 
its stated investment policy and strategy. In doing so, and as described above, 
it has due regard to the impact of its actions on other stakeholders and the 
wider community. 
 
ALTERNATIVE PERFORMANCE MEASURES 
 
The Financial Statements set out the required statutory reporting measures of 
the Company's financial performance. In addition, the Board assesses the 
Company's performance against a range of criteria which are viewed as 
particularly relevant for investment trusts, these are set out in the Strategic 
Report. 
 
PERFORMANCE AND FUTURE DEVELOPMENTS 
 
An outline of performance, investment activity and strategy, and market 
background during the year, as well as the future outlook, is provided in the 
Chairman's Statement and the Portfolio Manager's Review. 
 
By order of the Board 
 
Frostrow Capital LLP 
Company Secretary 
 
3 June 2020 
 
Governance/BOARD OF DIRECTORS 
 
Sir Martin Smith 
 
Independent Non-Executive Chairman 
 
Joined the Board in 2007 and became Chairman in 2008 
 
Remuneration GBP49,140pa* 
 
Shareholding in the Company 
 
11,871 (Beneficial) 2,725 (Trustee) 
 
Skills and Experience 
 
Sir Martin Smith has been involved in the financial services sector for more 
than 40 years. He was a founder and senior partner of Phoenix Securities, 
becoming Chairman of European Investment Banking for Donaldson, Lufkin & 
Jenrette (DLJ) following the acquisition of Phoenix by DLJ. He was subsequently 
a founder of New Star Asset Management Ltd. 
 
Other Appointments 
 
Sir Martin has a number of other directorships and business interests, 
including acting as Chairman of GP Bullhound, the technology investment banking 
firm. 
 
Sir Martin's pro-bono interests include being a founder of the Orchestra of the 
Age of Enlightenment of which he is Life President, and serving on the boards 
of a number of other arts organisations including the Glyndebourne Arts Trust 
and the Royal Academy of Music. He is a Director of ClientEarth. In 2008 Sir 
Martin with his family were founding benefactors of the Smith School of 
Enterprise and the Environment at Oxford University. 
 
Standing for re-election: Yes 
 
Sarah Bates 
 
Independent Non-Executive Director 
 
Joined the Board in 2013 
 
Remuneration: GBP31,040pa* 
 
Shareholding in the Company 
 
7,200 
 
Skills and Experience 
 
Sarah is a past Chair of the Association of Investment Companies and has been 
involved in the UK savings and investment industry in different roles for over 
35 years. 
 
Sarah is a fellow of CFA UK. 
 
Other Appointments 
 
Sarah is also non-executive Chair of Merian Global Investors and of Polar 
Capital Technology Trust plc. She is a member of the Investment Committees of 
the Universities Superannuation Scheme and the BBC Pension Scheme. Sarah is 
Chair of Trustees of the Diversity Group Charity, an Ambassador for Chapter 
Zero and a mentor for Chairmen Mentors International. 
 
Standing for re-election: Yes 
 
*          Information as at 31 March 2020 
 
Sven Borho 
 
Non-Executive Director 
 
Joined the Board in 2018 
 
Remuneration: Nil* 
 
Shareholding in the Company 
 
10,000 
 
Skills and Experience 
 
Sven H. Borho, CFA, is a founder and Managing Partner of OrbiMed. Sven heads 
the public equity team and he is the portfolio manager for OrbiMed's public 
equity and hedge funds. He has been a portfolio manager for the firm's funds 
since 1993 and has played an integral role in the growth of OrbiMed's asset 
management activities. He started his career in 1991 when he joined OrbiMed's 
predecessor firm as a Senior Analyst covering European pharmaceutical firms and 
biotechnology companies worldwide. 
 
Other Appointments 
 
Sven is a Managing Partner of OrbiMed and does not have any other appointments. 
 
Standing for re-election: Yes 
 
Dr David Holbrook 
 
Independent Non-Executive Director 
 
Joined the Board in 2007 
 
Remuneration: GBP33,290pa* 
 
David is Chairman of the Nominations Committee and is the Senior Independent 
Director. 
 
Shareholding in the Company 
 
1,094 
 
Skills and Experience 
 
A qualified physician, David was formerly Investment Director of the life 
science activities of the seed fund of the University of Cambridge. David 
attended London and Oxford Universities, and has an MBA from Harvard Business 
School. He has held senior positions in a number of blue chip biopharmaceutical 
organisations including GlaxoSmithKline and Roche. 
 
Other Appointments 
 
David manages the new seed fund established by LifeArc (formerly known as MRC 
Technology). David is also a non-executive Director of Oxford Biodynamics plc 
and is Chairman of Trustees of the Liver Group Charity. 
 
Standing for re-election: Yes 
 
*          Information as at 31 March 2020 
 
Humphrey van der Klugt, FCA 
 
Independent Non-Executive Director 
 
Joined the Board in 2016 
 
Remuneration: GBP38,030pa* 
 
A Chartered Accountant, Humphrey is Chairman of the Audit Committee. 
 
Shareholding in the Company 
 
3,000 
 
Skills and Experience 
 
Humphrey was formerly Chairman of Fidelity European Values PLC and a Director 
of Murray Income Trust PLC, BlackRock Commodities Income Investment Trust plc 
and JPM Claverhouse Investment Trust plc. Prior to this Humphrey was a fund 
manager and Director of Schroder Investment Management Limited and in a 22 year 
career was a member of their Group Investment and Asset Allocation Committees. 
Prior to joining Schroders, he was with Peat Marwick Mitchell & Co (now KPMG) 
where he qualified as a Chartered Accountant in 1979. 
 
Other Appointments 
 
Humphrey is a non-executive Director of Allianz Technology Trust PLC. 
 
Standing for re-election: Yes 
 
Doug McCutcheon 
 
Independent Non-Executive Director 
 
Joined the Board in 2012 
 
Remuneration: GBP31,040pa* 
 
Doug is Chairman of the Management Engagement & Remuneration Committee. 
 
Shareholding in the Company 
 
15,000 
 
Skills and Experience 
 
Doug is the President of Longview Asset Management Ltd., an investment firm 
that manages the capital of families, charities and endowments. Prior to this, 
Doug was an investment banker for 25 years at UBS and its predecessor firm, 
S.G. Warburg, where, most recently, he was the head of Healthcare Investment 
Banking for Europe, the Middle East, Africa and Asia-Pacific. Doug is involved 
in philanthropic organisations with a focus on healthcare and education. He 
attended Queen's University, Canada. 
 
Other Appointments 
 
Doug is the President of Longview Asset Management Ltd. and Gormley Limited, 
independent investment firms. He is also a Director of Labrador Iron Ore 
Royalty Corporation. 
 
Standing for re-election: Yes 
 
Dr Bina Rawal 
 
Independent Non-Executive Director 
 
Joined the Board in 2019 
 
Remuneration: GBP31,040pa* 
 
Shareholding in the Company 
 
500 
 
Skills and Experience 
 
Dr Rawal, a physician with 25 years' experience in life sciences research and 
development, has held senior executive roles in drug development and scientific 
evaluation in four global pharmaceutical companies. She has also worked in 
senior roles with two medical research funding organisations: Wellcome Trust 
and Cancer Research UK. 
 
Other Appointments 
 
Dr Rawal is currently working part-time in Corporate Partnerships at Cancer 
Research UK. She is a non-executive director on the Board of the Innovation 
Agency (Northwest Coast Academic Health Science Network) where she supports the 
adoption and spread of innovation within the NHS. Dr Rawal is a Trustee of two 
educational charities: the Social Mobility Foundation and the Children's 
University Trust, and is also a member of the Council of St George's University 
of London. 
 
Standing for election: Yes 
 
*          Information as at 31 March 2020 
 
Governance/REPORT OF THE DIRECTORS 
 
The Directors present their Annual Report on the affairs of the Company 
together with the audited financial statements and the Independent Auditors' 
Report for the year ended 31 March 2020. 
 
SIGNIFICANT AGREEMENTS 
 
Details of the services provided under these agreements are included in the 
Strategic Report. 
 
ALTERNATIVE INVESTMENT FUND MANAGEMENT AGREEMENT 
 
As described below, Frostrow is the designated AIFM for the Company on the 
terms and subject to the conditions of the alternative investment fund 
management agreement between the Company and Frostrow (the "AIFM Agreement"). 
 
The notice period on the AIFM Agreement with Frostrow is 12 months, termination 
can be initiated by either party. 
 
During the year under review, Frostrow charged a variable base fee, which was 
dependent on the size of the Company. (Further details of this fee can be found 
below). 
 
PORTFOLIO MANAGEMENT AGREEMENT 
 
Under the AIFM Agreement Frostrow has delegated the portfolio management 
function to OrbiMed, under a portfolio management agreement between it, the 
Company and Frostrow (the "Portfolio Management Agreement"). 
 
OrbiMed receives a periodic fee equal to 0.65% p.a. of the Company's NAV and a 
performance fee as set out in the Performance Fee section below. Its agreement 
with the Company may be terminated by either party giving notice of not less 
than 12 months. 
 
PERFORMANCE FEE 
 
Dependent on the level of long-term outperformance of the Company, OrbiMed is 
entitled to a performance fee. The performance fee is calculated by reference 
to the amount by which the Company's NAV performance has outperformed the 
Benchmark (see inside front cover for details of the Benchmark). 
 
The fee is calculated quarterly by comparing the cumulative performance of the 
Company's NAV with the cumulative performance of the Benchmark since the launch 
of the Company in 1995. The performance fee amounts to 15.0% of any 
outperformance over the Benchmark. Provision is made within the daily NAV per 
share calculation as required and in accordance with generally accepted 
accounting standards. 
 
In order to ensure that only sustained outperformance is rewarded, at each 
quarterly calculation date any performance fee payable is based on the lower 
of: 
 
(i)     The cumulative outperformance of the portfolio over the Benchmark as at 
the quarter end date; and 
 
(ii)     The cumulative outperformance of the portfolio over the Benchmark as 
at the corresponding quarter end date in the previous year 
 
less any cumulative outperformance on which a performance fee has already been 
paid. 
 
The effect of this is that outperformance has to be maintained for a twelve 
month period before it is paid. 
 
Although the Company has outperformed the Benchmark during the year, no 
provision for potential future performance fee payments has been made as at 31 
March 2020 (2019: nil) as the level of cumulative outperformance is below that 
at which a performance fee has already been paid. 
 
No performance fee could become payable in the year ending 31 March 2021. 
 
DEPOSITARY AGREEMENT 
 
The Company appointed J.P. Morgan Europe Limited (the "Depositary") as its 
Depositary in accordance with the AIFMD on the terms and subject to the 
conditions of the Depositary agreement between the Company, Frostrow and the 
Depositary (the "Depositary Agreement"). 
 
Under the terms of the Depositary Agreement the Company has agreed to pay the 
Depositary a fee calculated at 1.75bp on net assets up to GBP150 million, 1.50 
bps on net assets between GBP150 million and GBP300 million, 1.00bps on net assets 
between GBP300 million and GBP500 million and 0.50bps on net assets above GBP500 
million. 
 
The Depositary has delegated the custody and safekeeping of the Company's 
assets to J.P. Morgan Securities LLC (the "Custodian and Prime Broker") 
pursuant to a delegation agreement between the Company, Frostrow, the 
Depositary and the Custodian and Prime Broker (the "Delegation Agreement"). 
 
The Delegation Agreement transfers the Depositary's liability for the loss of 
the Company's financial instruments held in custody by the Custodian and Prime 
Broker to the Custodian and Prime Broker in accordance with the AIFMD. The 
Company has consented to the transfer and reuse of its assets by the Custodian 
and Prime Broker (known as "rehypothecation") in accordance with the terms of 
an institutional account agreement between the Company, the Custodian and Prime 
Broker and certain other J.P. Morgan entities (as defined therein). 
 
PRIME BROKERAGE AGREEMENT 
 
The Company appointed J.P. Morgan Securities LLC on the terms and subject to 
the conditions of the prime brokerage agreement between the Company, Frostrow 
and the Depositary (the "Prime Brokerage Agreement"). The Custodian and Prime 
Broker receives interest on the drawn overdraft as detailed in note 12. 
 
The Custodian and Prime Broker is a registered broker-dealer and is regulated 
by the United States Securities and Exchange Commission. 
 
RESULTS AND DIVIDS 
 
The results attributable to shareholders for the year and the transfer to 
reserves are shown in the Financial Statements. Details of the Company's 
dividend record can be found in the Strategic Report. 
 
SUBSTANTIAL INTERESTS IN SHARE CAPITAL 
 
The Company was aware of the following substantial interests in the voting 
rights of the Company as at 30 April 2020, the latest practicable date before 
publication of the Annual Report: 
 
                                                        30 April 2020     31 March 2020 
 
                                                                   % of              % of 
                                                                 issued            issued 
 
                                                      Number of   share Number of   share 
 
Shareholder                                              shares capital    shares capital 
 
Rathbone Brothers plc                                 5,694,933    10.5 5,634,530    10.5 
 
Investec Wealth & Investment Limited                  4,104,897     7.6 4,108,528     7.7 
 
Interactive Investor                                  3,085,430     5.7 3,010,415     5.6 
 
Hargreaves Lansdown plc                               2,978,330     5.5 2,798,460     5.2 
 
Charles Stanley & Co Limited                          2,519,445     4.6 2,509,090     4.7 
 
Brewin Dolphin                                        2,064,810     3.8 2,048,037     3.8 
 
Quilter Cheviot Investment Management                 1,966,057     3.6 1,931,085     3.6 
 
Forsyth Barr                                          1,946,095     3.6 1,949,647     3.6 
 
As at 31 March 2020 the Company had 53,619,278 shares in issue. As at 30 April 
2020 there were 54,619,278 shares in issue. 
 
DIRECTORS' & OFFICERS' LIABILITY INSURANCE COVER 
 
Directors' & officers' liability insurance cover was maintained by the Company 
during the year ended 31 March 2020 and to the date of this report. It is 
intended that this policy will continue for the year ending 31 March 2021 and 
subsequent years. 
 
DIRECTORS' INDEMNITIES 
 
During the year under review and to the date of this report, indemnities were 
in force between the Company and each of its Directors under which the Company 
has agreed to indemnify each Director, to the extent permitted by law, in 
respect of certain liabilities incurred as a result of carrying out his or her 
role as a Director of the Company. The Directors are also indemnified against 
the costs of defending any criminal or civil proceedings or any claim by the 
Company or a regulator as they are incurred provided that where the defence is 
unsuccessful the Director must repay those defence costs to the Company. The 
indemnities are qualifying third party indemnity provisions for the purposes of 
the Companies Act 2006. 
 
A copy of each deed of indemnity is available for inspection at the Company's 
registered office during normal business hours and will be available for 
inspection at the Annual General Meeting. Please refer to the Chairman's 
Statement for details of this year's Annual General Meeting arrangements. 
 
CAPITAL STRUCTURE 
 
The Company's capital structure is composed solely of ordinary shares. 
 
During the year under review and to the date of this report, no shares were 
bought back by the Company to be held in treasury. 
 
During the year, a total of 1,024,000 new shares were issued at an average 
premium of 0.8% to the prevailing cum income NAV per share. 
 
Since the year end, to 2 June 2020, 3,167,000 new shares have been issued at an 
average premium of 0.8% to the prevailing cum income NAV per share. 
 
VOTING RIGHTS IN THE COMPANY'S SHARES 
 
Details of the voting rights in the Company's shares at the date of this Annual 
Report are given in note 9 to the Notice of Annual General Meeting. 
 
POLITICAL AND CHARITABLE DONATIONS 
 
The Company has not in the past and does not intend in the future to make 
political or charitable donations. 
 
MODERN SLAVERY ACT 2015 
 
The Company does not provide goods or services in the normal course of 
business, and as a financial investment vehicle does not have customers. The 
Directors do not therefore consider that the Company is required to make a 
statement under the Modern Slavery Act 2015 in relation to slavery or human 
trafficking. 
 
ANTI-BRIBERY AND CORRUPTION POLICY 
 
The Board has adopted a zero tolerance approach to instances of bribery and 
corruption. Accordingly it expressly prohibits any Director or associated 
persons when acting on behalf of the Company, from accepting, soliciting, 
paying, offering or promising to pay or authorise any payment, public or 
private in the UK or abroad to secure any improper benefit for themselves or 
for the Company. 
 
The Board ensures that its service providers apply the same standards in their 
activities for the Company. 
 
A copy of the Company's Anti Bribery and Corruption Policy can be found on its 
website at www.worldwidewh.com. The policy is reviewed regularly by the Audit 
Committee. 
 
CRIMINAL FINANCES ACT 2017 
 
The Company has a commitment to zero tolerance towards the criminal 
facilitation of tax evasion. 
 
GLOBAL GREENHOUSE GAS EMISSIONS 
 
The Company has no greenhouse gas emissions to report from its operations, nor 
does it have responsibility for any other emissions producing sources under 
Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 
2008 (as amended), including those within the underlying investment portfolio. 
 
COMMON REPORTING STANDARD (CRS) 
 
CRS is a global standard for the automatic exchange of information commissioned 
by the Organisation for Economic Cooperation and Development and incorporated 
into UK law by the International Tax Compliance Regulations 2015. CRS requires 
the Company to provide certain additional details to HMRC in relation to 
certain shareholders. The reporting obligation began in 2016 and is an annual 
requirement. The Registrars, Link Asset Services, have been engaged to collate 
such information and file the reports with HMRC on behalf of the Company. 
 
GOING CONCERN 
 
The financial statements have been prepared on a going concern basis. The 
Directors consider this is the appropriate basis as the Company has adequate 
resources to continue in operational existence for the foreseeable future, 
being taken as 12 months after approval of the financial statements. The 
Company's shareholders are asked every five years to vote for the continuation 
of the Company, this will next be put to shareholders at the Annual General 
Meeting to be held in 2024. The content of the Company's portfolio, trading 
activity, the Company's cash balances and revenue forecasts, and the trends and 
factors likely to affect the Company's performance are reviewed and discussed 
at each Board meeting. The Board has considered a detailed assessment of the 
Company's ability to meet its liabilities as they fall due, including stress 
and liquidity tests which modelled the effects of further substantial falls in 
markets to that experienced to date in connection with the coronavirus pandemic 
and significant reductions in market liquidity, on the Company's net asset 
value, its cash flows and its expenses. Further information is provided in the 
Audit Committee report. 
 
Based on the information available to the Directors at the date of this report, 
including the results of these stress tests, the conclusions drawn in the 
Viability Statement, the Company's cash balances, and the liquidity of the 
Company's listed investments, the Directors are satisfied that the Company has 
adequate financial resources to continue in operation for at least the next 12 
months and that, accordingly, it is appropriate to continue to adopt the going 
concern basis in preparing the financial statements. 
 
ARTICLES OF ASSOCIATION 
 
Amendments of the Company's Articles of Association requires a special 
resolution to be passed by shareholders. 
 
REQUIREMENTS OF THE LISTING RULES 
 
Listing Rule 9.8.4 requires the Company to include certain information in a 
single identifiable section of the Annual Report or a cross reference table 
indicating where the information is set out. The Directors confirm that there 
are no disclosures to be made under Listing Rule 9.8.4. 
 
By order of the Board 
 
Frostrow Capital LLP 
Company Secretary 
 
3 June 2020 
 
Governance/STATEMENT OF DIRECTORS' RESPONSIBILITIES 
 
The Directors are responsible for preparing the Financial Statements in 
accordance with applicable law and regulations. In preparing these financial 
statements, the Directors are required to: 
 
-       select suitable accounting policies and apply them consistently; 
 
-       make judgements and estimates that are reasonable and prudent; 
 
-       follow applicable UK accounting standards comprising FRS 102; and 
 
-       prepare the financial statements on a going concern basis. 
 
The Directors are responsible for keeping adequate accounting records that are 
sufficient to show and explain the Company's transactions and disclose with 
reasonable accuracy at any time the financial position of the Company and 
enable them to ensure that the financial statements and the Directors' 
Remuneration Report comply with the Companies Act 2006. They are also 
responsible for safeguarding the assets of the Company and hence for taking 
reasonable steps for the prevention and detection of fraud and other 
irregularities. 
 
The Directors are responsible for ensuring that the Report of the Directors and 
other information included in the Annual Report is prepared in accordance with 
company law in the United Kingdom. They are also responsible for ensuring that 
the Annual Report includes information required by the Listing Rules of the 
FCA. 
 
The financial statements are published on the Company's website 
www.worldwidewh.com and via Frostrow's website www.frostrow.com. The 
maintenance and integrity of these websites, so far as it relates to the 
Company, is the responsibility of Frostrow. The work carried out by the 
Auditors does not involve consideration of the maintenance and integrity of 
these websites and, accordingly, the Auditors accept no responsibility for any 
changes that have occurred to the financial statements since they were 
initially presented on these websites. Visitors to the websites need to be 
aware that legislation in the United Kingdom governing the preparation and 
dissemination of the financial statements may differ from legislation in their 
jurisdiction. 
 
DISCLOSURE OF INFORMATION TO THE AUDITORS 
 
So far as the Directors are aware, there is no relevant information of which 
the Auditors are unaware. The Directors have taken all steps they ought to have 
taken to make themselves aware of any relevant audit information and to 
establish that the Auditors are aware of such information. 
 
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL FINANCIAL 
REPORT 
 
The Directors confirm to the best of their knowledge that: 
 
-       the Financial Statements, within this Annual Report, have been prepared 
in accordance with applicable accounting standards, give a true and fair view 
of the assets, liabilities, financial position and the return for the year 
ended 31 March 2020; 
 
-       the Chairman's Statement, Strategic Report and the Report of the 
Directors include a fair review of the information required by 4.1.8R to 
4.1.11R of the FCA's Disclosure Guidance and Transparency Rules; and 
 
-       the Annual Report and Financial Statements taken as a whole are fair, 
balanced and understandable and provide the information necessary to assess the 
Company's performance, business model and strategy. 
 
