TIDMSDVP
RNS Number : 9276U
SDV 2025 ZDP PLC
28 November 2023
SDV 2025 ZDP plc
Half-Yearly Report
for the six months ended 31 October 2023
The Half-Yearly Report can be accessed via the Investment
Manager's website at www.chelvertonam.com or by contacting the
Company Secretary on 01245 398950.
This interim report should be read in conjunction with the
Half-Yearly report of Chelverton UK Dividend Trust PLC ('SDV').
COMPANY SUMMARY
SDVP investment objective & policy
The objective of SDVP is to provide the final capital
entitlement of the ZDP shares, of 133.18p per share, to the holders
of the ZDP shares at the redemption date of 30 April 2025. The
proceeds of the placing of the ZDP shares have been lent to SDV
under a contribution agreement and the funds are managed in
accordance with the investment policy of SDV, which is as follows
(as extracted from the Annual Report of SDV):
-- the Company will invest in equities in order to achieve its
investment objectives, which are to provide both income and capital
growth, predominantly through investment in mid and smaller
capitalised UK companies admitted to the Official List of the UK
Listing Authority and traded on the London Stock Exchange Main
Market, traded on AIM or traded on other qualifying UK
marketplaces.
-- the Company will not invest in preference shares, loan stock
or notes, convertible securities or fixed interest securities or
any similar securities convertible into shares; nor will it invest
in the securities of other investment trusts or in unquoted
companies. The Company may retain investments in companies which
cease to be listed after the initial investment was made, so long
as the total is non-material in the context for the overall
portfolio; however, the Company may not increase its exposure to
such investments .
SDVP has a capital structure comprising unlisted Ordinary shares
and ZDP shares listed on the Official List and traded on the London
Stock Exchange by way of a standard listing. SDVP is a wholly owned
subsidiary of SDV which is a closed-ended investment company. On 8
January 2018, 10,977,747 ZDP shares were converted from SDVP at
100p per share, and 1,802,336 ZDP shares were placed at 100p per
share and this raised a net total of GBP12.4 million. The expenses
of the placing were borne by SDV. On 11 April 2018, SDVP placed an
additional 1,419,917 ZDP shares at 103p per share and this raised a
net total of GBP1.4 million. On 10 May 2018, SDVP placed an
additional 100,000 ZDP shares at 104.5p per share and this raised a
net total of GBP0.1 million. On 15 May 2018, SDVP placed an
additional 200,000 ZDP shares at 104.25p per share and this raised
a net total of GBP0.2 million. The expenses of the placing were
borne by SDV.
A contribution agreement between SDV and SDVP has also been made
whereby SDV will undertake to contribute sufficient to ensure that
SDVP will have in aggregate sufficient assets on 30 April 2025 to
satisfy the final capital entitlement of the ZDP shares of 133.18p
per share, being GBP 19,311,100 in total. This assumes that the
parent company and the Company have sufficient assets as at 30
April 2025 to repay the ZDP shares. To this extent the Company is
reliant upon the investment performance of the parent company and
subject to the principal risks as set out in the Annual Report of
SDV.
To protect the interests of ZDP Shareholders, the contribution
agreement contains a restriction on the Group incurring any other
borrowings (other than short-term indebtedness in the normal course
of business, such as when settling share transactions) except where
such borrowings are for the purpose of paying the final capital
entitlement due to holders of ZDP shares.
Based on the value of the Group's assets as at 31 October 2023
they would have to fall at a rate of 57.89% per annum for the
Company to be unable to meet the full capital repayment
entitlements of the ZDP shares on the scheduled repayment date of
30 April 2025.
Change of Auditor
The Company's auditor, Hazlewoods LLP, resigned with effect from
31 October 2023 on the grounds that they have taken the decision to
no longer continue their registration as an auditor eligible to
undertake Public Interest Entity audits.
The Company's Audit Committee carried out a formal, competitive
tender process and, after careful consideration, recommended to the
Board the appointment of Johnston Carmichael LLP as the Company's
new auditors. This appointment was approved by the Board.
Johnston Carmichael LLP will carry out the audit of the
Company's annual report and accounts for the year ending 30 April
2024 and their appointment will be put to a vote of the
shareholders at the Company's next Annual General Meeting in
September 2024.
Registered in England No: 11031268
INTERIM MANAGEMENT REPORT
For details of the Group's activities, development and
performance during the six months ended 31 October 2023
Shareholders should refer to the Half-Yearly Report of SDV, which
can be found on the Investment Manager's website.
www.chelvertonam.com or is available for inspection at the NSM,
which is situated at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
David Horner
Chelverton Asset Management Limited
27 November 2023
PRINCIPAL RISKS
The principal risks facing the Company are substantially
unchanged since the date of the Annual Report for the year ended 30
April 2023 and continue to be as set out on pages 11 to 13 of SDV's
Annual Report for the year ended 30 April 2023.
In addition, and due to the Company's dependence on SDV to repay
the loan and provide a contribution to meet the capital entitlement
of the ZDP Shareholders, the other risks faced by the Company are
considered to be the same as for SDV. These are defined in note 21
of SDV's Annual Report for the year ended 30 April 2023 and include
the following: market risk, discount volatility, regulatory risks,
financial risk, political risk, global pandemics risk and risks
associated with accounting policies, gearing and the loss of key
personnel.
