TIDMSIGC
RNS Number : 8303W
Sherborne Investors (Guernsey)C Ltd
20 April 2023
SHERBORNE INVESTORS (GUERNSEY) C LIMITED
Annual Report and Audited Consolidated Financial Statements
Company Summary
The Company Sherborne Investors (Guernsey) C Limited (the
"Company") is a Guernsey domiciled limited company and its shares
are admitted to trading on the London Stock Exchange Specialist
Fund Segment ("SFS"). The Company was incorporated on 25 May 2017.
The Company commenced dealings on the SFS on 12 July 2017.
Investment Objective To realise capital growth from investment
in a target company identified by the Investment Manager, with the
aim of generating a significant capital return for
Shareholders.
Investment Policy To invest, through its investment in SIGC, LP
(Incorporated) (the "Investment Partnership"), in a company which
is publicly quoted, which the Company considers to be undervalued
as a result of operational deficiencies and which it believes can
be rectified by the Investment Manager's active involvement,
thereby increasing the value of the investment. The Company will
only invest in one target company at a time.
Investment Manager Sherborne Investors (Guernsey) GP, LLC (the
"General Partner") and the Investment Partnership have appointed
Sherborne Investors Management (Guernsey) LLC (the "Investment
Manager") to provide investment management services to the
Investment Partnership.
For the year ended 31 December 2022
Chairman's Statement
I am pleased to present the Annual Report and Audited
Consolidated Financial Statements of the Company for the year from
1 January 2022 to 31 December 2022.
At 31 December 2022, the net asset value ("NAV") attributable to
shareholders of the Company was GBP529.3 million (2021: GBP576.6
million) or 75.62 pence per share (2021: 82.38 pence per share)
(see Note 8). As at 31 March 2023 the estimated (unaudited) NAV, as
reported, was 73.50 pence per share.
The Company co-invests in Navient Corporation ("Navient") with
other investors through Newbury Investors LLC ("Newbury"), which is
managed by an affiliate of the Investment Manager, Sherborne
Investors Management LP ("Sherborne Investors"). Newbury currently
owns 23% of the outstanding shares of Navient. The Company is
pursuing its investment strategy through its indirect shareholding
in Navient. Newbury has separately disclosed a 20.7% interest in
the outstanding shares of the Company. See Note 5 of the Notes to
the Consolidated Financial Statements.
For further information on Navient, including their strategy and
performance, please refer to their publicly available financial
statements and presentations available at www.sec.gov or Navient's
website at www.navient.com .
On 14 April 2022, Navient and Sherborne Investors entered into
an agreement that, among other things, provided for Navient to
nominate and recommend the election of Mr. Edward Bramson, a
partner in Sherborne Investors, to the board of directors of
Navient at Navient's Annual General Meeting of shareholders on 2
June 2022. Mr. Bramson was subsequently elected to Navient's board
of directors by shareholders at the Annual General Meeting on 2
June 2022.
During 2022 Navient paid dividends to shareholders totalling
$0.64 per share, of which the Group received its proportionate
share. During the year the Company commenced the payment of
dividends, initially with 0.5 pence per share being paid on 16
September 2022 to shareholders of record on 26 August 2022. I am
pleased to announce that the Company is declaring a further 0.5
pence per share dividend to be paid on 26 May 2023 to shareholders
of record on 5 May 2023, bringing the total dividends paid in
respect of 2022 to 1.0 pence per share.
On 26 May 2022, the Company announced that all resolutions
proposed at the 2022 AGM were passed with the necessary majority.
Two shareholders however voted against the Board's re-election and
one further shareholder withheld its vote against my re-election.
The Board has had productive engagement with these shareholders
and, as a result, has appointed two new directors who will improve
the Board's diversity and offer fresh perspectives. Further details
regarding the 2022 AGM vote can be found in the Corporate
Governance section.
Chris Legge will not be standing for re-election to the Board at
the forthcoming AGM and I would like to take this opportunity to
thank Chris for the valuable contribution which he has made to the
Company and for having been such a wonderful colleague.
On 1 February 2023 the Company welcomed the appointment of Helen
Sinclair and Linda Wilding to the board as non-executive directors.