On behalf of the Board 
 
Sir Martin Smith 
Chairman 
 
3 June 2020 
 
Governance/CORPORATE GOVERNANCE 
 
THE BOARD AND COMMITTEES 
 
Responsibility for effective governance lies with the Board. The governance 
framework of the Company reflects the fact that as an investment company it has 
no employees and outsources portfolio management to OrbiMed and risk 
management, company management, company secretarial, administrative and 
marketing services to Frostrow. 
 
                          THE BOARD 
                 Chairman - Sir Martin Smith 
       Senior Independent Director - Dr David Holbrook 
   Five additional non-executive Directors, all considered 
             independent, except for Sven Borho. 
                    Key responsibilities: 
  -       to provide leadership and set strategy, values and 
  standards within a framework of prudent effective controls 
        which enable risk to be assessed and managed; 
-       to ensure that a robust corporate governance framework 
                     is implemented; and 
-       to challenge constructively and scrutinise performance 
                of all outsourced activities. 
 
     Management         Audit Committee        Nominations 
    Engagement &            Chairman            Committee 
    Remuneration        Humphrey van der         Chairman 
     Committee            Klugt, FCA*       Dr David Holbrook 
      Chairman          All Independent      All Independent 
  Doug McCutcheon     Directors (excluding      Directors 
  All Independent      the Chairman, Sir           Key 
     Directors           Martin Smith)      responsibilities: 
        Key                   Key           -       to review 
 responsibilities:     responsibilities:      regularly the 
 -       to review     -       to review    Board's structure 
   regularly the         the Company's       and composition; 
   contracts, the      financial reports;          and 
  performance and      -       to oversee    -       to make 
remuneration of the   the risk and control   recommendations 
Company's principal     environment and     for any changes or 
 service providers;   financial reporting;  new appointments. 
        and                   and 
 -       to set the    -       to review 
     Directors'        the performance of 
Remuneration Policy      the Company's 
  of the Company.      external Auditors. 
 
*          The Directors believe that Humphrey van der Klugt has the necessary 
recent and relevant financial experience to Chair the Company's Audit 
Committee. 
 
Copies of the full terms of reference, which clearly define the 
responsibilities of each Committee, can be obtained from the Company Secretary 
and can be found at the Company's website at www.worldwidewh.com. 
 
CORPORATE GOVERNANCE STATEMENT 
 
The Board is committed to maintaining and demonstrating high standards of 
corporate governance. The Board has considered the principles and 
recommendations of the AIC Code of Corporate Governance ('AIC Code'). The AIC 
Code addresses all the principles set out in the UK Corporate Governance Code 
(the 'UK Code'), as well as setting out additional provisions on issues that 
are of specific relevance to the Company. 
 
The Financial Reporting Council has confirmed that by following the AIC Code 
boards of investment companies will meet their obligations in relation to the 
UK Code and paragraph 9.8.6 of the UK Listing Rules. 
 
The Board considers that reporting in accordance with the principles and 
recommendations of the AIC Code provides more relevant and comprehensive 
information to shareholders. The AIC Code can be viewed at www.theaic.co.uk. 
The Corporate Governance Statement, forms part of the Report of the Directors. 
 
BOARD LEADERSHIP AND PURPOSE 
 
PURPOSE AND STRATEGY 
 
The purpose and strategy of the Company are described in the Strategic Report. 
 
THE BOARD 
 
The Board is responsible for the effective Stewardship of the Company's 
affairs. Strategy issues and all operational matters of a material nature are 
considered at its meetings. 
 
The Board consists of seven non-executive Directors, each of whom, with the 
exception of Sven Borho, is independent of OrbiMed and the Company's other 
service providers. No member of the Board is a Director of another investment 
company managed by OrbiMed, nor has any Board member been an employee of the 
Company, OrbiMed or any of the Company's service providers. 
 
The Board carefully considers the various guidelines for determining the 
independence of non-executive Directors, placing particular weight on the view 
that independence is evidenced by an individual being independent of mind, 
character and judgement. All Directors, with the exception of Sven Borho, are 
presently considered to be independent. All Directors retire at the AGM each 
year and, if appropriate, seek re-election. Each Director has signed a letter 
of appointment to formalise the terms of their engagement as a non-executive 
Director, copies of which are available on request at the office of Frostrow 
Capital LLP. 
 
BOARD CULTURE 
 
The Board aims to consider and discuss differences of opinion, unique vantage 
points and to exploit fully areas of expertise. The Chairman encourages open 
debate to foster a supportive and co-operative approach for all participants. 
Strategic decisions are discussed openly and constructively. The Board aims to 
be open and transparent with shareholders and other stakeholders and for the 
Company to conduct itself responsibly, ethically and fairly in its 
relationships with service providers. 
 
The Board has gained assurance on whistleblowing procedures at the Company's 
principal service providers to ensure employees at those companies are 
supported in speaking up and raising concerns. No concerns relating to the 
Company were raised during the year. 
 
SHAREHOLDER RELATIONS 
 
The Company has appointed Frostrow to provide marketing and investor relations 
services, in the belief that a well marketed investment company is more likely 
to grow over time, have a more diverse, stable list of shareholders and its 
shares will trade at close to net asset value per share over the long run. 
Frostrow actively promotes the Company. 
 
SHAREHOLDER COMMUNICATIONS 
 
The Board, the AIFM and the Portfolio Manager consider maintaining good 
communications with shareholders and engaging with larger shareholders through 
meetings and presentations a key priority. Shareholders are being informed by 
the publication of annual and half-year reports which include financial 
statements. These reports are supplemented by the daily release of the net 
asset value per share to the London Stock Exchange and the publication of 
monthly fact sheets. All this information, including interviews with the 
Portfolio Manager, is available on the Company's website at www.worldwidewh.com 
. 
 
The Board supports the principle that the Annual General Meeting be used to 
communicate with private investors, in particular. Shareholders are usually 
encouraged to attend the Annual General Meeting, where they are normally given 
the opportunity to question the Chairman, the Board and representatives of the 
Portfolio Manager. In addition, the Portfolio Manager usually makes a 
presentation to shareholders covering the investment performance and strategy 
of the Company at the Annual General meeting. However, in light of government 
rules relating to the coronavirus pandemic at the date of this report, the 
Board has made different arrangements for the forthcoming AGM and these are 
explained in the Chairman's Statement. Details of the proxy votes received in 
respect of each resolution will be made available on the Company's website. 
 
The Board monitors the share register of the Company; it also reviews 
correspondence from shareholders at each meeting and maintains regular contact 
with major shareholders. Shareholders who wish to raise matters with a Director 
may do so by writing to them at the registered office of the Company. 
 
SIGNIFICANT HOLDINGS AND VOTING RIGHTS 
 
Details of the shareholders with substantial interests in the Company's shares, 
the Directors' authorities to issue and repurchase the Company's shares, and 
the voting rights of the shares are set out in the Directors' Report. 
 
BOARD MEETINGS 
 
The Board meets formally at least four times each year. During the lockdown 
period introduced as a result of the COVID­19 pandemic, the Board continued to 
meet virtually. A representative of OrbiMed attends all meetings; 
representatives from Frostrow Capital LLP are also in attendance at each Board 
meeting. The Chairman encourages open debate to foster a supportive and 
co-operative approach for all participants. 
 
The Board has agreed a schedule of matters specifically reserved for decision 
by the Board. This includes establishing the investment objectives, strategy 
and the Benchmark, the permitted types or categories of investments, the 
markets in which transactions may be undertaken, the amount or proportion of 
the assets that may be invested in any geography or category of investment or 
in any one investment, and the Company's share issuance and share buyback 
policies. 
 
The Board, at its regular meetings, undertakes reviews of key investment and 
financial data, revenue projections and expenses, analyses of asset allocation, 
transactions and performance comparisons, share price and net asset value 
performance, marketing and shareholder communication strategies, the risks 
associated with pursuing the investment strategy, peer group information and 
industry issues. 
 
The Chairman is responsible for ensuring that the Board receives accurate, 
timely and clear information. Representatives of OrbiMed and Frostrow Capital 
LLP report regularly to the Board on issues affecting the Company. 
 
The Board is responsible for strategy and has established an annual programme 
of agenda items under which it reviews the objectives and strategy for the 
Company at each meeting. 
 
CONFLICTS OF INTEREST 
 
Company Directors have a statutory obligation to avoid a situation in which 
they (and connected persons) have, or can have, a direct or indirect interest 
that conflicts, or may possibly conflict, with the interests of the Company. 
The Board has in place procedures for managing any actual or potential 
conflicts of interest. No conflicts of interest arose during the year under 
review. 
 
BOARD FOCUS AND RESPONSIBILITIES 
 
With the day to day management of the Company outsourced to service providers 
the Board's primary focus at each Board meeting is reviewing the investment 
performance and associated matters, such as, inter alia, future outlook and 
strategy, gearing, asset allocation, investor relations, marketing, and 
industry issues. 
 
In line with its primary focus, the Board retains responsibility for all the 
key elements of the Company's strategy and business model, including: 
 
-       the Investment Objective, Policy and Benchmark, incorporating the 
investment and derivative guidelines and limits, and changes to these; 
 
-       the maximum level of gearing and leverage the Company may employ; 
 
-       a review of performance against the Company's KPIs; 
 
-       a review of the performance and continuing appointment of service 
providers; and 
 
-       the maintenance of an effective system of oversight, risk management 
and corporate governance. 
 
The Investment Objective, Policy, and Benchmark, including the related limits 
and guidelines along with details of the gearing and leverage levels allowed. 
 
Details of the principal KPIs and further information on the principal service 
providers, their performance and continuing appointment, along with details of 
the principal risks, and how they are managed, are set out in the Strategic 
Report. 
 
The Corporate Governance report includes a statement of compliance with 
corporate governance codes and best practice, and the Business Review includes 
details of the internal control and risk management framework within which the 
Board operates. 
 
BOARD COMPOSITION AND SUCCESSION 
 
SUCCESSION PLANNING 
 
The Board regularly considers its structure and recognises the need for 
progressive refreshment. 
 
The Board has an approved succession planning policy to ensure that (i) there 
is a formal, rigorous and transparent procedure for the appointment of new 
directors; and (ii) the Board is comprised of members who collectively display 
the necessary balance of professional skills, experience, length of service and 
industry/Company knowledge. 
 
During the year, the Board reviewed the policy on Directors' tenure and 
considered the overall length of service of the Board as a whole. 
 
POLICY ON THE TENURE OF THE CHAIRMAN AND OTHER NON-EXECUTIVE DIRECTORS 
 
The tenure of each non-executive director, including the Chairman, is not 
ordinarily expected to exceed nine years. However, the Board has agreed that 
the tenure of the Chairman may be extended for an agreed time provided such an 
extension is conducive to the Board's overall orderly succession. The Board 
believes that this more flexible approach to the tenure of the Chairman is 
appropriate in the context of the regulatory rules that apply to investment 
companies, which ensure that the chair remains independent after appointment, 
while being consistent with the need for regular refreshment and diversity. 
 
The Board is, however, currently in the process of refreshing its membership 
which will mean that certain directors will serve for longer than nine years to 
ensure that the changes to be implemented are made in an orderly and structured 
manner. Further details of this process can be found in the Chairman's 
Statement. 
 
The Board subscribes to the view that long serving directors should not 
necessarily be prevented from forming part of an independent majority. The 
Board considers that a director's tenure does not necessarily reduce his or her 
ability to act independently and will continue to assess each director's 
independence annually, through a formal performance evaluation. 
 
APPOINTMENTS TO THE BOARD 
 
The Nominations Committee considers annually the skills possessed by the Board 
and identifies any skill shortages to be filled by new Directors. 
 
The rules governing the appointment and replacement of directors are set out in 
the Company's articles of association and the aforementioned succession 
planning policy. Where the Board appoints a new director during the year, that 
director will stand for election by shareholders at the next Annual General 
Meeting (AGM). Subject to there being no conflict of interest, all Directors 
are entitled to vote on candidates for the appointment of new directors and on 
the recommendation for shareholders' approval for the Directors seeking 
re-election at the AGM. When considering new appointments, the Board endeavours 
to ensure that it has the capabilities required to be effective and oversee the 
Company's strategic priorities. This will include an appropriate range, balance 
and diversity of skills, experience and knowledge. The Company is committed to 
ensuring that any vacancies arising are filled by the most qualified 
candidates. 
 
Dr. Bina Rawal was appointed to the Board on 1 November 2019. 
 
DIVERSITY POLICY 
 
The Company supports the objectives of improving the performance of corporate 
boards by encouraging the appointment of the best people from a range of 
differing perspectives and backgrounds. The Company recognises the benefits of 
diversity (of which gender is one aspect) on the Board and takes this into 
account in its Board appointments. The Company is committed to ensuring that 
its director search processes actively seek men and women with the right 
qualifications so that appointments can be made, on the basis of merit, against 
objective criteria from a diverse selection of candidates. The Board actively 
considers diversity during director searches. 
 
The Board is currently in the process of refreshing its membership. Its 
intention is for not less than one-third of its membership to be women over 
time. 
 
MEETING ATTANCE 
 
The number of scheduled meetings held during the year of the Board and its 
Committees, and each Director's attendance level, is shown below: 
 
                                                                                 Management 
 
                                                                               Engagement & 
 
                                                             Audit Nominations Remuneration 
 
                                                   Board Committee   Committee    Committee 
 
Type and number of meetings held in 2019/20          (4)       (2)         (1)          (1) 
 
Sir Martin Smith^                                      4         -           1            1 
 
Sarah Bates                                            4         2           1            1 
 
Sven Borho*                                            4         -           -            - 
 
Dr David Holbrook                                      4         2           1            1 
 
Humphrey van der Klugt                                 4         2           1            1 
 
Doug McCutcheon                                        4         2           1            1 
 
Dr Bina Rawal?                                         2         1           -            - 
 
^         Sir Martin is not a member of the Audit Committee 
 
*          Sven Borho does not sit on any of the Company's Committees. 
 
?         Dr Rawal joined the Board on 1 November 2019. 
 
All of the serving Directors attended the Annual General Meeting held on 9 July 
2019. 
 
BOARD EVALUATION 
 
During the year the performance of the Board, its committees and individual 
Directors (including each Director's independence) was evaluated through a 
formal assessment led by the Senior Independent Director. The performance of 
the Chairman was also evaluated by the Senior Independent Director. The review 
concluded that the Board was working well. 
 
The Board is satisfied that the structure, mix of skills and operation of the 
Board continue to be effective and relevant for the Company. 
 
As an independent external review of the Board was undertaken in 2018 the next 
such review will be held in 2021. 
 
The Board pays close attention to the capacity of individual Directors to carry 
out their work on behalf of the Company. In recommending individual Directors 
to shareholders for re-election, it considered their other Board positions and 
their time commitments and is satisfied that each Director has the capacity to 
be fully engaged with the Company's business. The Board has considered the 
position of all of the Directors as part of the evaluation process, and 
believes that it would be in the Company's best interests to propose them for 
election and re-election at the forthcoming Annual General Meeting for the 
following reasons: 
 
Sir Martin Smith, has been a Director since November 2007 and Chairman since 
July 2008, though having served on the Board for more than nine years from the 
date of his first election, the Board is firmly of the view that he can be 
considered independent. Sir Martin has extensive knowledge of the financial 
sector and was a founder and senior partner of Phoenix Securities, becoming 
Chairman of European Investment Banking for Donaldson, Lufkin & Jenrette (DLJ) 
following the acquisition of Phoenix by DLJ. He was subsequently a founder of 
New Star Asset Management Limited. He has been Chairman or Director of numerous 
growing companies over the past 30 years. 
 
Sarah Bates has been a Director since May 2013. Sarah is a past Chair of the 
Association of Investment Companies and has a wealth of experience of the 
investment trust sector. She and has been involved in the UK savings and 
investment industry in different roles for over 30 years. 
 
Sven Borho joined the Board in June 2018. Sven is a founder and Managing 
Partner of OrbiMed and heads their public Equity team and is the portfolio 
Manager for OrbiMed's public equity and hedge funds. 
 
Dr David Holbrook has been a Director since November 2007, though having served 
on the Board for more than nine years from the date of his first election, the 
Board is firmly of the view that he can be considered independent. A qualified 
physician, he was formerly Investment Director of the life sciences activities 
of the seed fund of the University of Cambridge. He is Chairman of the 
Nominations Committee and is the Senior Independent Director. 
 
Humphrey van der Klugt joined the Board in February 2016. A former fund manager 
and Director of Schroder Investment Management Limited, Humphrey has extensive 
experience of the investment trust sector. He is a Chartered Accountant, and 
Chairman of the Audit Committee. 
 
Doug McCutcheon joined the Board in November 2012. Doug was an investment 
banker at S.G Warburg and then UBS for 25 years, most recently as the head of 
Healthcare Investment Banking for Europe, the Middle East, Africa and 
Asia-Pacific. He is Chairman of the Management Engagement & Remuneration 
Committee. 
 
Dr Bina Rawal joined the Board on November 2019. A physician with 25 years' 
experience in life sciences research and development, she has held senior 
executive roles in drug development and scientific evaluation in four global 
pharmaceutical companies. 
 
The Chairman is pleased to report that following a formal performance 
evaluation, the Directors' performance continues to be effective and they 
continue to demonstrate commitment to the role. 
 
TRAINING AND ADVICE 
 
New appointees to the Board are provided with a full induction programme. The 
programme covers the Company's investment strategy, policies and practices. The 
Directors are also given key information on the Company's regulatory and 
statutory requirements as they arise including information on the role of the 
Board, matters reserved for its decision, the terms of reference of the Board 
Committees, the Company's corporate governance practices and procedures and the 
latest financial information. It is the Chairman's responsibility to ensure 
that the Directors have sufficient knowledge to fulfil their role and Directors 
are encouraged to participate in training courses where appropriate. 
 
The Directors have access to the advice and services of a Company Secretary 
through its appointed representative which is responsible to the Board for 
ensuring that Board procedures are followed and that applicable rules and 
regulations are complied with. The Company Secretary is also responsible for 
ensuring good information flows between all parties. 
 
There is an agreed procedure for Directors, in the furtherance of their duties, 
to take independent professional advice if necessary at the Company's expense. 
 
RISK MANAGEMENT AND INTERNAL CONTROLS 
 
The Board has overall responsibility for the Company's risk management and 
internal control systems and for reviewing their effectiveness. The Company 
applies the guidance published by the Financial Reporting Council on internal 
controls. Internal control systems are designed to manage, rather than 
eliminate, the risk of failure to achieve the business objective and can 
provide only reasonable and not absolute assurance against material 
misstatement or loss. These controls aim to ensure that the assets of the 
Company are safeguarded, that proper accounting records are maintained and that 
the Company's financial information is reliable. The Directors have a robust 
process for identifying, evaluating and managing the significant risks faced by 
the Company, which are recorded in a risk matrix. The Audit Committee, on 
behalf of the Board, considers each risk as well as reviewing the mitigating 
controls in place. Each risk is rated for its "likelihood" and "impact" and the 
resultant numerical rating determines its ranking into 'Principal/Key', 
'Significant' or 'Minor'. This process was in operation during the year and 
continues in place up to the date of this report. The process also involves the 
Audit Committee receiving and examining regular reports from the Company's 
principal service providers. The Board then receives a detailed report from the 
Audit Committee on its findings. The Directors have not identified any 
significant failures or weaknesses in respect of the Company's internal control 
systems. 
 
BENEFICIAL OWNERS OF SHARES - INFORMATION RIGHTS 
 
Beneficial owners of shares who have been nominated by the registered holder of 
those shares to receive information rights under section 146 of the Companies 
Act 2006 are required to direct all communications to the registered holder of 
their shares rather than to the Company's registrar, Link Asset Services, or to 
the Company directly. 
 
The Company has adopted a nominee share code which is set out on the following 
page. 
 
The annual and half-year financial reports, and a monthly fact sheet are 
available to all shareholders. The Board, with the advice of Frostrow, reviews 
the format of the annual and half-year financial reports so as to ensure they 
are useful to all shareholders and others taking an interest in the Company. In 
accordance with best practice, the annual report, including the Notice of the 
Annual General Meeting, is sent to shareholders at least 20 working days before 
the meeting. Separate resolutions are proposed for substantive issues. 
 
ANNUAL GENERAL MEETING 
 
THE FOLLOWING INFORMATION TO BE CONSIDERED AT THE FORTHCOMING ANNUAL GENERAL 
MEETING IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. 
 
If you are in any doubt about the action you should take, you should seek 
advice from your stock broker, bank manager, solicitor, accountant or other 
financial adviser authorised under the Financial Services and Markets Act 2000 
(as amended). If you have sold or transferred all of your ordinary shares in 
the Company, you should pass this document, together with any other 
accompanying documents, including the form of proxy, at once to the purchaser 
or transferee, or to the stock broker, bank or other agent through whom the 
sale or transfer was effected, for onward transmission to the purchaser or 
transferee 
 
The Company's Annual General Meeting will be held at the offices of Frostrow 
Capital LLP, 25 Southampton Buildings, London WC2A 1AL on Thursday, 9 July 2020 
at 12 noon. Please refer to the Chairman's Statement for details of this year's 
arrangements. 
 
Resolutions relating to the following items of special business will be 
proposed at the forthcoming Annual General Meeting. 
 
Resolution 12   Authority to allot shares 
 
Resolution 13   Authority to disapply pre-emption rights 
 
Resolution 14   Authority to sell shares held in Treasury on a non pre-emptive basis 
 
Resolution 15   Authority to buy back shares 
 
Resolution 16   Authority to hold General Meetings (other than the Annual General Meeting) 
                on at least 14 clear days' notice. 
 