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF
THE HALF-YEARLY REPORT
We confirm that to the best of our knowledge:
-- the condensed set of financial statements has been prepared
in compliance with the IAS34 ' Interim Financial Reporting' and
gives a true and fair view of the assets, liabilities and financial
position of the Company; and
-- the interim management report and notes to the Half-Yearly
Report include a fair view of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being
an indication of the important events that have occurred during the
first six months of the financial year and their impact on the
condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that have materially
affected the financial position or performance of the Company
during that period; and any changes in the related party
transactions described in the last Annual Report that could do
so.
This Half-Yearly Report was approved by the Board of Directors
on 27 November 2023 and the above responsibility statement was
signed on its behalf by Howard Myles, Chairman.
STATEMENT OF COMPREHENSIVE INCOME (unaudited)
for the six months ended 31 October 2023
Six months ended 31 Year to 30 April
October 2023 2023 (audited)
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income - - - - - -
Provision for contribution from SDV
regarding the capital entitlement
of the ZDP shares - 354 354 - 680 680
------- ------- ------- ------- ------- -------
Return before finance costs and
taxation - 354 354 - 680 680
Appropriations in respect of ZDP
shares - (354) (354) - (680) (680)
------- ------- ------- ------- ------- -------
Net return after finance costs and
before taxation - - - - - -
Taxation - - - - - -
------- ------- ------- ------- ------- -------
Net return after taxation - - - - - -
------- ------- ------- ------- ------- -------
Return per ZDP share (see note 3) - 2.44p 2.44p - 4.69p 4.69p
------- ------- ------- ------- ------- -------
The total column of this statement is the Statement of
Comprehensive Income of the Company, prepared in accordance with
International Accounting Standards and in conformity with the
requirements of the Companies Act 2006. The supplementary revenue
and capital return columns are presented for information purposes
as recommended by the Statement of Recommended Practice issued by
the Association of Investment Companies ('AIC').
All items in the above statement derive from continuing
operations.
Statement of Changes in Net Equity
for the six months ended 31 October 2023
Share Capital Total
Period ended 31 October 2023 GBP'000 GBP'000
1 May 2023 13 13
Total comprehensive income for the -
period -
31 October 2023 13 13
------------- -------
Share Capital Total
Year ended 30 April 2023 (audited) GBP'000 GBP'000
1 May 2022 13 13
Total comprehensive income for the -
year -
30 April 2023 13 13
------------- -------
BALANCE SHEET (unaudited)
as at 31 October 2023
31 October 30 April
2023 2023
GBP'000 GBP'000
(audited)
Non-current assets
Loans and receivables 18,220 17,866
Current assets
Trade and other receivables 13 13
---------- ---------
Total assets 18,233 17,879
---------- ---------
Non-current liabilities
ZDP shares (18,220) (17,866)
---------- ---------
Net assets 13 13
---------- ---------
Represented by:
Share capital 13 13
---------- ---------
Equity Shareholders' funds 13 13
---------- ---------
Net asset value per ZDP share
(see note 4) 125.65p 123.22p
NOTES TO THE HALF-YEARLY REPORT
For the six months ended 31 October 2023
1. General information
The financial information contained in this Half-Yearly Report
does not constitute statutory financial statements as defined in
Section 434 of the Companies Act 2006. The statutory financial
statements for the year ended 30 April 2023, which contained an
unqualified auditors' report, have been lodged with the Registrar
of Companies and did not contain a statement required under the
Companies Act 2006. The financial statements of the Company have
been prepared in accordance with International Accounting Standards
and applicable requirements of UK company law and reflect the
following policies which have been adopted and applied
consistently.
The financial information of the Company for the period ended 31
October 2023 has also been consolidated into the results of SDV for
the six months ended 31 October 2023.
This Half-Yearly Report has not been reviewed by the Company's
Auditors.
This Half-Yearly Report has been prepared using accounting
policies set out in note 2 of the Company's audited financial
statements for the year ended 30 April 2023.
2. Taxation
There is no charge to United Kingdom income taxation as the
Company does not have any income. There are no deferred tax assets
in respect of unrelieved excess expenses as all expenses are borne
by SDV.
3. Return per ZDP share
The capital return per ZDP share is based on appropriations of
GBP354,000 (30 April 2023: GBP680,000) and on 14,500,000 (30 April
2023: 14,500,000) being the weighted average number of ZDP shares
in issue during the period.
4. Net asset value per ZDP share
The net asset value per ZDP share is based on the net assets
attributable of GBP18,220,000 (30 April 2023: GBP17,866,000) and on
14,500,000 (30 April 2023: 14,500,000) being the number of ZDP
shares in issue during the period.
5. Going concern
The Company will fulfil its investment objective through the
contribution agreement it has with SDV. The contribution from SDV
will provide the capital entitlement of the ZDP Shareholders. The
principal risk the Company faces, is therefore, that SDV would not
have sufficient assets to repay the loan and to make a contribution
to fulfil the amount of the capital entitlement due to the ZDP
Shareholders. Covenants are in place between SDV and the Company
that ensure that SDV will not undertake certain actions in relation
to both itself and the Company.
Due to the Company's dependence on SDV to repay the loan and
provide a contribution to meet the capital entitlement of the ZDP
Shareholders, other risks faced by the Company are considered to be
the same as for SDV and these are defined in note 21 of SDV's
Annual Report.
SDV has considerable financial resources and therefore the
Directors believe that the Company is well placed to manage its
business risks and also believe that SDV will have sufficient
resources to continue in operational existence for the foreseeable
future. Accordingly, they have prepared this Half-Yearly Report on
the going concern basis.
6. Related party transactions
Th ere were no related party transactions in the period.
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END
IR NKFBQKBDDODB
(END) Dow Jones Newswires
November 28, 2023 05:49 ET (10:49 GMT)
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