We are very pleased that we were able to attract such highly
qualified individuals and look forward to working with them as
board colleagues. Further details of Helen and Linda can be found
in their biographies.
Details of Related Party Transactions are contained in Note 9 of
the Notes to the Consolidated Financial Statements.
We are grateful for your continued support and will keep you
informed of the status of our investment as it develops.
Board of Directors
Talmai Morgan (Chairman)
Appointed to the Board 25 May 2017
Mr Morgan has served as a non-executive director on the board of
14 publicly listed investment companies (including 3 FTSE 250
companies) since 2005. He is currently Chairman of Sherborne
Investors (Guernsey) C Limited. From 1999 to 2004, Mr Morgan worked
as a financial services regulator (Director of Fiduciary Services
and Enforcement at the Guernsey Financial Services Commission) and
was particularly involved in the activities of the Financial Action
Task Force and the Offshore Group of Banking Supervisors. Prior to
1999, Mr Morgan held positions at Barings and the Bank of Bermuda.
He qualified as a barrister in 1976 and holds an MA in Economics
and Law from the University of Cambridge.
Trevor Ash (Director)
Appointed to the Board 25 May 2017
Mr Ash has been a non-executive director of a number of
investment entities since 1999, including funds managed by
Rothschild, Insight, Cazenove, Merrill Lynch and Thames River
Capital. He was formerly Chairman of JPEL Private Equity Limited.
Prior to 1999, Mr Ash spent 27 years with the Rothschild Group in
various capacities, most recently as Managing Director of
Rothschild Asset Management (CI) Limited and as a non-executive
director of Rothschild Asset Management Limited in London. Mr Ash
is a fellow of the Chartered Institute for Securities &
Investment .
Christopher Legge (Audit Committee Chairman)
Appointed to the Board 25 May 2017
Mr Legge is a Chartered Accountant having started his career at
Pannell Kerr Forster (PKF), before moving to Ernst & Young in
1983, where he became a partner in 1986 and managing partner
Guernsey in 1998. Since leaving Ernst & Young in 2003 he has
taken on a number of non-executive directorships. He is currently
non-executive director of Multi-Manager Investment Programmes PCC
Limited and NB Distressed Debt Investment Fund Limited. Mr Legge is
an FCA and holds a BA (Hons) in Economics from the University of
Manchester. Mr Legge intends to step down from the Board at the
Company's next annual general meeting.
Ian Brindle (Director)
Appointed to the Board 25 May 2017
Mr Brindle was the Senior Partner of Price Waterhouse from 1991
to 1998 and Chairman of PricewaterhouseCoopers until 2001. Mr
Brindle was a member of the Accounting Standards Board between 1992
and 2001 and Deputy Chairman of the Financial Reporting Review
Panel between 2001 and 2008. Mr Brindle has served as a
non-executive director on a number of Boards including Electra
Private Equity PLC, F&C Asset Management PLC, Spirent
Communications PLC, Elementis PLC and 4 Imprint Group PLC.
Helen Sinclair (Director)
Appointed to the Board 1 February 2023
Ms Sinclair has a degree in Economics from Cambridge and an MBA
from INSEAD business school. She began her career in investment
banking and then moved into private equity investment at 3i. Prior
to her focus on non-executive director roles, Helen co-founded and
ran Matrix Private Equity (which became Mobeus Equity Partners
LLP). Helen has a thirty-year track record as an investor, board
member and board observer in a range of sectors. Helen is Chairman
of Octopus Future Generations VCT plc, and serves on the Boards of
WH Ireland plc, BlackRock Smaller Companies Trust plc, Shires
Income plc and North East Finance Ltd.
Linda Wilding (Director)
Appointed to the Board 1 February 2023
Ms Wilding has previously served as Chair and non-executive
director of various public and private equity backed companies for
over 20 years. After gaining a PhD in Biochemistry she joined EY
and trained as a Chartered Accountant. From the late 1980s she
spent over a decade at Mercury Asset Management as a fund manager
in their private equity division. She is currently also on the
Boards of BCPT plc, a real estate investment trust and Wesleyan
Assurance Society, a specialist financial services mutual.
Directors' Report (including the Strategic Report)
The Directors present their annual report on the affairs of
Sherborne Investors (Guernsey) C Limited and its subsidiaries
(together, the "Group"), together with the audited consolidated
financial statements, for the year ended 31 December 2022.