The full text of the resolutions can be found in the Notice of Annual General 
Meeting. 
 
EXERCISE OF VOTING POWERS 
 
The Board and the AIFM have delegated authority to OrbiMed to vote the shares 
owned by the Company. The Board has instructed that OrbiMed submit votes for 
such shares wherever possible. This accords with current best practice whilst 
maintaining a primary focus on financial returns. OrbiMed may refer to the 
Board on any matters of a contentious nature. The Board has reviewed OrbiMed's 
Voting Guidelines and is satisfied with their approach. 
 
The Company does not retain voting rights on any shares that are held as 
collateral in connection with the overdraft facility provided by J.P. Morgan 
Securities LLC. 
 
NOMINEE SHARE CODE 
 
Where shares are held in a nominee company name, the Company undertakes: 
 
-       to provide the nominee company with multiple copies of shareholder 
communications, so long as an indication of quantities has been provided in 
advance; and 
 
-       to allow investors holding shares through a nominee company to attend 
general meetings, provided the correct authority from the nominee company is 
available. 
 
Nominee companies are encouraged to provide the necessary authority to 
underlying shareholders to attend the Company's general meetings. 
 
By order of the Board 
 
Frostrow Capital LLP 
Company Secretary 
 
3 June 2020 
 
Governance/AUDIT COMMITTEE REPORT 
 
INTRODUCTION FROM THE CHAIRMAN 
 
I am pleased to present my formal report to shareholders as Chairman of the 
Audit Committee, for the year ended 31 March 2020. 
 
COMPOSITION AND MEETINGS 
 
The Committee comprises those Directors considered to be independent by the 
Board. The Chairman of the Board is not a member of the Committee but attends 
meetings by invitation. Attendance by each Director is shown in the table. The 
Board has taken note of the requirements that the Committee as a whole should 
have competence relevant to the sector in which the Company operates and that 
at least one member of the Committee should have recent and relevant financial 
experience. The Committee is satisfied that the Committee is properly 
constituted in both respects. I was appointed Chairman of the Committee in 2016 
and am a Fellow of the Institute of Chartered Accountants in England and Wales, 
I am also the Chairman of the Audit Committee of one other public company; the 
other Committee members have a combination of financial, investment and other 
relevant experience gained throughout their careers. 
 
RESPONSIBILITIES 
 
The Audit Committee's main responsibilities during the year were: 
 
1.      To review the Company's half-year and annual report. In particular, the 
Audit Committee considered whether the annual report is fair, balanced and 
understandable, allowing shareholders to more easily assess the Company's 
strategy, investment policy, business model and financial performance. 
 
2.      To advise the Board on whether the Annual Report and the Financial 
Statements, taken as a whole, is fair, balanced and understandable. 
 
3.      To review the risk management and internal control processes of the 
Company and its key service providers. Further details of the Audit Committee's 
review are included in the Principal Risks section. 
 
4.      To develop and implement a policy for the engagement of the external 
Auditors and agreeing the scope of its work and its remuneration. Also, to be 
responsible for the selection process of the external Auditors (including the 
leadership of an audit tender process) and to have primary responsibility for 
the Company's relationship with the external Auditors. 
 
5.      To review the effectiveness of the external audit and the process. 
 
6.      To review the independence and objectivity of the external Auditors. 
 
7.      To consider any non-audit work to be carried out by the Auditors. The 
Audit Committee reviews the need for non-audit services to be provided by the 
Auditors and authorises such on a case by case basis, having consideration to 
the cost effectiveness of the services and the independence and objectivity of 
the Auditors. 
 
8.      To consider the need for an internal audit function. Since the Company 
delegates its day-to-day operations to third parties and has no employees, the 
Audit Committee has determined there is no requirement for such a function. 
 
9.      To report its findings to the Board. 
 
The Audit Committee's terms of reference are available for review on the 
Company's website at www.worldwidewh.com. 
 
SIGNIFICANT ISSUES CONSIDERED BY THE AUDIT COMMITTEE DURING THE YEAR 
 
FINANCIAL STATEMENTS 
 
The production of the Company's Annual Report (including the audit by the 
Company's external Auditors) is a thorough process involving input from a 
number of different areas. In order to be able to confirm that the Annual 
Report is fair, balanced and understandable, the Board has requested that the 
Committee advise on whether it considers these criteria have been satisfied. As 
part of this process the Committee has considered the following: 
 
-       the procedures followed in the production of the Annual Report, 
including the processes in place to assure the accuracy of the factual content; 
 
-       the extensive levels of review that were undertaken in the production 
process, by the Company's AIFM and also by the Committee; and 
 
-       the internal control environment as operated by the Portfolio Manager, 
AIFM and other service providers. 
 
As a result of the work undertaken by the Committee, it has confirmed that the 
Annual Report for the year ended 31 March 2020, taken as a whole, is fair, 
balanced and understandable and provides the information necessary for 
shareholders to assess the Company's financial position, performance, business 
model and strategy. The Committee has confirmed this to the Board. 
 
SIGNIFICANT REPORTING MATTERS 
 
OVERALL ACCURACY OF THE ANNUAL REPORT 
 
The Audit Committee dealt with this matter by considering the draft Annual 
Report, a letter from Frostrow in support of the letter of representation made 
by the Board to the Auditors and the Auditors' Report to the Audit Committee. 
 
VALUATION AND OWNERSHIP OF THE COMPANY'S INVESTMENTS AND DERIVATIVES 
 
The Audit Committee dealt with this matter by: 
 
-       ensuring that all investment holdings and cash/ deposit balances had 
been agreed to an independent confirmation from the Custodian and Prime Broker 
or relevant counterparty. In addition, receiving and reviewing details of the 
internal control procedures in place at the Portfolio Manager, the AIFM and the 
Custodian and Prime Broker and also regular reports from both the Custodian and 
Prime Broker and also the Depositary (whose role it is to ensure that the 
Company's assets are safeguarded and to verify their valuation); 
 
-       reconfirming its understanding of the processes in place to record 
investment transactions and income, and to value both the quoted and unquoted 
holdings in the portfolio; 
 
-       reviewing and amending, where necessary, the Company's register of key 
risks in light of changes to the portfolio and the investment environment; 
 
-       gaining an overall understanding of the performance of the portfolio 
both in capital and revenue terms through comparison to the Benchmark; and 
 
-       conducting a review of how the Company's derivative positions were 
monitored. 
 
VALUATION OF UNQUOTED INVESTMENTS 
 
The Company has the ability to make unquoted investments within its investment 
portfolio, up to a limit of 10% of the portfolio at the time of acquisition. 
Both the Company's Directors and the AIFM need to ensure that an appropriate 
value is placed on such investments within the Company's net asset value. The 
Committee worked with the Company's Portfolio Manager and the AIFM to establish 
clear guidelines for the valuation of unquoted investments, including the use 
of valuations produced by independent external valuers, where appropriate. 
 
OTHER REPORTING MATTERS 
 
CALCULATION OF AIFM, PORTFOLIO MANAGEMENT AND PERFORMANCE FEES 
 
The AIFM, Portfolio Management and Performance fees are calculated in 
accordance with the AIFM and Portfolio Management Agreements. The Auditors 
perform agreed upon procedures over any performance fee prior to payment. The 
Auditors also recalculate the AIFM and Portfolio Management fee as part of the 
audit. 
 
TAXATION 
 
The Committee approached and dealt with ensuring compliance with Section 1158 
of the Corporation Tax Act 2010, by seeking confirmation that the Company 
continues to meet the eligibility conditions on a monthly basis. 
 
INVESTMENT PERFORMANCE 
 
The Committee gained an overall understanding of the performance of the 
investment portfolio both in capital and revenue terms through ongoing 
discussions and analysis with the Company's Portfolio Manager and also with 
comparison to suitable key performance indicators. 
 
ACCOUNTING POLICIES 
 
During the year the Committee ensured that the accounting policies, were 
applied consistently throughout the year. In light of there being no unusual 
transactions during the year or other possible reasons, the Committee agreed 
that there was no reason to change the policies. 
 
GOING CONCERN 
 
Having reviewed the Company's financial position and liabilities, the Committee 
is satisfied that it is appropriate for the Board to prepare the financial 
statements on the going concern basis. 
 
VIABILITY STATEMENT 
 
The Committee also considered the longer-term viability of the Company in 
connection with the Board's statement in the Strategic Report. The Committee 
reviewed the Company's financial position (including its cash flows and 
liquidity position), the principal risks and uncertainties and the results of 
stress tests and scenarios which considered the impact of severe stock market 
volatility on shareholders' funds. This included modelling further substantial 
market falls, and significantly reduced market liquidity, to that experienced 
recently in connection with the coronavirus pandemic. The scenarios assumed 
that there would be no recovery in asset prices and that listed portfolio 
companies which have cut or cancelled any dividends due since the coronavirus 
outbreak would not reinstate them. 
 
The results demonstrated the impact on the Company's NAV, its expenses, its 
cash flows and its ability to meet its liabilities. In even the most stressed 
scenario, the Company was shown to have sufficient cash, or to be able to 
liquidate a sufficient portion of its listed holdings, in order to be able to 
meet its liabilities as they fall due. Based on the information available to 
the Directors at the time, the Committee therefore concluded it was reasonable 
for the Board to expect that the Company will be able to continue in operation 
and meet its liabilities as they fall due over the next five financial years. 
The Committee expects that the Company will continue to exist for the 
foreseeable future and at least for the period of the assessment. 
 
INTERNAL CONTROLS AND RISK MANAGEMENT 
 
The Board is responsible for the risk assessment and review of internal 
controls of the Company, undertaken in the context of the overall investment 
objective. 
 
The review covers the key business, operational, compliance and financial risks 
facing the Company. In arriving at its judgement of what risks the Company 
faces, the Board has considered the Company's operations in the light of the 
following factors: 
 
-       the nature of the Company, with all management functions outsourced to 
third party service providers; 
 
-       the nature and extent of risks which it regards as acceptable for the 
Company to bear within its overall investment objective; 
 
-       the threat of such risks becoming a reality; and 
 
-       the Company's ability to reduce the incidence and impact of risk on its 
performance. 
 
Against this background, a risk matrix has been developed which covers all key 
risks the Company faces, the likelihood of their occurrence and their potential 
impact, how these risks are monitored and mitigating controls in place. The 
Board has delegated to the Audit Committee the responsibility for the review 
and maintenance of the risk matrix and it reviews, in detail, the risk matrix 
each time it meets, bearing in mind any changes to the Company, its environment 
or service providers since the last review. Any significant changes to the risk 
matrix are discussed with the whole Board. 
 
PRINCIPAL SERVICE PROVIDERS 
 
In addition to reviewing the systems of internal control in place at the 
Company's principal service providers, the Committee also reviewed the cyber 
security strategies adopted by them. 
 
EXTERNAL AUDITORS 
 
MEETINGS 
 
This year the nature and scope of the audit together with 
PricewaterhouseCoopers LLP's audit plan were considered by the Committee on 6 
November 2019. I, as Chairman of the Committee, had a separate meeting with 
them specifically to discuss the audit and any issues that arose. The Committee 
then met PricewaterhouseCoopers LLP on 21 May 2020 via video conference to 
review formally the outcome of the audit and to discuss the limited issues that 
arose. The Committee also discussed the presentation of the Annual Report with 
the Auditors and sought their perspective. 
 
INDEPENCE AND EFFECTIVENESS 
 
In order to fulfil the Committee's responsibility regarding the independence of 
the Auditors, the Committee reviewed: 
 
-       the senior audit personnel in the audit plan for the year, 
 
-       the Auditors' arrangements concerning any conflicts of interest, 
 
-       the extent of any non-audit services, and 
 
-       the statement by the Auditors that they remain independent within the 
meaning of the regulations and their professional standards. 
 
NON-AUDIT SERVICES POLICY 
 
The Company operates on the basis whereby the provision of all non-audit 
services by the Auditors has to be pre-approved by the Audit Committee. Such 
services are only permissible where no conflicts of interest arise, the service 
is not expressly prohibited by audit legislation, where the independence of the 
Auditors is not likely to be impinged by undertaking the work and the quality 
and the objectivity of both the non-audit work and audit work will not be 
compromised. 
 
Non-audit fees of GBPnil (2019: GBP3,500) were payable to the Auditors during the 
year for agreed upon procedures in relation to their review of the Company's 
performance fee payment. 
 
The Audit Committee has considered the extent and nature of non-audit work 
performed by the Auditors and is satisfied that this did not impinge on their 
independence and is a cost effective way for the Company to operate. 
 
APPOINTMENT AND TENURE 
 
PricewaterhouseCoopers LLP were appointed on 14 July 2014 following a formal 
tender process and this appointment has been renewed at each subsequent AGM. 
The Committee reviews the re-appointment of the Auditors every year and the 
need to put the audit out to tender. Based on existing legislation, another 
tender process will be conducted no later than 2024. The Company is therefore 
in compliance with the provisions of "The Statutory Audit Services for Large 
Companies Market Investigation" (Mandatory use of competitive tender process 
and audit committee responsibilities) Order 2014 as issued by the Competition & 
Markets Authority. 
 
Sandra Dowling had been the audit partner allocated to the Company since 2014. 
Audit legislation requires the audit partner to rotate after serving a maximum 
of five years with the Company. Last year's audit was therefore Sandra 
Dowling's last. PricewaterhouseCoopers appointed Allan McGrath as her 
successor. I met with Allan McGrath prior to his formal appointment. 
 
AUDITORS' REAPPOINTMENT 
 
PricewaterhouseCoopers LLP have indicated their willingness to continue to act 
as Auditors to the Company for the forthcoming year and a resolution for their 
re-appointment will be proposed at the Annual General Meeting. 
 
The Committee reviews the scope and effectiveness of the audit process, 
including agreeing the Auditors' assessment of materiality and monitors the 
Auditors' independence and objectivity. It conducted a review of the 
performance of the Auditors during the year and concluded that performance was 
satisfactory and there were no grounds for change. 
 
PERFORMANCE EVALUATION 
 
The Committee conducted a review of its performance during the year. In 
addition, the Committee's activities fell within the scope of the review of 
Board effectiveness carried out during the year, as detailed in the Strategic 
Report. It was concluded that the Committee was performing satisfactorily and 
that no recommendations needed to be made to the Board. 
 
AUDIT COMMITTEE CONFIRMATION 
 
The Audit Committee confirms that it has carried out a review of the 
effectiveness of the system of internal financial control and risk management 
during the year, as set out above and that: 
 
(a)    An ongoing procedure for identifying, evaluating and managing 
significant risks faced by the Company was in place for the year under review 
and up to 3 June 2020. This procedure is regularly reviewed by the Board; and 
 
(b)    It is responsible (on behalf of the Board) for the Company's system of 
internal controls and for reviewing its effectiveness and that it is designed 
to manage the risk of failure to achieve business objectives. This can only 
provide reasonable not absolute assurance against material misstatement or 
loss. 
 
Humphrey van der Klugt, FCA 
Chairman of the Audit Committee 
 
3 June 2020 
 
Governance/DIRECTORS' REMUNERATION REPORT 
 
INTRODUCTION FROM THE CHAIRMAN 
 
This report has been prepared in accordance with Schedule 8 of the Large and 
Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulation 
2013, the requirements of Section 421 of the Companies Act 2006 and the 
Enterprise and Regulatory Reform Act 2013. A non-binding Ordinary Resolution 
for the approval of this report will be put to shareholders at the Company's 
forthcoming Annual General Meeting (AGM). The law requires the Company's 
Auditors to audit certain of the disclosures provided in this report. Where 
disclosures have been audited, they are indicated as such and the Auditors' 
audit opinion is included in its report to shareholders. 
 
The Management Engagement & Remuneration Committee considers the framework for 
the remuneration of the Directors on an annual basis. It reviews the ongoing 
appropriateness of the Directors' Remuneration Policy and the individual 
remuneration of Directors by reference to the activities and particular 
complexities of the Company and comparison with other companies of a similar 
structure and size. This is in-line with the AIC Code. 
 
A non-binding Ordinary Resolution proposing the adoption of the Directors' 
Remuneration Report was put to shareholders at the Annual General Meeting of 
the Company held on 9 July 2019, and was passed with 98.4% of the votes cast by 
shareholders voting in favour of the Resolution. 
 
As noted in the Strategic Report, all of the Directors are non-executive and 
therefore there is no Chief Executive Officer. The Company does not have any 
employees. There is therefore no Chief Executive Officer or employee 
information to disclose. 
 
DIRECTORS' REMUNERATION POLICY 
 
The Directors' Remuneration Policy provides that fees payable to the Directors 
should reflect the time spent by the Board on the Company's affairs and the 
responsibilities borne by the Directors and should be sufficient to enable 
candidates of high calibre to be recruited. Directors are remunerated in the 
form of fees payable monthly in arrears, paid to the Director personally or to 
a specified third party. There are no long-term incentive schemes, share option 
schemes, pension arrangements, bonuses, or other benefits in place and fees are 
not specifically related to the Directors' performance, either individually or 
collectively. 
 
The remuneration for the non-executive Directors is determined within the 
limits set out in the Company's Articles of Association. The present limit is GBP 
350,000 in aggregate per annum. The amount paid in aggregate to the Directors 
in 2020 is set out in the table on the following page. 
 
A binding resolution to approve the Directors' Remuneration Policy was put to 
shareholders at the Annual General Meeting held in 2017, and was passed with 
98.4% of shareholders voting in favour of the Resolution. The aforementioned 
Directors' Remuneration Policy provisions apply until the next time that they 
are put to shareholders for the renewal of that approval, which must be at 
intervals of not more than three years, or if the Directors' Remuneration 
Policy is varied. As approval of this policy was last granted by shareholders 
at the Annual General Meeting held in September 2017, shareholder approval will 
again be sought at this year's Annual General Meeting. 
 
DIRECTORS' APPOINTMENT 
 
None of the Directors has a service contract. The terms of their appointment 
provide that Directors shall retire and be subject to election at the first 
Annual General Meeting after their appointment and to re-election annually 
thereafter. The terms also provide that a Director may be removed without 
notice and that compensation will not be due on leaving office. 
 
DIRECTORS' FEES 
 
Following a review by the Management Engagement & Remuneration Committee it was 
agreed that the Directors' fees would be as follows, with effect from 1 April 
2020: 
 
The Chairman of the Company, and Humphrey van der Klugt, as Chairman of the 
Audit Committee, receive an annual fee of GBP51,106 and GBP39,551, respectively. Dr 
David Holbrook, as the Senior Independent Director, receives an annual fee of GBP 
34,622. Sarah Bates, Doug McCutcheon and Dr Bina Rawal each receive an annual 
fee of GBP32,282. Sven Borho has waived his Director's fee. 
 
With the exception of Dr Rawal, all of the Directors, as at the date of this 
report, served throughout the year. The table overleaf excludes any employer's 
national insurance contributions, if applicable. 
 
The Directors are entitled to be reimbursed for reasonable expenses incurred by 
them in connection with the performance of their duties and attendance at Board 
and General Meetings. 
 
DIRECTORS' EMOLUMENTS FOR THE YEAR (AUDITED) 
 
                           Date of             Taxable                       Taxable 
 
                       Appointment  Fees (GBP) Expenses?     Total  Fees (GBP) Expenses?     Total 
 
                      to the Board      2020      2020      2020      2019      2019      2019 
 
Sir Martin Smith   8 November 2007    49,140       204    49,344    47,700       571    48,271 
 
Humphrey Van Der       15 February    38,030       648    38,678    36,920       344    37,264 
Klugt                         2016 
 
Sarah Bates            22 May 2013    31,040         -    31,040    30,130         -    30,130 
 
Dr David Holbrook  8 November 2007    33,290         -    33,290    32,320         -    32,320 
 
Doug McCutcheon    7 November 2012    31,040         -    31,040    30,130         -    30,130 
 
Sven Borho*            7 June 2018         -         -         -         -         -         - 
 
Dr Bina Rawal**    1 November 2019    12,933         -    12,933         -         -         - 
 
Total                                195,473       852   196,325   177,200       915   178,115 
 
?         Taxable expenses primarily comprise travel and associated expenses 
incurred by the Directors in attending Board and Committee meetings in London. 
These are reimbursed by the Company and, under HMRC Rules, are subject to tax 
and National Insurance and therefore are treated as a benefit in kind within 
this table. 
 
*          Sven Borho joined the Board on 7 June 2018. Mr Borho has waived his 
Director's fee. 
 
**        Dr Rawal joined the Board on 1 November 2019. 
 
In certain circumstances, under HMRC rules travel and other out of pocket 
expenses reimbursed to the Directors may be considered as taxable benefits. 
Where expenses are classed as taxable under HMRC guidance, they are shown in 
the taxable expenses column of the Directors' remuneration table along with the 
associated tax liability. 
 
No communications have been received from shareholders regarding Directors' 
remuneration. 
 
SUMS PAID TO THIRD PARTIES 
 
None of the fees referred to in the above table were paid to any third party in 
respect of the services provided by any of the Directors. 
 
DIRECTORS' INTERESTS IN THE COMPANY'S SHARES (AUDITED) 
 
                                                                      Ordinary 
 
                                                                    Shares of 25p 
                                                                        each 
 
                                                                        31     31 
                                                                     March  March 
 
                                                                      2020   2019 
 
Sir Martin Smith                                                    11,871 11,871 
 
  - Trustee                                                          2,725  2,725 
 
Sarah Bates                                                          7,200  7,200 
 
Dr David Holbrook                                                    1,094  1,094 
 
Sven Borho*                                                         10,000 10,000 
 
Humphrey van der Klugt                                               3,000  3,000 
 
Doug McCutcheon                                                     15,000 15,000 
 
Dr Bina Rawal?                                                           -    N/A 
 
                                                                    50,890 50,890 
 
*          Joined the Board on 7 June 2018 
 
?         Joined the Board on 1 November 2019. Subsequent to the year-end, on 
23 April 2020, Dr Rawal bought 500 ordinary shares. 
 
ANNUAL STATEMENT 
 
On behalf of the Board, I confirm that the Directors' Remuneration Policy and 
Directors' Remuneration Report summarise, as applicable, for the year to 31 
March 2020: 
 
(a)    the major decisions on Directors' remuneration; 
 
(b)    any substantial changes relating to Directors' remuneration made during 
the year; and 
 
(c)    the context in which the changes occurred and decisions have been taken. 
 
Doug McCutcheon 
Chairman of the Management Engagement & Remuneration 
Committee 
 
3 June 2020 
 
Governance/INDEPENT AUDITORS' REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE 
TRUST PLC 
 
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 
 
OPINION 
 
In our opinion, Worldwide Healthcare Trust PLC's financial statements: 
 
-       give a true and fair view of the state of the Company's affairs as at 
31 March 2020 and of its net return for the year then ended; 
 
-       have been properly prepared in accordance with United Kingdom Generally 
Accepted Accounting Practice (United Kingdom Accounting Standards, comprising 
FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of 
Ireland", and applicable law); and 
 
-       have been prepared in accordance with the requirements of the Companies 
Act 2006. 
 
We have audited the financial statements, included within the Annual Report, 
which comprise: the Statement of Financial Position as at 31 March 2020; the 
Income Statement, the Statement of Changes in Equity for the year then ended; 
and the notes to the financial statements, which include a description of the 
significant accounting policies. 
 
Our opinion is consistent with our reporting to the Audit Committee. 
 
OUR AUDIT APPROACH 
 
BASIS FOR OPINION 
 
We conducted our audit in accordance with International Standards on Auditing 
(UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are 
further described in the Auditors' responsibilities for the audit of the 
financial statements section of our report. We believe that the audit evidence 
we have obtained is sufficient and appropriate to provide a basis for our 
opinion. 
 
Independence 
 
We remained independent of the Company in accordance with the ethical 
requirements that are relevant to our audit of the financial statements in the 
UK, which includes the FRC's Ethical Standard, as applicable to listed public 
interest entities, and we have fulfilled our other ethical responsibilities in 
accordance with these requirements. 
 
To the best of our knowledge and belief, we declare that non-audit services 
prohibited by the FRC's Ethical Standard were not provided to the Company. 
 
We have provided no non-audit services to the Company in the period from 1 
April 2019 to 31 March 2020. 
 
-       Overall materiality: GBP15.3 million (2019: GBP14.3 million), based on 1% 
of net assets. 
 
-       The Company is a standalone Investment Trust Company and engages 
Frostrow Capital LLP (the "AIFM") to manage its assets. 
 
-       We conducted our audit of the financial statements using information 
from the AIFM and J.P. Morgan Europe Limited with whom the AIFM have engaged to 
provide certain administrative functions. 
 
-       We tailored the scope of our audit taking into account the types of 
investments within the Company, the involvement of the third parties referred 
to above, the accounting processes and controls, and the industry in which the 
Company operates. 
 
-       We obtained an understanding of the control environment in place at the 
AIFM and adopted a fully substantive testing approach using reports obtained 
from the AIFM and service providers. 
 
-       Income from investments. 
 
-       Valuation and existence of investments. 
 
-       Consideration of impacts of COVID-19. 
 
THE SCOPE OF OUR AUDIT 
 
As part of designing our audit, we determined materiality and assessed the 
risks of material misstatement in the financial statements. In particular, we 
looked at where the Directors made subjective judgements, for example in 
respect of significant accounting estimates that involved making assumptions 
and considering future events that are inherently uncertain. 
 
CAPABILITY OF THE AUDIT IN DETECTING IRREGULARITIES, INCLUDING FRAUD 
 
Based on our understanding of the Company and industry, we identified that the 
principal risks of non-compliance with laws and regulations related to breaches 
of section 1158 of the Corporation Tax Act 2010, and we considered the extent 
to which non-compliance might have a material effect on the financial 
statements. We also considered those laws and regulations that have a direct 
impact on the preparation of the financial statements such as the Companies Act 
2006. We evaluated management's incentives and opportunities for fraudulent 
manipulation of the financial statements (including the risk of override of 
controls), and determined that the principal risks were related to posting 
inappropriate journal entries to increase revenue (investment income and 
capital gains) or to increase net asset value, and management bias in 
accounting estimates. Audit procedures performed by the engagement team 
included: 
 
-       Discussions with the AIFM and the Audit Committee, including 
consideration of known or suspected instances of non-compliance with laws and 
regulation and fraud; 
 
-       Reviewing relevant meeting minutes, including those of the Audit 
Committee; 
 
-       Assessment of the Company's compliance with the requirements of section 
1158 of the Corporation Tax Act 2010, including recalculation of numerical 
aspects of the eligibility conditions; 
 
-       Identifying and testing journal entries, in particular any material or 
revenue impacting manual journal entries posted as part of the Annual Report 
preparation process; and 
 
-       Designing audit procedures to incorporate unpredictability around the 
nature, timing or extent of our testing. 
 
There are inherent limitations in the audit procedures described above and the 
further removed non-compliance with laws and regulations is from the events and 
transactions reflected in the financial statements, the less likely we would 
become aware of it. Also, the risk of not detecting a material misstatement due 
to fraud is higher than the risk of not detecting one resulting from error, as 
fraud may involve deliberate concealment by, for example, forgery or 
intentional misrepresentations, or through collusion. 
 
KEY AUDIT MATTERS 
 
Key audit matters are those matters that, in the auditors' professional 
judgement, were of most significance in the audit of the financial statements 
of the current period and include the most significant assessed risks of 
material misstatement (whether or not due to fraud) identified by the auditors, 
including those which had the greatest effect on: the overall audit strategy; 
the allocation of resources in the audit; and directing the efforts of the 
engagement team. These matters, and any comments we make on the results of our 
procedures thereon, were addressed in the context of our audit of the financial 
statements as a whole, and in forming our opinion thereon, and we do not 
provide a separate opinion on these matters. This is not a complete list of all 
risks identified by our audit. 
 
      KEY AUDIT MATTER                 HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER 
 
Income from investments 
 
(Audit Committee Report),       We assessed the accounting policy for income recognition 
(Principal Accounting           for compliance with accounting standards and the AIC SORP 
Policies) and  (Notes to the    and performed testing to confirm that income had been 
Financial Statements).          accounted for in accordance with this stated accounting 
ISAs (UK) presume there is a    policy. 
risk of fraud in income         We found that the accounting policies implemented were in 
recognition because of the      accordance with accounting standards and the AIC SORP, and 
pressure management may feel    that income has been accounted for in accordance with the 
to achieve a certain            stated accounting policy. 
objective. In this instance,    We understood and assessed the design and implementation of 
we consider that 'income'       key controls surrounding income recognition. 
refers to all the Company's     The gains/losses on investments held at fair value comprise 
income streams, both revenue    realised and unrealised gains/losses. For unrealised gains 
and capital (including gains    and losses, we sample tested the valuation of the portfolio 
and losses on investments).     at the year-end (see below), together with testing the 
As the Company has a capital    reconciliation of opening and closing investments. For 
objective, there might be an    realised gains/losses, we tested a sample of disposal 
incentive to overstate          proceeds by agreeing the proceeds to bank statements and we 
income in that category if      re-performed the calculation of a sample of realised gains/ 
capital is particularly         losses. 
underperforming. As such, we    In addition, we tested a sample of dividend receipts by 
focussed this risk on the       agreeing the dividend rates from all investments to 
existence/ occurrence of        independent third party sources. 
gains/losses on investments     To test for completeness, we tested that the appropriate 
and completeness of dividend    dividends had been received in the year by reference to 
income recognition and its      independent data of dividends declared for all listed 
presentation in the Income      investments during the year. Our testing did not identify 
Statement as set out in the     any unrecorded dividends. 
requirements of The             We tested the allocation and presentation of dividend 
Association of Investment       income between the revenue and capital return columns of 
Companies' Statement of         the Income Statement in line with the requirements set out 
Recommended Practice (the       in the AIC SORP. We did not find any special dividends that 
"AIC SORP").                    were not treated in accordance with the AIC SORP. 
                                No material misstatements were identified from this 
                                testing. 
 
Valuation and existence of 
investments 
 
(Audit Committee Report),       We tested the valuation of all listed investments by 
(Accounting Policies) and       agreeing the prices used in the valuation to independent 
(Notes to the Financial         third party sources. 
Statements).                    We tested the existence of all listed investments by 
The investment portfolio at     agreeing the holdings of each investment to an independent 
31 March 2020 principally       confirmation from the Custodian and Prime Broker, J.P. 
comprised listed equity         Morgan Securities LLC, as at 31 March 2020. 
investments, OTC swaps and      For unquoted investments we understood and evaluated the 
unquoted debt and equity        valuation methodology applied, by reference to the 
investments and totalled GBP      International Private Equity and Venture Capital Valuation 
1,678,418,000.                  guidelines (IPEV), and tested the techniques used by the 
We focused on the valuation     Directors in determining the fair value of unquoted 
and existence of investments    investments. Our testing, performed on a sample basis, 
because investments             included: 
represent the principal         -       assessing the appropriateness of the valuation 
element of the net asset        models used 
value as disclosed in the       -       testing the inputs either through validation to 
Statement of Financial          appropriate third party sources, or where relevant, 
Position in the financial       assessing the reasonableness of significant estimates and 
statements.                     judgements used; and 
                                -       assessing the impact of COVID-19 on the valuation 
                                of investments. 
                                We found that the Directors' valuations of unquoted 
                                investments were materially consistent with the IPEV 
                                guidelines and that the assumptions used to derive the 
                                valuations within the financial statements were reasonable 
                                based on the investee's circumstances or consistent with 
                                appropriate third party sources. No material misstatements 
                                were identified from this testing. 
                                We tested the existence of the unquoted investment 
                                portfolio by agreeing a sample of the holdings to 
                                independently obtained third party confirmations as at 31 
                                March 2020. No variances were identified from this testing. 
 
 
 
      KEY AUDIT MATTER                 HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER 
 
Consideration of impacts of 
COVID-19 
 
Refer to the Chairman's         We evaluated the Directors' assessment of the impact of the 
Statement , Principal Risks     COVID-19 pandemic on the Company by: 
and Uncertainties , the         -       Evaluating the Company's updated risk assessment 
Viability Statement and the     and considering whether it addresses the relevant threats 
Going Concern Statement,        presented by COVID-19. 
which disclose the impact of    -       Evaluating management's assessment of operational 
the COVID-19 pandemic.          impacts, considering their consistency with other available 
From a small number of cases    information and our understanding of the business and 
of an unknown virus in 2019,    assessing the potential impact on the financial statements. 
the COVID-19 viral infection    -       Assessing the impact of COVID-19 on the valuation 
has become a global             of sampled unquoted investments. 
pandemic. It has caused         We obtained and evaluated the Directors' going concern 
disruption to supply chains     assessment which reflects conditions up to the point of 
and travel, slowed global       approval of the Annual Report. 
growth and caused volatility    -       We obtained evidence to support the key assumptions 
in global markets and in        and forecasts driving the Directors' assessment. This 
exchange rates during the       included reviewing the Directors' assessment of the 
first quarter of 2020 and to    Company's financial position and forecasts, their 
date.                           assessment of liquidity and loan covenant compliance as 
The coronavirus impacted        well as their review of the operational resilience of the 
global capital markets          Company and oversight of key third party service providers. 
significantly in March 2020.    We assessed the disclosures presented in the Annual Report 
The Company's net assets        in relation to COVID-19 by: 
were GBP1,538,298,000 at 31       -       Reading the other information, including the 
March 2020.                     Principal Risks and Viability Statement set out in the 
The Directors have prepared     Strategic Report, and assessing its consistency with the 
the financial statements of     financial statements and the evidence we obtained in our 
the Company on a going          audit. 
concern basis, and believe      Our conclusions relating to other information are set out 
this assumption remains         in the 'Reporting on other information' section of our 
appropriate. This conclusion    report. 
is based on the assessment      Our conclusions relating to going concern are set out in 
that, notwithstanding the       the 'Conclusions relating to going concern' section below. 
significant market 
uncertainties, they are 
satisfied that the Company 
has adequate resources to 
continue in operational 
existence for the 
foreseeable future and that 
the Company and its key 
third party service 
providers have in place 
appropriate business 
continuity plans and will be 
able to maintain service 
levels through the 
coronavirus pandemic. 
 
HOW WE TAILORED THE AUDIT SCOPE 
 
We tailored the scope of our audit to ensure that we performed enough work to 
be able to give an opinion on the financial statements as a whole, taking into 
account the structure of the Company, the accounting processes and controls, 
and the industry in which it operates. 
 
As part of designing our audit, we determined materiality and assessed the 
risks of material misstatement in the financial statements. In particular, we 
looked at where the Directors made subjective judgements, for example in 
respect of significant accounting estimates that involved making assumptions 
and considering future events that are inherently uncertain. 
 
MATERIALITY 
 
The scope of our audit was influenced by our application of materiality. We set 
certain quantitative thresholds for materiality. These, together with 
qualitative considerations, helped us to determine the scope of our audit and 
the nature, timing and extent of our audit procedures on the individual 
financial statement line items and disclosures and in evaluating the effect of 
misstatements, both individually and in aggregate on the financial statements 
as a whole. 
 
Based on our professional judgement, we determined materiality for the 
financial statements as a whole as follows: 
 
Overall materiality - GBP15.3 million (2019: GBP14.3 million). 
 
How we determined it - 1% of net assets. 
 
Rationale for benchmark applied - We have applied this benchmark, a generally 
accepted auditing practice for investment trust audits, in the absence of 
indicators that an alternative benchmark would be appropriate and because we 
believe this provides an appropriate and consistent year-on-year basis for our 
audit. 
 
We agreed with the Audit Committee that we would report to them misstatements 
identified during our audit above GBP765,000 (2019: GBP716,000) as well as 
misstatements below that amount that, in our view, warranted reporting for 
qualitative reasons. 
 
GOING CONCERN 
 
In accordance with ISAs (UK) we report as follows: 
 
REPORTING OBLIGATION                         OUTCOME 
 
We are required to report if we have         We have nothing material to add or to draw 
anything material to add or draw attention   attention to. 
to in respect of the Directors' statement in However, because not all future events or 
the financial statements about whether the   conditions can be predicted, this statement 
Directors considered it appropriate to adopt is not a guarantee as to the Company's 
the going concern basis of accounting in     ability to continue as a going concern. 
preparing the financial statements and the 
Directors' identification of any material 
uncertainties to the Company's ability to 
continue as a going concern over a period of 
at least twelve months from the date of 
approval of the financial statements. 
 
We are required to report if the Directors'  We have nothing to report. 
statement relating to Going Concern in 
accordance with Listing Rule 9.8.6R(3) is 
materially inconsistent with our knowledge 
obtained in the audit. 
 
REPORTING ON OTHER INFORMATION 
 
The other information comprises all of the information in the Annual Report 
other than the financial statements and our auditors' report thereon. The 
Directors are responsible for the other information. Our opinion on the 
financial statements does not cover the other information and, accordingly, we 
do not express an audit opinion or, except to the extent otherwise explicitly 
stated in this report, any form of assurance thereon. 
 
In connection with our audit of the financial statements, our responsibility is 
to read the other information and, in doing so, consider whether the other 
information is materially inconsistent with the financial statements or our 
knowledge obtained in the audit, or otherwise appears to be materially 
misstated. If we identify an apparent material inconsistency or material 
misstatement, we are required to perform procedures to conclude whether there 
is a material misstatement of the financial statements or a material 
misstatement of the other information. If, based on the work we have performed, 
we conclude that there is a material misstatement of this other information, we 
are required to report that fact. We have nothing to report based on these 
responsibilities. 
 
With respect to the Strategic Report and Report of the Directors, we also 
considered whether the disclosures required by the UK Companies Act 2006 have 
been included. 
 
Based on the responsibilities described above and our work undertaken in the 
course of the audit, the Companies Act 2006 (CA06), ISAs (UK) and the Listing 
Rules of the Financial Conduct Authority (FCA) require us also to report 
certain opinions and matters as described below (required by ISAs (UK) unless 
otherwise stated). 
 
STRATEGIC REPORT AND REPORT OF THE DIRECTORS 
 
In our opinion, based on the work undertaken in the course of the audit, the 
information given in the Strategic Report and Report of the Directors for the 
year ended 31 March 2020 is consistent with the financial statements and has 
been prepared in accordance with applicable legal requirements. (CA06) 
 
In light of the knowledge and understanding of the Company and its environment 
obtained in the course of the audit, we did not identify any material 
misstatements in the Strategic Report and Report of the Directors. (CA06) 
 
The directors' assessment of the prospects of the Company and of the principal 
risks that would threaten the solvency or liquidity of the Company 
 
We have nothing material to add or draw attention to regarding: 
 
-       The Directors' confirmation of the Annual Report that they have carried 
out a robust assessment of the principal risks facing the Company, including 
those that would threaten its business model, future performance, solvency or 
liquidity. 
 
-       The disclosures in the Annual Report that describe those risks and 
explain how they are being managed or mitigated. 
 
-       The Directors' explanation of the Annual Report as to how they have 
assessed the prospects of the Company, over what period they have done so and 
why they consider that period to be appropriate, and their statement as to 
whether they have a reasonable expectation that the Company will be able to 
continue in operation and meet its liabilities as they fall due over the period 
of their assessment, including any related disclosures drawing attention to any 
necessary qualifications or assumptions. 
 
We have nothing to report having performed a review of the Directors' statement 
that they have carried out a robust assessment of the principal risks facing 
the Company and statement in relation to the longer-term viability of the 
Company. Our review was substantially less in scope than an audit and only 
consisted of making inquiries and considering the Directors' process supporting 
their statements; checking that the statements are in alignment with the 
relevant provisions of the UK Corporate Governance Code (the "Code"); and 
considering whether the statements are consistent with the knowledge and 
understanding of the Company and its environment obtained in the course of the 
audit. (Listing Rules) 
 
Other Code Provisions 
 
We have nothing to report in respect of our responsibility to report when: 
 
-       The statement given by the Directors that they consider the Annual 
Report taken as a whole to be fair, balanced and understandable, and provides 
the information necessary for the members to assess the Company's position and 
performance, business model and strategy is materially inconsistent with our 
knowledge of the Company obtained in the course of performing our audit. 
 
-       The section of the Annual Report describing the work of the Audit 
Committee does not appropriately address matters communicated by us to the 
Audit Committee. 
 
-       The Directors' statement relating to the Company's compliance with the 
Code does not properly disclose a departure from a relevant provision of the 
Code specified, under the Listing Rules, for review by the auditors. 
 
Directors' Remuneration 
 
In our opinion, the part of the Directors' Remuneration Report to be audited 
has been properly prepared in accordance with the Companies Act 2006. (CA06) 
 
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT 
 
Responsibilities of the directors for the financial statements 
 
As explained more fully in the Statement of Directors' Responsibilities, the 
Directors are responsible for the preparation of the financial statements in 
accordance with the applicable framework and for being satisfied that they give 
a true and fair view. The Directors are also responsible for such internal 
control as they determine is necessary to enable the preparation of financial 
statements that are free from material misstatement, whether due to fraud or 
error. 
 
In preparing the financial statements, the Directors are responsible for 
assessing the Company's ability to continue as a going concern, disclosing, as 
applicable, matters related to going concern and using the going concern basis 
of accounting unless the Directors either intend to liquidate the Company or to 
cease operations, or have no realistic alternative but to do so. 
 
Auditors' responsibilities for the audit of the financial statements 
 
Our objectives are to obtain reasonable assurance about whether the financial 
statements as a whole are free from material misstatement, whether due to fraud 
or error, and to issue an auditors' report that includes our opinion. 
Reasonable assurance is a high level of assurance, but is not a guarantee that 
an audit conducted in accordance with ISAs (UK) will always detect a material 
misstatement when it exists. Misstatements can arise from fraud or error and 
are considered material if, individually or in the aggregate, they could 
reasonably be expected to influence the economic decisions of users taken on 
the basis of these financial statements. 
 
A further description of our responsibilities for the audit of the financial 
statements is located on the FRC's website at: www.frc.org.uk/ 
auditorsresponsibilities. This description forms part of our auditors' report. 
 
Use of this report 
 
This report, including the opinions, has been prepared for and only for the 
Company's members as a body in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006 and for no other purpose. We do not, in giving these 
opinions, accept or assume responsibility for any other purpose or to any other 
person to whom this report is shown or into whose hands it may come save where 
expressly agreed by our prior consent in writing. 
 
OTHER REQUIRED REPORTING 
 
Companies Act 2006 exception reporting 
 
Under the Companies Act 2006 we are required to report to you if, in our 
opinion: 
 
-       we have not received all the information and explanations we require 
for our audit; or 
 
-       adequate accounting records have not been kept by the Company, or 
returns adequate for our audit have not been received from branches not visited 
by us; or 
 
-       certain disclosures of Directors' remuneration specified by law are not 
made; or 
 
-       the financial statements and the part of the Directors' 
 
Remuneration Report to be audited are not in agreement with the accounting 
records and returns. 
 
We have no exceptions to report arising from this responsibility. 
 