Principal activities and investing policy
The Company is a Guernsey domiciled company incorporated on 25
May 2017 with limited liability. The Company's shares were admitted
to trading on the SFS on 12 July 2017.
SIGC Midco Limited, a wholly-owned subsidiary of the Company,
was dissolved in early 2023, and therefore the Company is now a
limited partner in the Investment Partnership, a limited
partnership registered in Guernsey on 24 May 2017. The Company aims
to provide investors with capital growth through its investment in
the Investment Partnership, to which it has committed
GBP700,000,000.
The Company's investment policy, which it will effect indirectly
through its investment in the Investment Partnership, is to invest
in a company which is publicly quoted, and which the Investment
Manager considers to be undervalued as a result of operational
deficiencies and which it believes can be rectified by the
Investment Manager's active involvement, thereby increasing the
value of the investment (a "Turnaround"). Accordingly, the
investment will not be passive. The Company's investment may be
made on-market or off-market.
The Company may invest, through the Investment Partnership, in a
company operating in any economic sector but will only be invested
in one company at a time. Thus, it will not seek to reduce risk
through diversification. The choice of target company will be
subject to a vote in the affirmative of a majority in interest of
the limited partners of the Investment Partnership, in effect
giving the Board a veto on such decision since the Company owns,
and is currently expected to continue to own, more than 50% of the
interests in the Investment Partnership.
The investment in a target company is intended to be in shares,
but could also be in warrants, convertibles, derivatives and any
other equity, debt or other securities.
Depending on the size of the investment, all or part of the
Company's assets will be invested in the Selected Target Company
("STC"), through the Investment Partnership, less the minimum
capital requirements. The investment objective and investment
policy of the Investment Partnership are the same as those of the
Company. In selecting the STC, the Investment Manager will consider
the relevant ESG aspects of the STC and will seek to positively
influence the relevant policies and performance of the STC through
its active involvement in seeking to effect a turnaround.
The holding period for investments is neither fixed nor
predictable, but the Company expects that a typical holding period
would be greater than one year. The average holding period of the
four completed UK Turnarounds in companies with which the
Investment Manager's key personnel have been involved is 28 months;
however, this should not be taken as being indicative of the
holding period to be adopted in effecting the Company's investment
policy.
The Investment Partnership may engage in hedging transactions to
protect the market value of its investment in any company in which
it is invested and may also engage in stock lending.
The Company and the Investment Partnership do not currently
intend to undertake borrowings but are permitted to do so. Any
borrowings undertaken by the Company and the Investment Partnership
will not, in aggregate, be greater than 30% of the Company's Gross
Assets as measured at the time that such borrowings are
incurred.
In the event that the Board considers it appropriate to amend
materially the investment objective or policy of the Company,
Shareholder approval to any such amendment will be sought. For
further details on the current investment refer to the Chairman's
Statement.
Risk Management
The Directors are responsible for supervising the overall
management of the Company, whilst the day-to-day management of the
Company's assets has been delegated to the Investment Manager.
Portfolio exposure has been limited by the guidelines which are
detailed within the Principal activities and investment policy
section of the annual report above. In its role as a third-party
fund administration services provider, Apex Fund and Corporate
Services (Guernsey) Limited produced an annual PERE SSAE 18 and
ISAE 3402 Type 2 Assurance Report on the internal control
procedures in place for the year ended 30 September 2022 and this
is subject to review by the Audit Committee and the Board.
The principal risks facing the Group and Company relate to the
Company's investment activities and these risks include the
following:
-- performance risk;
-- market risk;
-- relationship risk; and
-- operational risk.
An explanation of these principal risks and how they are managed
is set out below.
The Board can confirm that the principal risks of the Company,
including those which would threaten its business model, future
performance, solvency or liquidity, have been robustly assessed for
the year ended 31 December 2022.
-- Performance risk - The Board is responsible for approving the
Investment Manager's recommended investment in a STC and monitoring
the performance of the Investment Manager. An inappropriate
strategy or poor execution of strategy may lead to
underperformance. To manage that risk the Investment Manager will
typically have several potential target companies under review at
any one time in various stages of analysis. The Investment
Manager's recommendation of a STC includes an assessment of the
capital appreciation potential of the proposed investment, assuming
certain operating improvements and capital realignment are
successfully implemented. The Company intends that its holding in
the STC will be less than 30% of the outstanding shares if the STC
is a UK company, so that it is not required to make a bid for the
entire company. Accordingly, the Company will not control the STC.