Appointment 
 
Following the recommendation of the Audit Committee, we were appointed by the 
members on 14 July 2014 to audit the financial statements for the year ended 31 
March 2015 and subsequent financial periods. The period of total uninterrupted 
engagement is 6 years, covering the years ended 31 March 2015 to 31 March 2020. 
 
Allan McGrath (Senior Statutory Auditor) 
for and on behalf of PricewaterhouseCoopers LLP 
Chartered Accountants and Statutory Auditors 
Edinburgh 
 
3 June 2020 
 
Financial Statements/INCOME STATEMENT 
 
FOR THE YEARED 31 MARCH 2020 
 
                                                               2020                       2019 
 
                                          Revenue  Capital    Total  Revenue  Capital    Total 
 
                                   Notes    GBP'000    GBP'000    GBP'000    GBP'000    GBP'000    GBP'000 
 
Gains on investments                   9        -   96,981   96,981        -  159,254  159,254 
 
Exchange losses on currency                     -  (7,077)  (7,077)        -    (687)    (687) 
balances 
 
Income from investments                2   18,099        -   18,099   18,394        -   18,394 
 
AIFM, Portfolio management and         3    (616) (11,696) (12,312)    (559)  (4,028)  (4,587) 
performance fees 
 
Other expenses                         4    (931)        -    (931)    (908)        -    (908) 
 
Net return before finance                  16,552   78,208   94,760   16,927  154,539  171,466 
charges and taxation 
 
Finance costs                          5     (93)  (1,770)  (1,863)    (175)  (3,327)  (3,502) 
 
Net return before taxation                 16,459   76,438   92,897   16,752  151,212  167,964 
 
Taxation on net return                 6  (2,156)       35  (2,121)  (2,267)      543  (1,724) 
 
Net return after taxation                  14,303   76,473   90,776   14,485  151,755  166,240 
 
Return per share                       7    26.9p   143.9p   170.8p    28.4p   297.8p   326.2p 
 
The "Total" column of this statement is the Income Statement of the Company. 
The "Revenue" and "Capital" columns are supplementary to this and are prepared 
under guidance published by The Association of Investment Companies. 
 
All revenue and capital items in the above statement derive from continuing 
operations. 
 
The Company has no recognised gains and losses other than those shown above and 
therefore no separate Statement of Total Comprehensive Income has been 
presented. 
 
The accompanying notes are an integral part of these statements. 
 
Financial Statements/Statement Of Changes In Equity 
 
FOR THE YEARED 31 MARCH 2020 
 
                                               Capital    Share                        Total 
 
                                      Share redemption  premium   Capital            Revenue 
                                                                               shareholders' 
 
                                    capital    reserve  account   reserve  reserve     funds 
 
                                      GBP'000      GBP'000    GBP'000     GBP'000    GBP'000     GBP'000 
 
At 31 March 2019                     13,150      8,221  389,243 1,003,461   18,018 1,432,093 
 
Net return after taxation                 -          -        -    76,473   14,303    90,776 
 
Second interim dividend paid in           -          -        -         - (10,568)  (10,568) 
respect of year ended 31 March 
2019 
 
First interim dividend paid in            -          -        -         -  (3,457)   (3,457) 
respect of year ended 31 March 
2020 
 
New shares issued                       256          -   29,198         -        -    29,454 
 
At 31 March 2020                     13,406      8,221  418,441 1,079,934   18,296 1,538,298 
 
FOR THE YEARED 31 MARCH 2019 
 
                                                  Capital     Share                         Total 
 
                                         Share redemption   premium   Capital             Revenue 
                                                                                    shareholders' 
 
                                       capital    reserve   account   reserve   reserve     funds 
 
                                         GBP'000      GBP'000     GBP'000     GBP'000     GBP'000     GBP'000 
 
At 31 March 2018                        12,466      8,221   317,406   851,706    12,389 1,202,188 
 
Net return after taxation                    -          -         -   151,755    14,485   166,240 
 
Second interim dividend paid in              -          -         -         -   (5,497)   (5,497) 
respect of year ended 31 March 2018 
 
First interim dividend paid in               -          -         -         -   (3,359)   (3,359) 
respect of year ended 31 March 2019 
 
New shares issued                          684          -    71,837         -         -    72,521 
 
At 31 March 2019                        13,150      8,221   389,243 1,003,461    18,018 1,432,093 
 
Financial Statements/STATEMENT OF FINANCIAL POSITION 
 
AS AT 31 MARCH 2020 
 
                                                                               2020      2019 
 
                                                                    Notes     GBP'000     GBP'000 
 
Fixed assets 
 
Investments                                                             9 1,681,132 1,378,681 
 
Derivative - OTC swaps                                             9 & 10     3,452    11,898 
 
                                                                          1,684,584 1,390,579 
 
Current assets 
 
Debtors                                                                11    14,630    12,330 
 
Derivative - put and call options                                  9 & 10         -     1,908 
 
Cash                                                                          3,810    49,018 
 
                                                                             18,440    63,256 
 
Current liabilities 
 
Creditors: amounts falling due within one year                         12 (158,560)  (18,230) 
 
Derivative - put and call options                                  9 & 10         -     (663) 
 
Derivative - OTC swaps                                             9 & 10   (6,166)   (2,849) 
 
                                                                          (164,726)  (21,742) 
 
Net current (liabilities)/assets                                          (146,286)    41,514 
 
Total net assets                                                          1,538,298 1,432,093 
 
Capital and reserves 
 
Share capital                                                          13    13,406    13,150 
 
Capital redemption reserve                                                    8,221     8,221 
 
Share premium account                                                       418,441   389,243 
 
Capital reserve                                                        17 1,079,934 1,003,461 
 
Revenue reserve                                                              18,296    18,018 
 
Total shareholders' funds                                                 1,538,298 1,432,093 
 
Net asset value per share                                              14  2,868.9p  2,722.9p 
 
The financial statements were approved by the Board of Directors and authorised 
for issue on 3 June 2020 and were signed on its behalf by: 
 
Sir Martin Smith 
Chairman 
 
The accompanying notes are an integral part of this statement. 
 
Worldwide Healthcare Trust PLC - Company Registration Number 3023689 
(Registered in England) 
 
Financial Statements/NOTES TO THE FINANCIAL STATEMENTS 
 
1. ACCOUNTING POLICIES 
 
The principal accounting policies, all of which have been applied consistently 
throughout the year in the preparation of these financial statements, are set 
out below: 
 
(A) BASIS OF PREPARATION 
 
These financial statements have been prepared in accordance with the Companies 
Act 2006, FRS 102 'The Financial Reporting Standard applicable in the UK and 
Ireland' ('UK GAAP') and the guidelines set out in the Statement of Recommended 
Practice ('SORP'), issued in October 2019, for Investment Trust Companies and 
Venture Capital Trusts issued by the Association of Investment Companies 
('AIC'), the historical cost convention, as modified by the valuation of 
investments and derivatives at fair value. The Board has considered a detailed 
assessment of the Company's ability to meet its liabilities as they fall due, 
including stress and liquidity tests which modelled the effects of substantial 
falls in markets and significant reductions in market liquidity (including 
further stressing the current economic conditions caused by the coronavirus 
pandemic) on the Company's financial position and cash flows. Further 
information on the assumptions used in the stress scenarios is provided in the 
Audit Committee report. The results of the tests showed that the Company would 
have sufficient cash, or the ability to liquidate a sufficient proportion of 
its listed holdings, to meet its liabilities as they fall due. Based on the 
information available to the Directors at the time of this report, including 
the results of the stress tests, the Company's cash balances, and the liquidity 
of the Company's listed investments, the Directors are satisfied that the 
Company has adequate financial resources to continue in operation for at least 
the next 12 months and that, accordingly, it is appropriate to adopt the goingconcern basis in preparing these financial statements. 
 
The Company has taken advantage of the exemption from preparing a Cash Flow 
Statement under FRS 102, as it is an investment fund and its investments are 
substantially all highly liquid and carried at fair (market) value. 
 
The Company's financial statements are presented in sterling, being the 
functional and presentational currency of the Company. All values are rounded 
to the nearest thousand pounds (GBP'000) except where otherwise indicated. 
 
In addition, investments and derivatives held at fair value are categorised 
into a fair value hierarchy based on the degree to which the inputs to the fair 
value measurements are observable and the significance of the inputs to the 
fair value measurement in its entirety, which are described as follows: 
 
-       Level 1 - Quoted prices in active markets. 
 
-       Level 2 - Inputs other than quoted prices included within Level 1 that 
are observable (i.e. developed using market data), either directly or 
indirectly. 
 
-       Level 3 - Inputs are unobservable (i.e. for which market data is 
unavailable). 
 
Presentation of the Income Statement 
 
In order to reflect better the activities of an investment trust company and in 
accordance with the SORP, supplementary information which analyses the Income 
Statement between items of a revenue and capital nature has been presented 
alongside the Income Statement. The net revenue return is the measure the 
Directors believe appropriate in assessing the Company's compliance with 
certain requirements set out in Sections 1158 and 1159 of the Corporation Tax 
Act 2010. 
 
Critical Accounting Judgements and Key Sources of Estimation Uncertainty 
 
Critical accounting judgements and key sources of estimation uncertainty used 
in preparing the financial information are continually evaluated and are based 
on historical experience and other factors, including expectations of future 
events that are believed to be reasonable. The resulting estimates will, by 
definition, seldom equal the related actual results. 
 
There is one significant judgement involved in the presentation of the 
Company's accounts being the judgement on the functional and presentational 
currency of the Company. 
 
-       The Company's investments are primarily made in foreign currencies, 
however the Board considers the Company's functional and presentational 
currency to be sterling. In arriving at this conclusion, the Board considered 
that the shares of the Company are listed on the London Stock Exchange, it is 
regulated in the United Kingdom and pays dividends and expenses in sterling. 
All values are rounded to the nearest thousand pounds (GBP'000) except where 
otherwise indicated. 
 
In addition the Company uses judgements and estimates in valuing the unquoted 
(Level 3) investments. Given the relative size of the unquoted investments to 
the Company's overall portfolio, the Board does not consider that these 
judgements result in a significant risk of a material adjustment arising. 1.7% 
(2019: 1.8%) of the Company's portfolio is comprised of unquoted investments. 
These are all valued in line with the accounting policy set out below. 
 
(B) INVESTMENTS 
 
Investments are measured under FRS 102 and are measured initially, and at 
subsequent reporting dates, at fair value. Investments are recognised and 
de-recognised at trade date where a purchase or sale is under a contract whose 
terms require delivery within the time frame established by the market 
concerned. Changes in fair value and gains or losses on disposal are included 
in the Income Statement as a capital item. 
 
For quoted securities fair value is either bid price or last traded price, 
depending on the convention of the exchange on which the investment is listed. 
 
Fair value is the price for which an asset could be exchanged between 
knowledgeable, willing parties in an arm's length transaction. In estimating 
the fair value of unquoted investments, the AIFM and Board apply valuation 
techniques which are appropriate in light of the nature, facts and 
circumstances of the investment and use reasonable current market data and 
inputs combined with judgement and assumptions. Valuation techniques are 
applied consistently from one reporting date to another except where a change 
in technique results in a better estimate of fair value. In general, the value 
of the investment in question will be determined using one of a range of 
valuation techniques, utilising independent third party pricing sources where 
available and cost efficient for the Company. 
 
Where the investment being valued was itself made recently, or there has been a 
third party transaction in the investment, the price of the transaction may 
provide a good indication of fair value. Using the Price of Recent Investment 
technique is not a default and at each reporting date the fair value of recent 
investments is estimated to assess whether changes or events subsequent to the 
relevant transaction would imply a material change in the investment's fair 
value. 
 
When using the price of a recent transaction in the valuations the Company 
looks to 're-calibrate' this price at each valuation point by reviewing 
progress within the investment, comparing against the initial investment 
thesis, assessing if there are any significant events or milestones that would 
indicate the value of the investment value has changed materially and 
considering whether an alternative methodology would be more appropriate. 
 
(C) DERIVATIVE FINANCIAL INSTRUMENTS 
 
The Company uses derivative financial instruments (namely put and call options 
and equity swaps). 
 
All derivative instruments are valued initially, and at subsequent reporting 
dates, at fair value in the Statement of Financial Position. 
 
The equity swaps are accounted for as Fixed Assets or Current Liabilities and 
Options are accounted for as Current Assets or Current Liabilities. 
 
Options are reviewed on a case-by-case basis and gains and losses are charged 
to the capital column of the Income Statement, where the option has been 
entered into to generate or protect capital returns. All of the put and call 
options bought and sold during the current and comparative year were capital in 
nature. 
 
All gains and losses on over-the-counter (OTC) equity swaps are accounted for 
as gains or losses on investments. Where there has been a re-positioning of the 
swap, gains and losses are accounted for on a realised basis. All such gains 
and losses have been debited or credited to the capital column of the Income 
Statement. 
 
Cash collateral held by counterparties is included within cash, except where 
there is a right of offset against the overdraft facility. 
 
(D) INVESTMENT INCOME 
 
Dividends receivable are recognised on the ex-dividend date. Where no 
ex-dividend date is quoted, dividends are recognised when the Company's right 
to receive payment is established. Foreign dividends are grossed up at the 
appropriate rate of withholding tax, with the withholding tax recognised in the 
taxation charge. 
 
Income from fixed interest securities is recognised on a time apportionment 
basis so as to reflect the effective interest rate. 
 
Deposit interest is accounted for on an accruals basis. 
 
(E) EXPENSES 
 
All expenses are accounted for on an accruals basis. Expenses are charged 
through the revenue column of the Income Statement except as follows: 
 
-       expenses which are incidental to the acquisition or disposal of an 
investment are charged to the capital column of the Income Statement; and 
 
-       expenses are charged to the capital column of the Income Statement 
where a connection with the maintenance or enhancement of the value of the 
investments can be demonstrated. In this respect the portfolio management and 
AIFM fees have been charged to the Income Statement in line with the Board's 
expected long-term split of returns, in the form of capital gains and income, 
from the Company's portfolio. As a result 5% of the portfolio management and 
AIFM fees are charged to the revenue column of the Income Statement and 95% are 
charged to the capital column of the Income Statement. 
 
Any performance fee is charged in full to the capital column of the Income 
Statement. 
 
(F) FINANCE COSTS 
 
Finance costs are accounted for on an accruals basis. Finance costs are charged 
to the Income Statement in line with the Board's expected long-term split of 
returns, in the form of capital gains and income, from the Company's portfolio. 
As a result 5% of the finance costs are charged to the revenue column of the 
Income Statement and 95% are charged to the capital column of the Income 
Statement. Finance charges are accounted for on an accruals basis in the Income 
Statement using the effective interest rate method and are added to the 
carrying amount of the instrument to the extent that they are not settled in 
the period in which they arise. 
 
(G) TAXATION 
 
The tax effect of different items of expenditure is allocated between capital 
and revenue using the marginal basis. 
 
Deferred taxation is provided on all timing differences that have originated 
but not been reversed by the Statement of Financial Position date other than 
those differences regarded as permanent. This is subject to deferred tax assets 
only being recognised when it is probable that there will be suitable profits 
from which the reversal of timing differences can be deducted. Any liability to 
deferred tax is provided for at the rate of tax enacted or substantially 
enacted. 
 
(H) FOREIGN CURRENCY 
 
Transactions recorded in overseas currencies during the year are translated 
into sterling at the appropriate daily exchange rates. Assets and liabilities 
denominated in overseas currencies at the Statement of Financial Position date 
are translated into sterling at the exchange rates ruling at that date. 
 
Exchange gains/losses on foreign currency balances 
 
Any gains or losses on the translation of foreign currency balances, including 
the foreign currency overdraft, whether realised or unrealised, are taken to 
the capital or the revenue column of the Income Statement, depending on whether 
the gain or loss is of a capital or revenue nature. 
 
(I) CAPITAL REDEMPTION RESERVE 
 
This reserve arose when ordinary shares were redeemed by the Company and 
subsequently cancelled. When ordinary shares are redeemed by the Company and 
subsequently cancelled, an amount equal to the par value of the ordinary share 
capital is transferred from the ordinary share capital to the capital 
redemption reserve. 
 
(J) CAPITAL RESERVE 
 
The following are transferred to this reserve: 
 
-       gains and losses on the disposal of investments; 
 
-       exchange differences of a capital nature, including the effects of 
changes in exchange rates on foreign currency borrowings; 
 
-       expenses, together with the related taxation effect, in accordance with 
the above policies; and 
 
-       changes in the fair value of investments and derivatives. 
 
This reserve can be used to distribute realised capital profits by way of 
dividend or share buy backs. Any gains in the fair value of investments that 
are not readily convertible to cash are treated as unrealised gains in the 
capital reserve. 
 
(K) REVENUE RESERVE 
 
The revenue reserve is distributable by way of dividend. 
 
(L) DIVID PAYMENTS 
 
Dividends paid by the Company on its shares are recognised in the financial 
statements in the year in which they become payable and are shown in the 
Statement of Changes in Equity. 
 
2. INCOME FROM INVESTMENTS 
 
                                                                              2020     2019 
 
                                                                             GBP'000    GBP'000 
 
Income from investments 
 
Overseas dividends                                                          15,363   13,650 
 
Fixed interest income                                                        1,850    3,803 
 
UK dividends                                                                   320      351 
 
                                                                            17,533   17,804 
 
Other income 
 
Derivatives                                                                     17        7 
 
Deposit interest                                                               549      583 
 
Total income from investments                                               18,099   18,394 
 
Total income comprises: 
 
Dividends                                                                   15,683   14,001 
 
Interest                                                                     2,416    4,393 
 
                                                                            18,099   18,394 
 
3. AIFM, PORTFOLIO MANAGEMENT AND PERFORMANCE FEES 
 
                                                              2020                        2019 
 
                                        Revenue   Capital    Total   Revenue   Capital   Total 
 
                                          GBP'000     GBP'000    GBP'000     GBP'000     GBP'000   GBP'000 
 
AIFM fee                                    128     2,425    2,553       120     2,282   2,402 
 
Portfolio management fee                    488     9,271    9,759       439     8,342   8,781 
 
Performance fee                               -         -        -         -   (6,596) (6,596) 
 
                                            616    11,696   12,312       559     4,028   4,587 
 
Further details on the above fees are set out in the Strategic Report and in 
the Report of the Directors. 
 
The performance fee amount of (GBP6,596,000) in 2019 is the accrued fee on 
outperformance generated as of 31 March 2018 which was not maintained for a 
twelve month period. This amount was therefore written back during the year 
ended 31 March 2019 in accordance with the terms of the performance fee 
arrangements as set out in the Business Review. 
 
4. OTHER EXPENSES 
 
                                                                              2020     2019 
 
                                                                           Revenue  Revenue 
 
                                                                             GBP'000    GBP'000 
 
Directors' remuneration                                                        195      177 
 
Auditors' remuneration for the audit of the Company's financial                 41       29 
statements 
 
Auditors' remuneration for non-audit services                                    -        4 
 
Depositary and custody fees                                                    184      139 
 
Stock Exchange listing fees*                                                    53      132 
 
Registrar fees                                                                  47       47 
 
Legal and professional costs                                                    41        9 
 
Broker fees                                                                     30       30 
 
Other costs                                                                    340      341 
 
                                                                               931      908 
 
Details of the amounts paid to Directors are included in the Directors' 
Remuneration Report. 
 
*          Includes GBPnil (2019: GBP91,000) in respect of Stock Exchange Block 
Listing fees required as a result of the issuance of new shares by the Company 
during the year. 
 
5. FINANCE COSTS 
 
                                                           2020                             2019 
 
                                  Revenue    Capital      Total    Revenue    Capital      Total 
 
                                    GBP'000      GBP'000      GBP'000      GBP'000      GBP'000      GBP'000 
 
Finance costs                          93      1,770      1,863        175      3,327      3,502 
 
6. TAXATION ON NET RETURN 
 
(A) ANALYSIS OF CHARGE IN YEAR 
 
                                                           2020                             2019 
 
                                  Revenue    Capital      Total    Revenue    Capital      Total 
 
                                    GBP'000      GBP'000      GBP'000      GBP'000      GBP'000      GBP'000 
 
Corporation tax at 19% (2019:           -          -          -          -          -          - 
19%) 
 
Tax relief to capital                  38       (38)          -        523      (523)          - 
 
Overseas taxation                   2,118          -      2,118      1,744          -      1,744 
 
Capital gains tax                       -          3          3          -       (20)       (20) 
 
                                    2,156       (35)      2,121      2,267      (543)      1,724 
 
(B) FACTORS AFFECTING CURRENT TAX CHARGE FOR THE YEAR 
 
Approved investment trusts are exempt from tax on capital gains made within the 
Company. 
 
The tax charged for the year is lower (2019: lower) than the standard rate of 
corporation tax of 19% (2019: 19%). 
 
The difference is explained below. 
 
                                                           2020                             2019 
 
                                  Revenue    Capital      Total    Revenue    Capital      Total 
 
                                    GBP'000      GBP'000      GBP'000      GBP'000      GBP'000      GBP'000 
 
Net return before taxation         16,459     76,438     92,897     16,752    151,212    167,964 
 
Corporation tax at 19% (2019:       3,127     14,523     17,650      3,183     28,730     31,913 
19%) 
 
Non-taxable gains on                    -   (17,082)   (17,082)          -   (30,128)   (30,128) 
investments 
 
Overseas withholding taxation       2,118          -      2,118      1,744          -      1,744 
 
Non taxable dividends             (2,980)          -    (2,980)    (2,660)          -    (2,660) 
 
Excess management expenses          (147)      2,559      2,412      (523)      1,398        875 
 
Tax relief to capital                  38       (38)          -        523      (523)          - 
 
Capital gains tax                       -          3          3          -       (20)       (20) 
 
Total tax charge                    2,156       (35)      2,121      2,267      (543)      1,724 
 
(C) PROVISION FOR DEFERRED TAX 
 
No provision for deferred taxation has been made in the current or prior year. 
The Company has not provided for deferred tax on capital profits and losses 
arising on the revaluation or disposal of investments, as it is exempt from tax 
on these items because of its status as an investment trust company. 
 
The Company has not recognised a deferred tax asset of GBP24,533,000 (19% tax 
rate) (2019: GBP19,793,000 (17% tax rate)) as a result of excess management 
expenses and loan expenses. It is not anticipated that these excess expenses 
will be utilised in the foreseeable future. 
 
7. RETURN PER SHARE 
 
                                                                             2020       2019 
 
                                                                            GBP'000      GBP'000 
 
The return per share is based on the following figures: 
 
Revenue return                                                             14,303     14,485 
 
Capital return                                                             76,473    151,755 
 
                                                                           90,776    166,240 
 
Weighted average number of ordinary shares in issue during the year    53,148,027 50,961,790 
 
Revenue return per ordinary share                                           26.9p      28.4p 
 
Capital return per ordinary share                                          143.9p     297.8p 
 
                                                                           170.8p     326.2p 
 
The calculation of the total, revenue and capital return per ordinary share is 
carried out in accordance with IAS 33, "Earnings per Share", in accordance with 
the requirements of FRS 102. 
 
8. DIVIDS 
 
Under UK Company Law, final dividends are not recognised until they are 
approved by shareholders and interim dividends are not recognised until they 
are paid. They are also debited directly from reserves. Amounts recognised as 
distributable in these financial statements were as follows: 
 
                                                                             2020       2019 
 
                                                                            GBP'000      GBP'000 
 
Second interim dividend in respect of the year ended 31 March 2018              -      5,497 
 
First interim dividend in respect of the year ended 31 March 2019               -      3,359 
 
Second interim dividend in respect of the year ended 31 March 2019         10,568          - 
 
First interim dividend in respect of the year ended 31 March 2020           3,457          - 
 
                                                                           14,025      8,856 
 
In respect of the year ended 31 March 2020, a first interim dividend of 6.5p 
per share was paid on 9 January 2020. A second interim dividend of 18.5p will 
be payable on 16 July 2020, the associated ex dividend date will be 4 June 
2020. The total dividends payable in respect of the year ended 31 March 2020 
amount to 25.0p per share (2019: 26.5p per share). The aggregate cost of the 
second interim dividend, based on the number of shares in issue at 2 June 2020, 
will be GBP10,505,000. In accordance with FRS 102 dividends will be reflected in 
the financial statements for the year in which they become payable. Total 
dividends in respect of the financial year, which is the basis on which the 
requirements of s1158 of the Corporation Tax Act 2010 are considered, are set 
out on the next page. 
 
                                                                            2020      2019 
 
                                                                           GBP'000     GBP'000 
 
Revenue available for distribution by way of dividend for the year        14,303    14,485 
 
First interim dividend in respect of the year ended 31 March 2020        (3,457)         - 
 
Second interim dividend in respect of the year ended 31 March 2020      (10,505)         - 
 
First interim dividend in respect of the year ended 31 March 2019              -   (3,359) 
 
Second interim dividend in respect of the year ended 31 March 2019             -  (10,554) 
 
Net retained revenue                                                         341       572 
 
*          based on 56,786,278 shares in issue as at 2 June 2020. 
 
9. INVESTMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS 
 
                                                                           Derivative 
 
                                                       Quoted    Unquoted   Financial 
 
                                                  Investments Investments Instruments       Total 
 
                                                        GBP'000       GBP'000       GBP'000       GBP'000 
 
Cost at 1 April 2019                                1,173,702      26,817         863   1,201,832 
 
Investment holdings gains/(losses) at 1 April         180,163     (2,001)       9,431     187,593 
2019 
 
Valuation at 1 April 2019                           1,353,865      24,816      10,294   1,388,975 
 
Movement in the year: 
 
Purchases at cost                                   1,390,071      19,549       2,354   1,411,974 
 
Sales - proceeds                                  (1,182,107)    (12,602)    (24,680) (1,219,389) 
 
Transfer between levels*                                4,605     (4,605)           -           - 
 
Net movement in investment holding gains               87,267         273       9,318      96,858 
 
Valuation at 31 March 2020                          1,653,701      27,431     (2,714)   1,678,418 
 
Cost at 31 March 2020                               1,482,727      32,882           -   1,515,609 
 
Investment holding gains/(losses) at 31 March         170,974     (5,451)     (2,714)     162,809 
2020 
 
Valuation at 31 March 2020                          1,653,701      27,431     (2,714)   1,678,418 
 
*          See note 16 (VII) 
 
The Company received GBP1,219,839,000 (2019: GBP1,510,494,000) from investments and 
derivatives sold in the year. The book cost of these was GBP1,097,747,000 (2019: 
GBP1,459,617,000). These investments and derivatives have been revalued over time 
and until they were sold any unrealised gains/losses were included in the fair 
value of the investments. 
 
                                                                            2020       2019 
 
                                                                           GBP'000      GBP'000 
 
Net movement in investment holding gains/(losses) in the year             87,540    164,502 
 
Net movement in derivative holding gains/(losses) in the year              9,318    (4,452) 
 
Effective interest rate amortisation                                         123      (796) 
 
Gains/(losses) on investments                                             96,981    159,254 
 
Purchase transaction costs were GBP1,875,000 (2019: GBP1,564,000). Sales 
transaction costs were GBP1,138,000 (2019: GBP1,006,000). These comprise mainly 
commission. 
 
10. DERIVATIVE FINANCIAL INSTRUMENTS 
 
                                                                            2020       2019 
 
                                                                           GBP'000      GBP'000 
 
Fair value of OTC equity swaps (asset)                                     3,452     11,898 
 
Fair value of OTC equity swaps (liability)                               (6,166)    (2,849) 
 
Fair value of put and call options (long)                                      -      1,908 
 
Fair value of put and call options (short)                                     -      (663) 
 
                                                                         (2,714)     10,294 
 
See note 9 for movements during the year. 
 
11. DEBTORS 
 
                                                                            2020       2019 
 
                                                                           GBP'000      GBP'000 
 
Amounts due from brokers                                                   7,212      6,609 
 
Issue of own shares awaiting settlement                                      717          - 
 
Withholding taxation recoverable                                           2,869      2,523 
 
VAT recoverable                                                               48         30 
 
Prepayments and accrued income                                             3,784      3,168 
 
                                                                          14,630     12,330 
 
12. CREDITORS AMOUNTS FALLING DUE WITHIN ONE YEAR 
 
                                                                            2020       2019 
 
                                                                           GBP'000      GBP'000 
 
Amounts due to brokers                                                     1,340     15,573 
 
Overdraft drawn*                                                         154,326          - 
 
Other creditors and accruals                                               2,894      2,657 
 
                                                                         158,560     18,230 
 
*          The Company's borrowing requirements are met through the utilisation 
of an overdraft facility provided by J.P. Morgan Securities LLC. The overdraft 
is drawn down in U.S. dollars. Interest on the drawn overdraft is charged at 
the United States Overnight Bank Funding Rate plus 45 basis points. 
 
J.P. Morgan Securities LLC may take investments up to 140% of the value of the 
overdrawn balance as collateral and has been granted a first priority security 
interest or lien over the Company's assets. (See note 16 under credit risk for 
additional details). 
 
13. SHARE CAPITAL 
 
                                                                                       Total 
 
                                                                         Treasury     shares 
 
                                                                Shares     shares   in issue 
 
                                                                number     number     number 
 
Issued and fully paid at 1 April 2019                       52,595,278          - 52,595,278 
 
New shares issued                                            1,024,000          -  1,024,000 
 
At 31 March 2020                                            53,619,278          - 53,619,278 
 
                                                                             2020       2019 
 
                                                                            GBP'000      GBP'000 
 
Issued and fully paid: 
 
Ordinary Shares of 25p                                                     13,406     13,150 
 
During the year ended 31 March 2020 1,024,000 shares were issued raising GBP 
29,454,000. During the year ended 31 March 2019 2,734,000 shares were issued 
raising GBP72,521,000. No shares were repurchased by the Company during these 
years. 
 
14. NET ASSET VALUE PER SHARE 
 
                                                                            2020       2019 
 
Net asset value per share                                               2,868.9p   2,722.9p 
 
The net asset value per share is based on the assets attributable to equity 
shareholders of GBP1,538,298,000 (2019: GBP1,432,093,000) and on the number of 
Ordinary Shares in issue at the year end of 53,619,278 (2019: 52,595,278). 
 
15. RELATED PARTIES 
 
The following are considered to be related parties: 
 
-       Frostrow Capital LLP (under the Listing Rules only) 
 
-       OrbiMed Capital LLC 
 
-       The Directors of the Company 
 
Details of the relationship between the Company and Frostrow Capital LLP, the 
Company's AIFM, and OrbiMed Capital LLC, the Company's Portfolio Manager, are 
disclosed in the Business Review. Sven Borho, who joined the Board on 7 June 
2018, is a Managing Partner at OrbiMed. Sven Borho has waived his directors fee 
of GBP31,040 (2019: GBP30,130). Details of fees paid to OrbiMed by the Company can 
be found in note 3. All material related party transactions have been disclosed 
in notes 3 and 4. 
 
Three current and two former partners at OrbiMed Capital LLC have a minority 
financial interest totalling 20% in Frostrow Capital LLP, the Company's AIFM. 
Details of the fees paid to Frostrow Capital LLP by the Company can be found in 
note 3. 
 
16. FINANCIAL INSTRUMENTS 
 
RISK MANAGEMENT POLICIES AND PROCEDURES 
 
The Company's financial instruments comprise securities and other investments, 
derivative instruments, cash balances, loans and debtors and creditors that 
arise directly from its operations. 
 
As an investment trust, the Company invests in equities and other investments 
for the long term so as to secure its investment objective as stated in the 
Business Review. In pursuing its investment objective, the Company is exposed 
to a variety of risks that could result in a reduction in the Company's net 
assets. 
 
The main risks that the Company faces arising from its financial instruments 
are: 
 
 i. market risk (including foreign currency risk, interest rate risk and other 
    price risk) 
ii. liquidity risk 
iii. credit risk 
 
These risks, with the exception of liquidity risk, and the Directors' approach 
to the management of them, are set out in the Strategic Report and have not 
changed from the previous accounting year. The AIFM, in close co-operation with 
the Board and the Portfolio Manager co-ordinate the Company's risk management. 
 
USE OF DERIVATIVES 
 
As noted in the Strategic Report options and equity swaps are used within the 
Company's portfolio. 
 
More details on options and swaps can be found in the Glossary. 
 
PUT AND CALL OPTIONS 
 
OrbiMed can employ, when appropriate, options strategies in an effort to 
enhance returns and to improve the risk-return profile of the Company's 
portfolio. 
 
The Board monitor the use of options through a monthly report, summarising the 
options activity and strategic intent, provided by OrbiMed. 
 
OrbiMed can employ the following option strategies, or a combination of such: 
 
-       Buy calls: provides leveraged long exposure while minimising capital at 
risk; 
 
-       Buy puts: provides leveraged protection, against price falls while 
minimising capital at risk; 
 
-       Sell calls: against an existing position, provides partial protection 
from a decline in stock price, facilitates commitment to an exit strategy and 
exit price that is consistent with fundamental analysis; 
 
-       Sell puts: provides an effective entry price at which to add to an 
existing position, or provides an effective entry price at which to initiate a 
new position. 
 
OTC EQUITY SWAPS 
 
The Company uses OTC equity swap positions to gain access to the Indian and 
Chinese markets either because the Company is not locally registered to trade 
or to gain exposure to thematic baskets of stocks. 
 
Details of financed swap positions* are noted in the Portfolio. 
 
*          See glossary. 
 
OFFSETTING DISCLOSURE 
 
Swap trades and OTC derivatives are traded under ISDA? Master Agreements. The 
Company currently has such agreements in place with Goldman Sachs and JP 
Morgan. 
 
These agreements create a right of set-off that becomes enforceable only 
following a specified event of default, or in other circumstances not expected 
to arise in the normal course of business. As the right of set-off is not 
unconditional, for financial reporting purposes, the Company does not offset 
derivative assets and derivative liabilities. 
 
?International Swap Dealers Association Inc. 
 
(I) OTHER PRICE RISK 
 
In pursuance of the Company's Investment Objective the Company's portfolio, 
including its derivatives, is exposed to the risk of fluctuations in market 
prices and foreign exchange rates. 
 
The Board manage these risks through the use of limits and guidelines, monthly 
compliance reports from Frostrow and reports from Frostrow and OrbiMed 
presented at each Board meeting, as set out in the Business Review. 
 
OTHER PRICE RISK EXPOSURE 
 
The Company's gross exposure to other price risk is represented by the fair 
value of the investments and the underlying exposure through the derivative 
investments held at the year end as shown in the table below. 
 
                                           2020                                2019 
 
                                                  Notional*                           Notional* 
 
                             Assets Liabilities    exposure      Assets Liabilities    exposure 
 
                              GBP'000       GBP'000       GBP'000       GBP'000       GBP'000       GBP'000 
 
Investments               1,681,132           -   1,681,132   1,378,681           -   1,378,681 
 
Put and call options              -           -           -       1,908       (663)       7,088 
 
OTC equity swaps              3,452     (6,166)      41,569      11,898     (2,849)     116,762 
 
                          1,684,584     (6,166)   1,722,701   1,392,487     (3,512)   1,502,531 
 
*          The notional exposure is calculated in accordance with the AIFMD 
requirements for calculating exposure via derivatives. 
 
OTHER PRICE RISK SENSITIVITY 
 
If market prices of all of the Company's financial instruments including the 
derivatives at the Statement of Financial Position date had been 25% higher or 
lower (2019: 25% higher or lower) while all other variables remained constant: 
the revenue return would have decreased/increased by GBP166,000 (2019: GBP145,000); 
the capital return would have increased by GBP427,504,000 (2019: GBP372,926,000)/ 
decreased by GBP427,504,000 (2019: GBP371,192,000); and, the return on equity would 
have increased by GBP427,338,000 (2019: GBP372,781,000)/decreased by GBP427,338,000 
(2019: GBP371,767,000). The calculations are based on the portfolio as at the 
respective Statement of Financial Position dates and are not representative of 
the year as a whole. 
 
(II) FOREIGN CURRENCY RISK 
 
A significant proportion of the Company's portfolio and derivative positions 
are denominated in currencies other than sterling (the Company's functional 
currency, and the currency in which it reports its results). As a result, 
movements in exchange rates can significantly affect the sterling value of 
those items. 
 
FOREIGN CURRENCY EXPOSURE 
 
The fair values of the Company's monetary assets and liabilities that are 
denominated in foreign currencies are shown below. 
 
                                             2020                               2019 
 
                              Current     Current                Current     Current 
 
                               assets liabilities Investments     assets liabilities Investments 
 
                                GBP'000       GBP'000       GBP'000      GBP'000       GBP'000       GBP'000 
 
U.S. dollar                    50,196   (194,080)   1,297,338     66,518    (28,053)   1,068,342 
 
Swiss franc                     2,104           -      79,807      1,449           -      64,057 
 
Japanese yen                    2,782       (259)     123,849      2,306           -     142,415 
 
Hong Kong dollar                    -           -     152,190      2,999       (976)      61,337 
 
Other                             724           -      25,234      1,072           -      52,824 
 
                               55,806   (194,339)   1,678,418     74,344    (29,029)   1,388,975 
 
FOREIGN CURRENCY SENSITIVITY 
 
The following table details the sensitivity of the Company's net return for the 
year and shareholders' funds to a 10% increase and decrease in sterling against 
the relevant currency (2019: 10% increase and decrease). 
 
These percentages have been determined based on market volatility in exchange 
rates over the previous 12 months. The sensitivity analysis is based on the 
Company's significant foreign currency exposures at each Statement of Financial 
Position date. 
 
                                         2020                                 2019 
 
                                 USD      YEN      CHF       HK       USD      YEN      CHF       HK 
 
                               GBP'000    GBP'000    GBP'000    GBP'000     GBP'000    GBP'000    GBP'000    GBP'000 
 
Sterling depreciates         133,082   14,041    9,101   16,910   134,947   16,080    7,278    7,040 
 
Sterling appreciates       (108,885) (11,488)  (7,446) (13,835) (110,411) (13,156)  (5,955)  (5,780) 
 
(III) INTEREST RATE RISK 
 
Interest rate changes may affect: 
 
  * the interest payable on the Company's variable rate borrowings; 
  * the level of income receivable from floating and fixed rate securities and 
    cash at bank and on deposit; 
  * the fair value of investments in fixed interest securities. 
 
INTEREST RATE EXPOSURE 
 
The Company's main exposure to interest rate risks is through its overdraft 
facility with J.P. Morgan Securities LLC, which is repayable on demand, and, 
its holding in fixed interest securities. The exposure of financial assets and 
liabilities to fixed and floating interest rates, is shown below. 
At 31 March 2020, the Company held 0.7% of the portfolio in securitised debt 
(2019: 1.3% of the portfolio). The exposure is shown in the table below. 
 
                                2020                                    2019 
 
                Weighted                                Weighted 
 
                 average  Weighted                       average  Weighted 
 
                  period   average                        period   average 
 
               for which     fixed                     for which     fixed 
 
                 rate is  interest     Fixed  Floating   rate is  interest     Fixed  Floating 
 
                   fixed      rate      rate      rate     fixed      rate      rate      rate 
 
                   Years         %     GBP'000     GBP'000     Years         %     GBP'000     GBP'000 
 
Unquoted debt        4.9       2.6     4,148     6,803       0.4       2.0        66    17,459 
investments 
 
Cash                                       -    20,190                             -    49,018 
 
Overdraft                                  - (170,706)                             -         - 
facility 
 
Financed swap                              -  (44,283)                             - (107,713) 
positions 
 
                                       4,148 (187,996)                            66  (41,236) 
 
All interest rate exposures are held in U.S. dollars. 
 
Cash of GBP20.2 million (2019: GBP27.7 million) was held as collateral against the 
financed swap positions, of which GBP16.4 million (2019: Nil) was offset against 
the overdraft position. 
 
INTEREST RATE SENSITIVITY 
 
If interest rates had been 1% higher or lower and all other variables were held 
constant, the Company's net return for the year ended 31 March 2020 and the net 
assets would increase/decrease by GBP1,880,000 (2019: increase/decrease by GBP 
412,000). 
 
(IV) LIQUIDITY RISK 
 
This is the risk that the Company will encounter difficulty in meeting 
obligations associated with financial liabilities. 
 
MANAGEMENT OF THE RISK 
 
Liquidity risk is not considered significant as the majority of the Company's 
assets are investments in quoted securities that are readily realisable within 
one week, in normal market conditions. There maybe circumstances where market 
liquidity is lower than normal. Stress tests have been performed to understand 
how long the portfolio would take to realise in such situations. The Board are 
comfortable that in such a situation the Company would be able to meet its 
liabilities as they fall due. 
 
LIQUIDITY EXPOSURE AND MATURITY 
 
Contractual maturities of the financial liability exposures as at 31 March 
2020, based on the earliest date on which payment can be required, are as 
follows: 
 
                                                                     2020              2019 
 
                                                                3 to 12  3 months  3 months 
 
                                                                 months   or less   or less 
 
                                                                  GBP'000     GBP'000     GBP'000 
 
Overdraft facility                                                    -   170,706         - 
 
Amounts due to brokers and accruals                                   -     1,340    15,573 
 
OTC equity swaps                                                  6,166         -     2,849 
 
Derivatives - Put options (short)                                     -         -       611 
 
Derivatives - Call options (short)                                    -         -        52 
 
                                                                  6,166   178,212    19,085 
 
GBP16.4m of cash held as collateral is offset against the overdraft facility in 
the Statement of Financial Position, as set out in Note 16(iii) on the prior 
page. 
 
(V) CREDIT RISK 
 
Credit risk is the risk of failure of a counterparty to discharge its 
obligations resulting in the Company suffering a financial loss. 
 
The carrying amounts of financial assets best represent the maximum credit risk 
at the Statement of Financial Position date. 
 
The Company's quoted securities are held on its behalf by J.P. Morgan 
Securities LLC acting as the Company's Custodian and Prime Broker. 
 
Certain of the Company's assets can be held by J.P. Morgan Securities LLC as 
collateral against the overdraft provided by them to the Company. As at 31 
March 2020 assets with a total market value of GBP248.1 million were available to 
J.P. Morgan Securities LLC to be used as collateral against the overdraft 
facility which equates to 140% of the overdrawn position (calculated on a 
settled basis). Such assets held by J.P. Morgan Securities LLC are available 
for rehypothecation (see Glossary for further information). As at 31 March 
2019, no assets were held as collateral. 
 
CREDIT RISK EXPOSURE 
 
                                                                           2020    2019 
 
                                                                          GBP'000   GBP'000 
 
Unquoted debt investments                                                10,951  17,525 
 
Derivative - OTC equity swaps                                             3,452  11,898 
 
Current assets: 
 
Other receivables (amounts due from brokers, dividends and interest      14,630  12,330 
receivable) 
 
Derivative - Put options (long)                                               -   1,350 
 
Derivative - Call options (long)                                              -     558 
 
Cash                                                                      3,810  49,018 
 
(VI) FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES 
 
Financial assets and financial liabilities are either carried in the Statement 
of Financial Position at their fair value (investments and derivatives) or the 
Statement of Financial Position amount is a reasonable approximation of fair 
value (due from brokers, dividends and interest receivable, due to brokers, 
accrual, cash at bank, bank overdraft and amounts due under the loan facility). 
 