The Investment Manager's involvement in the Turnaround of the STC
requires the support of other independent shareholders. The Board
receives regular updates of the Investment Partnership's ownership
interest in the STC and other information that impacts its
Turnaround strategy.
-- Market risk - Market risk arises from uncertainty about the
future operating performance and market response to the Company's
investment in the STC. The Company's investment approach is to
invest in only one company at a time. Such investment concentration
may subject the Company to greater market fluctuation and loss than
might result from a diversified investment portfolio. The market's
valuation of the STC is also subject to fluctuations in overall
market prices as well as fluctuations in the industry sectors in
which the STC operates. The Investment Manager does not typically
hedge against overall market or sector fluctuations. The Company
also may use a limited amount of short-term leverage to acquire a
portion of its ownership interest in the STC which will amplify the
results of the STC. In addition to interest and dividend income
received from the STC, the source of debt repayment could come from
the proceeds realised from the sale of a portion of the STC. The
Group's market risk is managed by the Investment Manager in
accordance with policies and procedures in place as disclosed in
the Group's prospectus.
-- Relationship risk - Neither the Company nor the Investment
Partnership has a physical presence (employees and/or premises).
The Company and Investment Partnership are heavily dependent on the
Investment Manager for the selection of an appropriate STC and for
the day-to-day management and operation of the STC's business and
the execution of its Turnaround.
-- Operational risk - Operational risk is reviewed by the Board
at each Board meeting. The Board also monitors the Group's
investment performance and activities since the last Board meeting
to ensure that the Investment Manager adheres to the agreed
investment policy and approved investment guidelines. Further, at
each Board meeting, the Board receives reports from the Company
Secretary and Administrator in respect of compliance matters and
duties performed by it on behalf of the Company.
Other risks faced by the Company are described in detail within
the Company's Offering Document and can be obtained at
www.sherborneinvestorsguernseyc.com .
Other risks faced by the STC are described in detail within the
STC's publicly available financial statements and can be obtained
at www.sec.gov or the STC's website at www.navient.com .
The Board have considered the Company's solvency and liquidity
risk and disclosure of this is made in Note 10 of the Consolidated
Financial Statements and in the Viability Statement below.
Viability Statement
In accordance with provision 31 Principle O of the UK Corporate
Governance Code 2018, the Directors have assessed the viability of
the Group and Company as at 31 December 2022. The Directors have
determined that the three year period to 31 December 2025 is the
maximum period over which to provide its viability statement in
order to keep in line with its investment strategy. The holding
period for the investment in the STC is neither fixed nor
predictable, but the Company expects that a holding period of 3-4
years would be sufficient to execute the Investment Manager's
turnaround strategy.
The Directors have identified the following factors as potential
contributors to ongoing viability:
-- The principal risks documented in the Directors' Report as set out above;
-- The liquidity of the Group's portfolio; and
-- The ongoing relevance of the Group's investment objective in the current environment.
At 31 March 2023 the Company (excluding NCI) had an estimated
(unaudited) NAV of GBP514.6 million. The Company, via the
Investment Partnership and other funds (the "Funds") , has
sufficient liquid assets to meet expected costs. Should additional
liquidity be required at the Funds level, shares could be sold and
the investment manager of the Funds has the full intent and ability
to provide the Group (via the Investment Partnership) with funds as
and if required.
Based on the foregoing, the Directors have a reasonable
expectation that the Group and Company will be able to continue in
operation and meet its obligations as and when they fall due over
the three year period to 31 December 2025.
Subsequent events
Details of events that have occurred after the date of the
Consolidated Statement of Financial Position are provided in Note
12 to the Consolidated Financial Statements.
Dividend policy
The Company's dividend policy, subject to the discretion of the
Directors who reserve the right to retain amounts for minimum
capital requirements, is to pay dividends to Shareholders following
receipt of any distributions from the Investment Partnership ,
subject always to compliance with the solvency test prescribed by
the Companies (Guernsey) Law, 2008, as amended (the "Companies
Law").