(VII) HIERARCHY OF INVESTMENTS 
 
The Company has classified its financial assets designated at fair value 
through profit or loss and the fair value of derivative financial instruments 
using a fair value hierarchy that reflects the significance of the inputs used 
in making the fair value measurements. The hierarchy has the following levels: 
 
-       Level 1 - quoted prices (unadjusted) in active markets for identical 
assets or liabilities; 
 
-       Level 2 - inputs other than quoted prices included with Level 1 that 
are observable for the asset or liability, either directly (i.e. as prices) or 
indirectly (i.e. derived from prices); and 
 
-       Level 3 - inputs for the asset or liability that are not based on 
observable market data (unobservable inputs). 
 
                                                        Level 1   Level 2   Level 3     Total 
 
As of 31 March 2020                                       GBP'000     GBP'000     GBP'000     GBP'000 
 
Investments held at fair value through profit or loss 1,653,701         -    27,431 1,681,132 
 
Derivatives: OTC swaps (assets)                               -     3,452         -     3,452 
 
Derivatives: OTC swaps (liabilities)                          -   (6,166)         -   (6,166) 
 
Financial instruments measured at fair value          1,653,701   (2,714)    27,431 1,678,418 
 
As at 31 March 2020, three debt, one equity and a deferred consideration 
investment (included in the portfolio) have been classified as Level 3. All 
level 3 positions have been valued using an independent third party pricing 
source or using the price of a recent transaction. 
 
During 2020 one unquoted investment was transferred to Level 1 following its 
successful initial public offering. 
 
                                                        Level 1   Level 2  Level 3     Total 
 
As of 31 March 2019                                       GBP'000     GBP'000    GBP'000     GBP'000 
 
Investments held at fair value through profit or loss 1,353,865         -   24,816 1,378,681 
 
Derivatives: put and call options (short)                     -     (663)        -     (663) 
 
Derivatives: put and call options (long)                      -     1,908        -     1,908 
 
Derivatives: OTC swaps (assets)                               -    11,898        -    11,898 
 
Derivatives: OTC swaps (liabilities)                          -   (2,849)        -   (2,849) 
 
Financial instruments measured at fair value          1,353,865    10,294   24,816 1,388,975 
 
As at 31 March 2019, five debt and two equity investments have been classified 
as Level 3. All level 3 positions have been valued using an independent third 
party pricing source or using the price of a recent transaction. 
 
(VIII) CAPITAL MANAGEMENT POLICIES AND PROCEDURES 
 
The Company's capital management objectives are to ensure that it will be able 
to continue as a going concern and to maximise the income and capital return to 
its equity shareholders through an appropriate level of gearing or leverage. 
 
The Board's policy on gearing and leverage is set out in the Strategic Report. 
 
As at 31 March 2020, the Company had a leverage percentage of 12.0% (2019: 
4.9%). 
 
The capital structure of the Company consists of the equity share capital, 
retained earnings and other reserves as shown in the Statement of Financial 
Position. 
 
The Board, with the assistance of the AIFM and the Portfolio Manager, monitors 
and reviews the broad structure of the Company's capital on an ongoing basis. 
This includes a review of: 
 
-       the planned level of gearing, which takes into account the Portfolio 
Manager's view of the market; 
 
-       the need to buy back equity shares, either for cancellation or to hold 
in treasury, in light of any share price discount to net asset value per share 
in accordance with the Company's share buy-back policy; 
 
-       the need for new issues of equity shares, including issues from 
treasury; and 
 
-       the extent to which revenue in excess of that which is required to be 
distributed should be retained. 
 
The Company's objectives, policies and processes for managing capital are 
unchanged from the preceding accounting year. 
 
17. CAPITAL RESERVE 
 
                                                                   Capital Reserves* 
 
                                                                       Investment 
 
                                                                          Holding 
 
                                                                 Other      Gains      Total 
 
                                                                 GBP'000      GBP'000      GBP'000 
 
At 31 March 2019                                               700,805    302,656  1,003,461 
 
Net gains on investments                                        73,605     23,376     96,981 
 
Expenses charged to capital less tax relief thereon           (13,431)          -   (13,431) 
 
Exchange gain on currency balances                             (7,077)          -    (7,077) 
 
At 31 March 2020                                               753,902    326,032  1,079,934 
 
*          Investment holding gains relate to the revaluation of investments 
and derivatives held at the reporting date. (See note 9 for further details). 
 
Under the terms of the revisions made to the Company's Articles of Association 
in 2013, sums within "capital reserves - other" are also available for 
distribution. 
 
18. NON-ADJUSTING SUBSEQUENT REPORTING EVENT 
 
Subsequent to the year end, healthcare stocks have experienced substantial 
volatility associated with the impact of COVID-19 on the sector. As at 1 June 
2020, the Company's unaudited net asset value had increased by 23.4%. The 
Directors have considered the impact of this event on the Company's financial 
position and, based on the information available to them at the date of this 
report, have concluded that this is a non-adjusting event. Further comments and 
analysis are provided in the Chairman's Statement beginning and the Portfolio 
Manager's Review. 
 
Further Information/GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES 
('APMS') 
 
ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (AIFMD) 
 
Agreed by the European Parliament and the Council of the European Union and 
transported into UK legislation, the AIFMD classifies certain investment 
vehicles, including investment companies, as Alternative Investment Funds 
(AIFs) and requires them to appoint an Alternative Investment Fund Manager 
(AIFM) and a depositary to manage and oversee the operations of the investment 
vehicle. The Board of the Company retains responsibility for strategy, 
operations and compliance and the Directors retain a fiduciary duty to 
shareholders. 
 
ALTERNATIVE PERFORMANCE MEASURE ('APM') 
 
An APM is a numerical measure of the Company's current, historical or future 
financial performance, financial position or cash flows, other than a financial 
measure defined or specified in the applicable financial framework. In 
selecting these Alternative Performance Measures, the Directors considered the 
key objectives and expectations of typical investors in an investment trust 
such as the Company. 
 
BREXIT 
 
BREXIT - British exit - refers to the UK leaving the EU. A public vote was held 
in June 2016, when 17.4 million people opted for BREXIT. This gave the Leave 
Side 52% compared with 48% for Remain. The UK left the EU at midnight on 
31 January 2020. A transition period is now in place until 31 December 2020. 
During this period, all EU rules and regulations continue to apply to the UK. 
 
DISCOUNT OR PREMIUM* 
 
A description of the difference between the share price and the net asset value 
per share. The size of the discount or premium is calculated by subtracting the 
share price from the net asset value per share and is usually expressed as a 
percentage (%) of the net asset value per share. If the share price is higher 
than the net asset value per share the result is a premium. If the share price 
is lower than the net asset value per share, the shares are trading at a 
discount. 
 
EQUITY SWAPS 
 
An equity swap is an agreement where one party (counterparty) transfers the 
total return of an underlying equity position to the other party (swap holder) 
in exchange for a payment of the principal, and interest for financed swaps, at 
a set date. Total return includes dividend income and gains or losses from 
market movements. The exposure of the holder is the market value of the 
underlying equity position. 
 
The company uses two types of equity swap: 
 
-       funded, where payment is made on acquisition. They are equivalent to 
holding the underlying equity position with the exception of additional 
counterparty risk and not possessing voting rights in the underlying; and, 
 
-       financed, where payment is made on maturity. As there is no initial 
outlay, financed swaps increase exposure by the value of the underlying equity 
position with no initial increase in the investments value - there is therefore 
embedded leverage within a financed swap due to the deferral of payment to 
maturity. 
 
The Company employs swaps for two purposes: 
 
-       To gain access to individual stocks in the Indian, Chinese and other 
emerging markets, where the Company is not locally registered to trade or is 
able to gain in a more cost efficient manner than holding the stocks directly; 
and, 
 
-       To gain exposure to thematic baskets of stocks (a Basket Swap). Basket 
Swaps are used to build exposure to themes, or ideas, that the Portfolio 
Manager believes the Company will benefit from and where holding a Basket Swap 
is more cost effective and operationally efficient than holding the underlying 
stocks or individual swaps. 
 
*          Alternative Performance Measure 
 
GEARING* 
 
Gearing is calculated as the overdraft drawn, less net current assets 
(excluding dividends), divided by Net Assets, expressed as a percentage. For 
years prior to 2013, the calculation was based on borrowings as a percentage of 
Net Assets. 
 
INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION (ISDA) 
 
ISDA has created a standardised contract (the ISDA Master Agreement) which sets 
out the basic trading terms between the counterparties to derivative contracts. 
 
LEVERAGE* 
 
Leverage is defined in the AIFMD as any method by which the AIFM increases the 
exposure of an AIF. In addition to the gearing limit the Company also has to 
comply with the AIFMD leverage requirements. For these purposes the Board has 
set a maximum leverage limit of 140% for both methods. This limit is expressed 
as a % with 100% representing no leverage or gearing in the Company. There are 
two methods of calculating leverage as follows: 
 
The Gross Method is calculated as total exposure divided by Shareholders' 
Funds. Total exposure is calculated as net assets, less cash and cash 
equivalents, adding back cash borrowing plus derivatives converted into the 
equivalent position in their underlying assets. 
 
The Commitment Method is calculated as total exposure divided by Shareholders 
Funds. In this instance total exposure is calculated as net assets, less cash 
and cash equivalents, adding back cash borrowing plus derivatives converted 
into the equivalent position in their underlying assets, adjusted for netting 
and hedging arrangements. 
 
See the definition of Options and Equity Swaps for more details on how exposure 
through derivatives is calculated. 
 
                                                       31 March 2020       31 March 2019 
                                                             GBP                   GBP 
 
                                                         Fair Exposure*      Fair Exposure* 
                                                        Value               Value 
 
Investments                                         1,681,132 1,681,132 1,378,681 1,378,681 
 
OTC equity swaps                                      (2,714)    41,569     9,049   116,762 
 
Put + Call options                                          -         -     1,245     7,088 
 
                                                    1,678,418 1,722,701 1,388,975 1,502,531 
 
Shareholders' funds                                           1,538,298           1,432,093 
 
Leverage %                                                        12.0%                4.9% 
 
*          Calculated in accordance with AIFMD requirements using the 
Commitment Method 
 
MSCI WORLD HEALTH CARE INDEX (THE COMPANY'S BENCHMARK) 
 
The MSCI World Health Care Index is designed to capture the large and mid 
capitalisation segments across 23 developed markets countries: All securities 
in the index are classified as healthcare as per the Global Industry 
Classification Standard (GICS). Developed Markets countries include: Australia, 
Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, 
Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, 
Singapore, Spain, Sweden, Switzerland the UK and the U.S. The net total return 
of the Index is used which assumes the reinvestment of any dividends paid by 
its constituents after the deduction of relevant withholding taxes. The 
performance of the Index is calculated in U.S.$ terms. Because the Company's 
reporting currency is GBP the prevailing U.S.$/GBP exchange rate is applied to 
obtain a GBP based return. 
 
*          Alternative Performance Measure 
 
NAV PER SHARE (PENCE) 
 
The value of the Company's assets, principally investments made in other 
companies and cash being held, minus any liabilities. The NAV is also described 
as 'shareholders' funds' per share. The NAV is often expressed in pence per 
share after being divided by the number of shares which have been issued. The 
NAV per share is unlikely to be the same as the share price which is the price 
at which the Company's shares can be bought or sold by an investor. The share 
price is determined by the relationship between the demand and supply of the 
shares. 
 
NAV PER SHARE TOTAL RETURN* 
 
The theoretical total return on shareholders' funds per share, reflecting the 
change in NAV assuming that dividends paid to shareholders were reinvested at 
NAV at the time the shares were quoted ex-dividend. A way of measuring 
investment management performance of investment trusts which is not affected by 
movements in discounts/premiums. 
 
                                                                        31 March   31 March 
 
                                                                            2020       2019 
 
NAV Total Return                                                               p          p 
 
Opening NAV                                                              2,722.2    2,411.1 
 
Increase in NAV                                                            146.7      311.8 
 
Closing NAV                                                              2,868.9    2,722.9 
 
% increase in NAV                                                           5.4%      12.9% 
 
Impact of reinvested dividends                                              1.1%       0.8% 
 
NAV Total Return                                                            6.5%      13.7% 
 
ONGOING CHARGES* 
 
Ongoing charges are calculated by taking the Company's annualised ongoing 
charges, excluding finance costs, taxation, performance fees and exceptional 
items, and expressing them as a percentage of the average daily net asset value 
of the Company over the year. 
 
                                                                        31 March   31 March 
 
                                                                            2020       2019 
 
                                                                           GBP'000      GBP'000 
 
AIFM & Portfolio Management fees (Note 3)                                 12,312     11,183 
 
Other Expenses (Note 4)                                                      931        908 
 
Total Ongoing Charges                                                     13,243     12,091 
 
Performance fees paid/crystallised                                             -      3,135 
 
Total                                                                     13,243     15,226 
 
Average net assets                                                     1,497,219  1,340,300 
 
Ongoing Charges                                                             0.9%       0.9% 
 
Ongoing Charges (including performance fees paid or crystallised            0.9%       1.1% 
during the year) 
 
*              Alternative Performance Measure 
 
OPTIONS 
 
An option is an agreement that gives the buyer, who pays a fee (premium), the 
right - but not the obligation - to buy or sell a specified amount of an 
underlying asset at an agreed price (strike or exercise price) on or until the 
expiration of the contract (expiry). A call option is an option to buy, and a 
put option an option to sell. 
 
The potential loss of the buyer is limited to the higher of the premium paid or 
the market value of the bought option. On the other side for the seller of a 
covered call option any loss would be offset by gains in the covering position, 
and for sold puts the potential loss is the strike price times the number of 
option contracts held. For the purposes of calculating exposure to risk in note 
16, the potential loss is used. The exposure, used in calculating the AIFMD 
leverage limits, between these two bounds is determined as the delta (an 
options delta measures the sensitivity of an option's price solely to a change 
in the price of the underlying asset) adjusted equivalent of the underlying 
position. 
 
REHYPOTHECATION 
 
Rehypothecation is the practice by banks and brokers of using, for their own 
purposes, assets that have been posted as collateral by clients. 
 
SHARE PRICE TOTAL RETURN* 
 
Return to the investor on mid-market prices assuming that all dividends paid 
were reinvested. 
 
                                                                         31 March 31 March 
 
                                                                             2020     2019 
 
Share price Total Return                                                        p        p 
 
Opening share price                                                       2,730.0  2,405.0 
 
Increase in share price                                                     190.0    325.0 
 
Closing share price                                                       2,920.0  2,730.0 
 
% increase in share price                                                    7.0%    13.5% 
 
Impact of reinvested dividends                                               1.0%     0.8% 
 
Share price Total Return                                                     8.0%    14.3% 
 
TREASURY SHARES 
 
Shares previously issued by a company that have been bought back from 
shareholders to be held by the company for potential sale or cancellation at a 
later date. Such shares are not capable of being voted and carry no rights to 
dividends. 
 
*          Alternative Performance Measure 
 
Further Information/NOTICE OF THE ANNUAL GENERAL MEETING 
 
Notice is hereby given that the Annual General Meeting of Worldwide Healthcare 
Trust PLC will be held at 25 Southampton Buildings, London WC2A 1AL on 
Thursday, 9 July 2020 from 12 noon for the following purposes: 
 
ORDINARY BUSINESS 
 
To consider and, if thought fit, pass the following as ordinary resolutions: 
 
 1. To receive and, if thought fit, to accept the Audited Accounts and the 
    Report of the Directors for the year ended 31 March 2020 
 2. To re-elect Dr David Holbrook as a Director of the Company 
 3. To re-elect Sir Martin Smith as a Director of the Company 
 4. To re-elect Mrs Sarah Bates as a Director of the Company 
 5. To re-elect Mr Humphrey van der Klugt as a Director of the Company 
 6. To re-elect Mr Doug McCutcheon as a Director of the Company 
 7. To re-elect Mr Sven Borho as a Director of the Company 
 8. To elect Dr Bina Rawal as a Director of the Company 
 9. To re-appoint PricewaterhouseCoopers LLP as the Company's Auditors and to 
    authorise the Audit Committee to determine their remuneration 
10. To approve the Directors' Remuneration Report for the year ended 31 March 
    2020 
11. To approve the Directors' Remuneration Policy 
 
SPECIAL BUSINESS 
 
To consider and, if thought fit, pass the following resolutions of which 
resolutions 13, 14, 15 and 16 will be proposed as special resolutions: 
 
AUTHORITY TO ALLOT SHARES 
 
12.    THAT in substitution for all existing authorities the Directors be and 
are hereby generally and unconditionally authorised in accordance with section 
551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company 
to allot relevant securities (within the meaning of section 551 of the Act) up 
to a maximum aggregate nominal amount of GBP1,419,656 (being 10% of the issued 
share capital of the Company at 2 June 2020) and representing 5,678,627 shares 
of 25 pence each (or, if changed, the number representing 10% of the issued 
share capital of the Company at the date at which this resolution is passed), 
provided that this authority shall expire at the conclusion of the Annual 
General Meeting of the Company to be held in 2021 or 15 months from the date of 
passing this resolution, whichever is the earlier, unless previously revoked, 
varied or renewed, by the Company in General Meeting and provided that the 
Company shall be entitled to make, prior to the expiry of such authority, an 
offer or agreement which would or might require relevant securities to be 
allotted after such expiry and the Directors may allot relevant securities 
pursuant to such offer or agreement as if the authority conferred hereby had 
not expired. 
 
DISAPPLICATION OF PRE-EMPTION RIGHTS 
 
13.    THAT in substitution of all existing powers (but in addition to any 
power conferred on them by resolution 15 set out in the notice convening the 
Annual General Meeting at which this resolution is proposed ("Notice of Annual 
General Meeting")) the Directors be and are hereby generally empowered pursuant 
to Section 570 of the Companies Act 2006 (the "Act") to allot equity securities 
(within the meaning of Section 560 of the Act) for cash pursuant to the 
authority conferred on them by resolution 12 set out in the Notice of Annual 
General Meeting or otherwise as if Section 561(1) of the Act did not apply to 
any such allotment: 
 
 a. pursuant to an offer of equity securities open for acceptance for a period 
    fixed by the Directors where the equity securities respectively 
    attributable to the interests of holders of shares of 25p each in the 
    capital of the Company ("Shares") are proportionate (as nearly as may be) 
    to the respective numbers of Shares held by them but subject to such 
    exclusions or other arrangements in connection with the issue as the 
    Directors may consider necessary, appropriate or expedient to deal with 
    equity securities representing fractional entitlements or to deal with 
    legal or practical problems arising in any overseas territory, the 
    requirements of any regulatory body or stock exchange, or any other matter 
    whatsoever; 
 
 a. provided that (otherwise than pursuant to sub-paragraph (a) above) this 
    power shall be limited to the allotment of equity securities up to an 
    aggregate nominal value of GBP1,419,656, being 10% of the issued share 
    capital of the Company as at 2 June 2020 and representing 5,678,627 Shares 
    or, if changed, the number representing 10% of the issued share capital of 
    the Company at the date of the meeting at which this resolution is passed, 
    and provided further that (i) the number of equity securities to which this 
    power applies shall be reduced from time to time by the number of treasury 
    shares which are sold pursuant to any power conferred on the Directors by 
    resolution 14 set out in the Notice of Annual General Meeting and (ii) no 
    allotment of equity securities shall be made under this power which would 
    result in Shares being issued at a price which is less than the net asset 
    value per Share as at the latest practicable date before such allotment of 
    equity securities as determined by the Directors in their reasonable 
    discretion; and 
 
and such power shall expire at the conclusion of the next Annual General 
Meeting of the Company after the passing of this resolution or 15 months from 
the date of passing this resolution, whichever is earlier, unless previously 
revoked, varied or renewed by the Company in General Meeting and provided that 
the Company shall be entitled to make, prior to the expiry of such authority, 
an offer or agreement which would or might otherwise require equity securities 
to be allotted after such expiry and the Directors may allot equity securities 
pursuant to such offer or agreement as if the power conferred hereby had not 
expired. 
 
14.    THAT in substitution of all existing powers (but in addition to any 
power conferred on them by resolution 13 set out in the Notice of Annual 
General Meeting) the Directors be and are hereby generally empowered pursuant 
to Section 570 of the Companies Act 2006 (the "Act") to sell relevant shares 
(within the meaning of Section 560 of the Act) if, immediately before the sale, 
such shares are held by the Company as treasury shares (as defined in Section 
724 of the Act ("treasury shares")), for cash as if Section 561(1) of the Act 
did not apply to any such sale provided that: 
 
 a. where any treasury shares are sold pursuant to this power at a discount to 
    the then prevailing net asset value of ordinary shares of 25p each in the 
    capital of the Company ("Shares"), such discount must be (i) lower than the 
    discount to the net asset value per Share at which the Company acquired the 
    Shares which it then holds in treasury and (ii) not greater than 5% to the 
    prevailing diluted cum income net asset value per Share at the latest 
    practicable time before such sale (and for this purpose the Directors shall 
    be entitled to determine in their reasonable discretion the discount to 
    their net asset value at which such Shares were acquired by the Company and 
    the net asset value per Share at the latest practicable time before such 
    Shares are sold pursuant to this power); and 
 b. this power shall be limited to the sale of relevant shares having an 
    aggregate nominal value of GBP1,419,656 being 10% of the issued share capital 
    of the Company as at 2 June 2020 and representing 5,678,627 Shares or, if 
    changed, the number representing 10% of the issued share capital of the 
    Company at the date of the meeting at which this resolution is passed, and 
    provided further that the number of relevant shares to which power applies 
    shall be reduced from time to time by the number of Shares which are 
    allotted for cash as if Section 561(1) of the Act did not apply pursuant to 
    the power conferred on the Directors by resolution 13 set out in the Notice 
    of Annual General Meeting, 
 
and such power shall expire at the conclusion of the next Annual General 
Meeting of the Company after the passing of this resolution or 15 months from 
the date of passing this resolution, whichever is earlier, unless previously 
revoked, varied or renewed by the Company in General Meeting and provided that 
the Company shall be entitled to make, prior to the expiry of such authority, 
an offer or agreement which would or might otherwise require treasury shares to 
be sold after such expiry and the Directors may sell treasury shares pursuant 
to such offer or agreement as if the power conferred hereby had not expired. 
 