This will be dependent on the frequency with which the STC pays
dividends to its shareholders (of which the Investment Partnership
is an indirect holder) as well as the extent such dividends are
first required to be used to repay outstanding indebtedness and
meet the minimum working capital requirements.
Dividend
During the year the Company declared and paid dividends to
Shareholders as follows:
Period Dividend Announcement Ex div Record Paid date
end per share date date date
(GBP)
Ad hoc 0.005 18.08.2022 25.08.2022 26.08.2022 16.09.2022
The Company has declared a dividend of 0.5 pence per share,
payable on 26 May 2023 to shareholders on the register at 5 May
2023.
Business review
A review of the Company's business during the year and an
indication of likely future developments are contained in the
Chairman's Statement.
Capital
Details of the Company's capital are provided in Note 7 to the
Consolidated Financial Statements. All shares carry equal voting
rights.
Substantial interests
As at 31 December 2022 , the Company is aware of the following
material shareholdings:
Number of Ordinary % of issued
Shareholder Shares share capital
-------------------------------- ------------------- ---------------
Sherborne Investors Management
LP* 144,681,485 20.7
Invesco Limited 139,467,736 19.9
Columbia Threadneedle 129,298,511 18.5
Janus Henderson Group plc 73,267,400 10.5
Fidelity International Limited 70,000,000 10.0
*Shares are owned by Newbury Investors LLC, an indirect
subsidiary of SIGC LLC (formerly known as Whistle Investors III
LLC). Refer to Note 5 in the consolidated financial statements for
additional detail.
The Directors currently hold no shares in the Company (unchanged
from prior year).
Independent Auditor
A resolution to re-appoint the Auditors to the Company will be
proposed at the Annual General Meeting of the Company on 23 May
2023. Deloitte LLP have indicated their willingness to continue as
Auditors.
Directors' Remuneration Report
Remuneration Policy & Components
The Board endeavours to ensure the Remuneration Policy reflects
and supports the Company's strategic aims and objectives throughout
the period under review. It has been agreed that, due to the small
size and structure of the Company, a separate Remuneration
Committee would be inefficient; therefore, the Board is responsible
for discussions regarding remuneration. No external remuneration
consultants were appointed during the period under review.
The remuneration for the Directors has not changed since
incorporation and, as such, there is no annual percentage
change.
As per the Company's Articles of Incorporation ("Articles"), all
Directors are entitled to such remuneration as is stated in the
Company's Prospectus or as the Company may by ordinary resolution
determine; the aggregate overall limit is currently set at
GBP250,000. Subject to this limit, it is the Company's policy to
determine the level of Directors' fees, having regard for the level
of fees payable to non-executive Directors in the industry
generally, the role that individual Directors fulfil in respect of
responsibilities related to the Board and Audit Committee and the
time dedicated by each Director to the Company's affairs. Base fees
are set out below.
Base Fees and Fees Received 2022 Actual Base fee
GBP GBP
--------------------------------------- ------------ ---------
Chairman (Talmai Morgan) 50,000 50,000
Audit Committee Chairman (Christopher
Legge) 40,000 40,000
Non-Executive Director (Trevor Ash) 35,000 35,000
Non-Executive Director (Ian Brindle) 35,000 35,000
--------------------------------------- ------------ ---------
Total 160,000 160,000
--------------------------------------- ------------ ---------
Two new directors were appointed on 1 February 2023.
Remuneration for both Linda Wilding and Helen Sinclair is GBP35,000
per annum. Linda Wilding will be appointed as Audit Committee Chair
when Chris Legge resigns after the Annual General Meeting at which
point her remuneration will increase to GBP40,000.
As outlined in the Articles, the Directors may also be paid for
all reasonable travelling, hotel and other out-of-pocket expenses
properly incurred in the attendance of Board or Committee meetings,
General meetings, or meetings with shareholders of the Company or
otherwise in the discharge of their duties; and all reasonable
expenses properly incurred by them seeking independent professional
advice on any matter that concerns them in the furtherance of their
duties as Directors of the Company, such expenses having been
immaterial during 2022.
No Director has any entitlement to pensions, paid bonuses or
performance fees, been granted share options or has been invited to
participate in long-term incentive plans. No loans have been
extended to a Director by the Company and neither have any loans to
a Director been guaranteed by the Company.
None of the Directors have a service contract with the Company.
Each of the Directors has entered into a letter of appointment with
the Company, were subject to election at the first Annual General
Meeting ("AGM"), or as determined in line with the Company's
Articles, and re-election at subsequent AGMs in accordance with the
Company's Articles and all due regulations and provisions. The
Directors do not have any interests in contractual arrangements
with the Company or its investment during the year under review, or
subsequently. Each appointment can be terminated in accordance with
the Company's Articles and without compensation. No notice period
is stated in the Articles and is terminable at will of both
parties.
Directors' and Officers' liability insurance cover is maintained
by the Company but is not considered a benefit in kind nor does it
constitute part of the Directors' Remuneration. The Company's
Articles indemnify each Director, Secretary, agent and officer of
the Company, former or present, out of assets of the Company in
relation to charges, losses, liabilities, damages and expenses
incurred during the course of their duties, in so far as the law
allows and provided that such indemnity is not available in
circumstances of fraud, wilful misconduct or negligence.
Corporate Governance Report
As an unregulated, Guernsey incorporated company quoted on the
SFS, the Company is not required to comply with the UK Corporate
Governance Code 2018 or the GFSC Finance Sector Code of Corporate
Governance. The Directors, however, place great importance on
ensuring that high standards of corporate governance are
maintained. Accordingly, the Directors will take appropriate
measures to ensure that the Company operates with due consideration
to any codes of corporate governance that the Board deems
appropriate and may choose to operate in accordance with the UK
Corporate Governance Code 2018 and/or the GFSC Finance Sector Code
of Corporate Governance, in each case having regard to the
Company's size and nature of business. The Board perceives that
good corporate governance practice is necessary for delivering
sustainable value, enhancing business integrity and maintaining
shareholder confidence in the Company. To further these aims, the
Board has decided to voluntarily comply with the UK Corporate
Governance Code dated July 2018 (the "Code"), which sets out
guidance in the form of principles and provisions for companies to
follow good corporate governance practice. Further information on
the Code can be obtained from www.frc.org.uk .
Except as disclosed below and within the report, the Board is of
the view that the Company has complied with the principles and
provisions of the Code throughout the year ended 31 December 2022,
with the following exceptions:
- The Company has no Chief Executive, as envisaged by principle
G and provision 9 of the Code. See the Division of
Responsibilities;
- The Company has no internal audit function, as envisaged by
principle M and provision 25 of the UK Code. See the Audit, Risk
and Internal control section;
- The Company does not have a remuneration committee, as
required by principle Q and provision 32 of the UK Code. See the
Remuneration section below; and
- The Company does not have a Nomination Committee, as required
by principle J and provision 17 of the Code. See Board Appointments
Process below.
Key issues affecting the Company's corporate governance
responsibilities, how they are addressed by the Board and
application of the Code are presented below.
Board Leadership and Company Purpose
The Board is composed entirely of non-executive Directors, who
meet as required without the presence of the Investment Manager and
service providers to scrutinise the achievement of agreed goals and
objectives and monitor performance. Through the Audit Committee,
they are able to ascertain the integrity of financial information
and confirm that all financial controls and risk management systems
are robust. In addition, a non-executive Director may provide a
written statement outlining any concerns to the Chairman upon
resignation. See the statements on Board and Committee
responsibilities for further information.
Information and Support
Information Provided to the Board
Reports and papers of corporate governance matters, containing
relevant, concise and clear information, are provided to the Board
and Committees in a timely manner to enable review and
consideration prior to both scheduled and ad-hoc specific meetings.
Investment updates are provided verbally at scheduled and ad hoc
meetings. This ensures that Directors are capable of contributing
to, and validating, the development of Company strategy and
management. The regular reports also provide information that
enables scrutiny of the Company's Investment Manager and other
service providers' performance. When required, the Board has sought
further clarification of matters with the Investment Manager and
other service providers, both in terms of further reports and via
in-depth discussions, in order to make a more informed decision for
the Company. Should Directors raise concerns in relation to the
operation of the Board or the management of the Company, these
concerns are recorded in the Board minutes.