AUTHORITY TO REPURCHASE ORDINARY SHARES 
 
15.    THAT the Company be and is hereby generally and unconditionally 
authorised in accordance with section 701 of the Companies Act 2006 (the "Act") 
to make one or more market purchases (within the meaning of section 693(4) of 
the Act) of ordinary shares of 25 pence each in the capital of the Company 
("Shares") (either for retention as treasury shares for future reissue, resale, 
transfer or cancellation), provided that: 
 
 a. the maximum aggregate number of Shares authorised to be purchased shall be 
    that number of shares which is equal to 14.99% of the issued share capital 
    of the Company as at the date of the passing of this resolution; 
 b. the minimum price (exclusive of expenses) which may be paid for a Share is 
    25 pence; 
 c. the maximum price (exclusive of expenses) which may be paid for a Share is 
    an amount equal to the greater of (i) 105% of the average of the middle 
    market quotations for a Share as derived from the Daily Official List of 
    the London Stock Exchange for the five business days immediately preceding 
    the day on which that Share is purchased and (ii) the higher of the price 
    of the last independent trade and the highest then current independent bid 
    on the London Stock Exchange as stipulated in Article 5(1) of Regulation 
    No. 2233/2003 of the European Commission (Commission Regulation of 22 
    December 2003 implementing the Market Abuse Directive as regards exemptions 
    for buy-back programmes and stabilisation of financial instruments); 
 d. the authority hereby conferred shall expire at the conclusion of the Annual 
    General Meeting of the Company to be held in 2021 or, if earlier, on the 
    expiry of 15 months from the date of the passing of this resolution unless 
    such authority is renewed prior to such time; and 
 e. the Company may make a contract to purchase Shares under this authority 
    before the expiry of such authority which will or may be executed wholly or 
    partly after the expiration of such authority, and may make a purchase of 
    Shares in pursuance of any such contract. 
 
GENERAL MEETINGS 
 
16.    THAT the Directors be authorised to call general meetings (other than 
the Annual General Meeting of the Company) on not less that 14 clear days' 
notice, such authority to expire on the conclusion of the next Annual General 
Meeting of the Company, or, if earlier, on the expiry 15 months from the date 
of the passing of the resolution. 
 
By order of the Board                                          Registered Office: 
 
                                                                  One Wood Street 
 
Frostrow Capital LLP                                              London EC2V 7WS 
 
Company Secretary 
 
3 June 2020 
 
NOTES 
 
 1. Members are entitled to appoint a proxy to exercise all or any of their 
    rights to attend and to speak and vote on their behalf at the meeting. A 
    shareholder may appoint more than one proxy in relation to the meeting 
    provided that each proxy is appointed to exercise the rights attached to a 
    different share or shares held by that shareholder. A proxy need not be a 
    shareholder of the Company. 
 2. A vote withheld is not a vote in law, which means that the vote will not be 
    counted in the calculation of votes for or against the resolutions. If no 
    voting indication is given, a proxy may vote or abstain from voting at his/ 
    her discretion. A proxy may vote (or abstain from voting) as he or she 
    thinks fit in relation to any other matter which is put before the meeting. 
 3. This year, hard copy forms of proxy have not been included with this 
    notice. Members can vote by: logging onto www.signalshares.com and 
    following instructions; requesting a hard copy form of proxy directly from 
    the registrars, Link Asset Services at enquiries@linkgroup.co.uk or in the 
    case of CREST members, utilising the CREST electronic proxy appointment 
    service in accordance with the procedures set out below. To be valid any 
    proxy form or other instrument appointing a proxy must be completed and 
    signed and received by post or (during normal business hours only) by hand 
    at Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF no 
    later than 12 noon Tuesday, 7 July 2020. 
 4. In the case of a member which is a company, the instrument appointing a 
    proxy must be executed under its seal or signed on its behalf by a duly 
    authorised officer or attorney or other person authorised to sign. Any 
    power of attorney or other authority under which the instrument is signed 
    (or a certified copy of it) must be included with the instrument. 
 5. The return of a completed proxy form, other such instrument or any CREST 
    Proxy Instruction (as described below) will not prevent a shareholder 
    attending the meeting and voting in person if he/she wishes to do so. 
 6. Any person to whom this notice is sent who is a person nominated under 
    section 146 of the Companies Act 2006 to enjoy information rights (a 
    "Nominated Person") may, under an agreement between him/her and the 
    shareholder by whom he/she was nominated, have a right to be appointed (or 
    have someone else appointed) as a proxy for the meeting. If a Nominated 
    Person has no such proxy appointment right or does not wish to exercise it, 
    he/she may, under any such agreement, have a right to give instructions to 
    the shareholder as to the exercise of voting rights. 
 7. The statement of the rights of shareholders in relation to the appointment 
    of proxies in paragraphs 1 and 3 above does not apply to Nominated Persons. 
    The rights described in these paragraphs can only be exercised by 
    shareholders of the Company. 
 8. Pursuant to regulation 41 of the Uncertificated Securities Regulations 
    2001, only shareholders registered on the register of members of the 
    Company (the "Register of Members") at the close of business on Tuesday, 7 
    July 2020 (or, in the event of any adjournment, on the date which is two 
    days before the time of the adjourned meeting) will be entitled to attend 
    and vote or be represented at the meeting in respect of shares registered 
    in their name at that time. Changes to the Register of Members after that 
    time will be disregarded in determining the rights of any person to attend 
    and vote at the meeting. 
 9. As at 2 June 2020 (being the last business day prior to the publication of 
    this notice) the Company's issued share capital consists of 56,786,278 
    ordinary shares, carrying one vote each. Therefore, the total voting rights 
    in the Company as at 2 June 2020 are 56,786,278. 
10. CREST members who wish to appoint a proxy or proxies through the CREST 
    electronic proxy appointment service may do so by using the procedures 
    described in the CREST Manual. CREST Personal Members or other CREST 
    sponsored members, and those CREST members who have appointed a service 
    provider(s), should refer to their CREST sponsor or voting service provider 
    (s), who will be able to take the appropriate action on their behalf. 
11. In order for a proxy appointment or instruction made using the CREST 
    service to be valid, the appropriate CREST message (a "CREST Proxy 
    Instruction") must be properly authenticated in accordance with the 
    specifications of Euroclear UK and Ireland Limited ("CRESTCo"), and must 
    contain the information required for such instruction, as described in the 
    CREST Manual. The message, regardless of whether it constitutes the 
    appointment of a proxy or is an amendment to the instruction given to a 
    previously appointed proxy must, in order to be valid, be transmitted so as 
    to be received by the issuer's agent (ID RA10) no later than 48 hours 
    before the time appointed for holding the meeting. For this purpose, the 
    time of receipt will be taken to be the time (as determined by the 
    timestamp applied to the message by the CREST Application Host) from which 
    the issuer's agent is able to retrieve the message by enquiry to CREST in 
    the manner prescribed by CREST. After this time any change of instructions 
    to proxies appointed through CREST should be communicated to the appointee 
    through other means. 
12. CREST members and, where applicable, their CREST sponsors, or voting 
    service providers should note that CRESTCo does not make available special 
    procedures in CREST for any particular message. Normal system timings and 
    limitations will, therefore, apply in relation to the input of CREST Proxy 
    Instructions. It is the responsibility of the CREST member concerned to 
    take (or, if the CREST member is a CREST personal member, or sponsored 
    member, or has appointed a voting service provider, to procure that his 
    CREST sponsor or voting service provider(s) take(s)) such action as shall 
    be necessary to ensure that a message is transmitted by means of the CREST 
    system by any particular time. In this connection, CREST members and, where 
    applicable, their CREST sponsors or voting system providers are referred, 
    in particular, to those sections of the CREST Manual concerning practical 
    limitations of the CREST system and timings. 
13. The Company may treat as invalid a CREST Proxy Instruction in the 
    circumstances set out in Regulation 35(5)(a) of the Uncertificated 
    Securities Regulations 2001. 
14. In the case of joint holders, where more than one of the joint holders 
    purports to appoint a proxy, only the appointment submitted by the most 
    senior holder will be accepted. Seniority is determined by the order in 
    which the names of the joint holders appear in the Register of Members in 
    respect of the joint holding (the first named being the most senior). 
15. Members who wish to change their proxy instructions should submit a new 
    proxy appointment using the methods set out above. Note that the cut-off 
    time for receipt of proxy appointments (see above) also applies in relation 
    to amended instructions; any amended proxy appointment received after the 
    relevant cut-off time will be disregarded. 
16. Members who have appointed a proxy using the hard-copy proxy form and who 
    wish to change the instructions using another hard-copy form, should 
    contact Link Asset Services on 0871 664 0300 or +44 371 664 0300 if calling 
    from outside the United Kingdom. Calls cost 12p per minute plus your phone 
    company's access charge. Calls outside the United Kingdom will be charged 
    at the applicable international rate. Lines are open 09.00 to 17.30 Monday 
    to Friday excluding public holidays in England and Wales. 
17. If a member submits more than one valid proxy appointment, the appointment 
    received last before the latest time for the receipt of proxies will take 
    precedence. 
18. In order to revoke a proxy instruction, members will need to inform the 
    Company. Members should send a signed hard copy notice clearly stating 
    their intention to revoke a proxy appointment to Link Asset Services, PXS1, 
    34 Beckenham Road, Beckenham, Kent BR3 4ZF. 
 
In the case of a member which is a company, the revocation notice must be 
executed under its common seal or signed on its behalf by an officer of the 
company or an attorney for the company. Any power of attorney or any other 
authority under which the revocation notice is signed (or a duly certified copy 
of such power of attorney) must be included with the revocation notice. If a 
member attempts to revoke their proxy appointment but the revocation is 
received after the time for receipt of proxy appointments (see above) then, 
subject to paragraph 4, the proxy appointment will remain valid. 
 
Further Information/EXPLANATORY NOTES TO THE RESOLUTIONS 
 
Resolution 1 - To receive the Annual Report and Accounts 
 
The Annual Report and Accounts for the year ended 31 March 2020 will be 
presented to the Annual General Meeting (AGM). These accounts accompany this 
Notice of Meeting. 
 
Resolutions 2 to 6 - Re-election and election of Directors 
 
Resolutions 3 to 9 deal with the re-election and election of each Director. 
 
The Board has confirmed, following a performance review, that the Directors 
standing for re-election and election continue to perform effectively. 
 
Resolution 9 - Re-appointment of Auditors and the determination of their 
remuneration 
 
Resolution 10 relates to the re-appointment of PricewaterhouseCoopers LLP as 
the Company's independent Auditors to hold office until the next AGM of the 
Company and also authorises the Audit Committee to set their remuneration. 
 
Resolutions 10 and 11 - Remuneration Report and Remuneration Policy 
 
The Directors' Remuneration Report and them Directors' Remuneration Policy are 
set out in the Governance section of the Annual Report. 
 
Resolutions 12, 13 and 14 - Issue of Shares 
 
Ordinary Resolution 12 in the Notice of AGM will renew the authority to allot 
the unissued share capital up to an aggregate nominal amount of GBP1,419,656 
(equivalent to 5,678,627 shares, or 10% of the Company's existing issued share 
capital on 3 June 2020, being the nearest practicable date prior to the signing 
of this Report (or if changed, the number representing 10% of the issued share 
capital of the Company at the date at which the resolution is passed). Such 
authority will expire on the date of the next AGM or after a period of 15 
months from the date of the passing of the resolution, whichever is earlier. 
This means that the authority will have to be renewed at the next AGM. 
 
When shares are to be allotted for cash, Section 551 of the Companies Act 2006 
(the "Act") provides that existing shareholders have pre-emption rights and 
that the new shares must be offered first to such shareholders in proportion to 
their existing holding of shares. However, shareholders can, by special 
resolution, authorise the Directors to allot shares otherwise than by a pro 
rata issue to existing shareholders. Special Resolution 13 will, if passed, 
give the Directors power to allot for cash equity securities up to 10% of the 
Company's existing share capital on 2 June 2020 (or if changed, the number 
representing 10% of the issued share capital of the Company at the date at 
which the resolution is passed), as if Section 551 of the Act does not apply. 
This is the same nominal amount of share capital which the Directors are 
seeking the authority to allot pursuant to Resolution 12. This authority will 
also expire on the date of the next Annual General Meeting or after a period of 
15 months, whichever is earlier. This authority will not be used in connection 
with a rights issue by the Company. 
 
Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 
2003 (as amended) (the "Treasury Share Regulations") the Company is permitted 
to buy-back and hold shares in treasury and then sell them at a later date for 
cash, rather than cancelling them. The Treasury Share Regulations require such 
sale to be on a pre-emptive, pro rata, basis to existing shareholders unless 
shareholders agree by special resolution to disapply such pre-emption rights. 
Accordingly, in addition to giving the Directors power to allot unissued share 
capital on a non pre-emptive basis pursuant to Resolution 13, Resolution 14, if 
passed, will give the Directors authority to sell shares held in treasury on a 
non pre-emptive basis. No dividends may be paid on any shares held in treasury 
and no voting rights will attach to such shares. The benefit of the ability to 
hold treasury shares is that such shares may be resold. This should give the 
Company greater flexibility in managing its share capital, and improve 
liquidity in its shares. It is the intention of the Board that any re-sale of 
treasury shares would only take place at a narrower discount to the net asset 
value per share than that at which they had been bought into treasury, and in 
any event at a discount no greater than 5% to the prevailing diluted cum income 
net asset value per share, and this is reflected in the text of Resolution 14. 
It is also the intention of the Board that sales from treasury would only take 
place when the Board believes that to do so would assist in the provision of 
liquidity to the market. The number of treasury shares which may be sold 
pursuant to this authority is limited to 10% of the Company's existing share 
capital on 3 June 2020 (or if changed, the number representing 10% of the 
issued share capital of the Company at the date at which the resolution is 
passed) (reduced by any equity securities allotted for cash on a non-pro rata 
basis pursuant to Resolution 13, as described above). This authority will also 
expire on the date of the next Annual General Meeting or after a period of 15 
months, whichever is earlier. 
 
The Directors intend to use the authority given by Resolutions 12, 13 and 14 to 
allot shares and disapply pre-emption rights only in circumstances where this 
will be clearly beneficial to shareholders as a whole. The issue proceeds would 
be available for investment in line with the Company's investment policy. No 
issue of shares will be made which would effectively alter the control of the 
Company without the prior approval of shareholders in general meeting. 
 
New Shares will only be issued at a premium to the Company's Cum income net 
asset value per share at the time of issue. 
 
Resolution 15 - Share Repurchases 
 
The Directors wish to renew the authority given by shareholders at the previous 
AGM. The principal aim of a share buy-back facility is to enhance shareholder 
value by acquiring shares at a discount to net asset value, as and when the 
Directors consider this to be appropriate. The purchase of Shares, when they 
are trading at a discount to net asset value per share should result in an 
increase in the net asset value per share for the remaining shareholders. This 
authority, if conferred, will only be exercised if to do so would result in an 
increase in the net asset value per share for the remaining shareholders and if 
it is in the best interests of shareholders generally. Any purchase of shares 
will be made within guidelines established from time to time by the Board. It 
is proposed to seek shareholder authority to renew this facility for another 
year at the AGM. 
 
Under the current Listing Rules, the maximum price that may be paid on the 
exercise of this authority must not exceed the higher of (i) 105% of the 
average of the middle market quotations for the shares over the five business 
days immediately preceding the date of purchase and (ii) the higher of the last 
independent trade and the highest current independent bid on the trading venue 
where the purchase is carried out. The minimum price which may be paid is 25p 
per Share. Existing shares which are purchased under this authority will either 
be cancelled or held as Treasury Shares. 
 
Special Resolution 15 in the Notice of AGM will renew the authority to purchase 
in the market a maximum of 14.99% of Ordinary Shares in issue as at the date of 
the passing of the resolution. Such authority will expire on the date of the 
next AGM or after a period of 15 months from the date of passing of the 
resolution, whichever is earlier. This means in effect that the authority will 
have to be renewed at the next AGM or earlier if the authority has been 
exhausted. 
 
Resolution 16 - General Meetings 
 
Special Resolution 16 seeks shareholder approval for the Company to hold 
General Meetings (other than the AGM) at 14 clear days' notice. The Board 
confirms that the shorter notice period would only be used where it was merited 
by the purpose of the meeting. 
 
Recommendation 
 
The Board considers that the resolutions relating to the above items are in the 
best interests of shareholders as a whole. Accordingly, the Board unanimously 
recommends to the shareholders that they vote in favour of the above 
resolutions to be proposed at the forthcoming AGM as the Directors intend to do 
in respect of their own beneficial holdings totalling 51,390 shares. 
 
Further Information/REGULATORY DISCLOSURES (UNAUDITED) 
 
ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (AIFMD) DISCLOSURES 
 
INVESTMENT OBJECTIVE AND LEVERAGE 
 
A description of the investment strategy and objectives of the Company, the 
types of assets in which the Company may invest, the techniques it may employ, 
any applicable investment restrictions, the circumstances in which it may use 
leverage, the types and sources of leverage permitted and the associated risks, 
any restrictions on the use of leverage and the maximum level of leverage which 
the AIFM and Portfolio Manager are entitled to employ on behalf of the Company 
and the procedures by which the Company may change its investment strategy and/ 
or the investment policy can be found in the Business Review under the heading 
"Investment Strategy". 
 
The table below sets out the current maximum permitted limit and actual level 
of leverages for the Company: as a percentage of net assets 
 
                                                             Gross Method  Commitment Method 
 
Maximum level of leverage                                          140.0%             140.0% 
 
Actual level at 31 March 2020                                      113.3%             112.0% 
 
REMUNERATION OF AIFM STAFF 
 
Following completion of an assessment of the application of the proportionality 
principle to the FCA's AIFM Remuneration Code, the AIFM has disapplied the 
pay-out process rules with respect to it and any of its delegates. This is 
because the AIFM considers that it carries out non-complex activities and is 
operating on a small scale. 
 
Further disclosures required under the AIFM Rules can be found within the 
Investor Disclosure Document on the Company's website: www.worldwidewh.com. 
 
SECURITY FINANCING TRANSACTIONS DISCLOSURES 
 
As defined in Article 3 of Regulation (EU) 2015/2365, securities financing 
transactions (SFT) include repurchase transactions, securities or commodities 
lending and securities or commodities borrowing, buy-sell back transactions or 
sell-buy back transactions and margin lending transactions. Whilst the Company 
does not engage in such SFT's, it does engage in Total Return Swaps (TRS) 
therefore, in accordance with Article 13 of the Regulation, the Company's 
involvement in and exposure to Total Return Swaps for the accounting year ended 
31 March 2020 are detailed below. 
 
GLOBAL DATA 
 
Amount of assets engaged in TRS 
 
The following table represents the total value of assets engaged in TRS: 
 
                                                                         GBP'000     % of AUM 
 
TRS                                                                    (2,714)        (0.2) 
 
CONCENTRATION DATA 
 
Counterparties 
 
The following table provides details of the counterparties and their country of 
incorporation (based on gross volume of outstanding transactions with exposure 
on a gross basis) in respect of TRS as at the balance sheet date: 
 
                                                                      Country of 
 
                                                                   Incorporation        GBP'000 
 
Goldman Sachs                                                             U.S.A.       14,683 
 
JPMorgan                                                                  U.S.A.       26,886 
 
AGGREGATE TRANSACTION DATA 
 
Type, quality, maturity, tenor and currency of collateral 
 
No collateral was received by the Company in respect of TRS during the year to 
31 March 2019. The collateral provided by the Company to the above 
counterparties is set out below. 
 
Type                                        Currency     Maturity      Quality        GBP'000 
 
Cash                                             USD    less than          n/a       20,190 
 
                                                            1 day 
 
Maturity tenor of TRS 
 
The following table provides an analysis of the maturity tenor of open TRS 
positions (with exposure on a gross basis) as at the balance sheet date: 
 
                                                                                       TRS 
 
                                                                                     Value 
 
Maturity                                                                             GBP'000 
 
3 to 12 months                                                                      41,569 
 
Settlement and clearing 
 
OTC derivative transactions (including TRS) are entered into by the Company 
under an International Swaps and Derivatives Associations, Inc. Master 
Agreement ("ISDA Master Agreement"). An ISDA Master Agreement is a bilateral 
agreement between the Company and a counterparty that governs OTC derivative 
transactions (including TRS) entered into by the parties. All OTC derivative 
transactions entered under an ISDA Master Agreement are netted together for 
collateral purposes, therefore any collateral disclosures provided are in 
respect of all OTC derivative transactions entered into by the Company under 
the ISDA Master agreement, not just total return swaps. 
 
Safekeeping of collateral 
 
There was no non-cash collateral provided by the Company in respect of OTC 
derivatives (including TRS) with the counterparties noted above as at the 
statement of financial position date. 
 
Return and cost 
 
All returns from TRS transactions will accrue to the Company and are not 
subject to any returns sharing arrangements with the Company's AIFM, Portfolio 
Manager or any other third parties. Returns from those instruments are 
disclosed in Note 9 to the Company's financial statements. 
 
Frostrow Capital LLP, 
 
Company Secretary 
 
3 June 2020 
 
ANNOUNCEMENT ENDS 
 
 
 
END 
 

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