Information on Shareholders
The Directors place a great deal of importance on communication
with shareholders. The Investment Manager and Numis Securities
Limited (the "Broker") aim to meet with large shareholders at least
annually. The Board also receives reports from the Broker on
shareholder issues. The Annual Report and Audited Consolidated
Financial Statements are widely distributed to other parties who
have an interest in the Company's performance and are available on
the Company's website. The Chairman also meets with major
shareholders independently of the Investment Manager from time to
time.
All Directors are available for discussions with the
shareholders, in particular the Chairman and the Audit Committee
Chairman, at the AGM and as and when required.
Division of Responsibilities
The Chairman
Appointed to the position of Chairman of the Board on 25 May
2017, Mr Morgan is responsible for leading the Board in all areas,
including determination of strategy, organising the Board's
business and ensuring the effectiveness of the Board and individual
Directors. He also endeavours to produce an open culture of debate
within the Board. Mr Morgan is a non-executive Independent
Director.
The Chairman of the Board must be independent for the purposes
of Chapter 15 of the Listing Rules. Mr Morgan is considered
independent because he:
- has no current or historical employment with the Investment Manager;
- has not provided any professional advisory services to the Investment Manager; and
- has no current directorships in any other investment funds
managed by the Investment Manager.
There are no executive Directors appointed to the Board, no
employees and therefore there is no requirement for a Chief
Executive. The non-executive Directors are all independent and
their responsibilities are clearly defined within the Schedule of
Matters reserved to the Board. All day to day functions are
outsourced to external service providers.
The Board believes that its balance of skills, experience and
knowledge, provides for a sound base from which the interest of
investors will be served to a high standard. Due to the size and
structure of the Company, the appointment of a senior independent
director is not deemed appropriate.
Board and Committee Meeting Attendance
The Board met four times and the Audit Committee met three times
during the year. Individual attendance at Board and Audit Committee
meetings is set out below.
Board Audit Committee
-------------------- ------ ----------------
Talmai Morgan 4 N/A
Trevor Ash 3 2
Christopher Legge 4 3
Ian Brindle 4 3
Total Meetings for
Year 4 3
-------------------- ------ ----------------
Helen Sinclair and Linda Wilding were appointed subsequent to
the year end on 1 February 2023, and therefore did not attend any
meetings during the year.
The Board ensures that the Company's contracts of engagement
with the Investment Manager, Administrator and other service
providers are operating satisfactorily so as to ensure the safe and
accurate management and administration of the Company's affairs and
business and that they are competitive and reasonable for
Shareholders. Terms of Reference that contain a formal schedule of
matters reserved for the Board of Directors and its duly authorised
Committee for decision has been approved and can be reviewed at the
Company's registered office.
Management of the Investment Partnership is the responsibility
of the General Partner, which has delegated investment decisions
and day-to-day management of the Investment Partnership to the
Investment Manager under the terms of an Investment Management
Agreement. Through its majority interest in the Investment
Partnership, the Company and therefore the Board, has the ability
to approve proposed investments and to remove the General Partner.
The performance of the Investment Manager is subject to regular
review by the Board.
Other matters for the Board include review of the Company's
overall strategy and business plans; approval of the Company's
half-yearly and annual financial statements; review and approval of
any alteration to the Group's accounting policies or practices and
valuation of investments; approval of any alteration to the
Company's capital structure; approval of dividend policy;
appointments to the Board and constitution of Board Committees; and
performance review of key service providers.
Directors' Indemnity
The Company holds appropriate Directors' and Officers' Liability
Insurance cover in respect of any legal action taken against the
Board.
Conflicts of interest
Directors are required to disclose all actual and potential
conflicts of interest as they arise for approval by the Board, who
may impose restrictions or refuse to authorise conflicts. The
process of consideration and, if appropriate, approval will be
conducted only by those Directors with no material interest in the
matter being considered. The Board maintains a Conflicts of
Interest policy which is reviewed periodically and a Conflicts of
Interest Register which is reviewed by the Board at each quarterly
Board meeting.
Commitment
Chairman's Commitment
Prior to the Chairman's appointment, discussions were undertaken
to ensure the Chairman was sufficiently aware of the time needed
for his role and agreed to upon signature of his appointment
letter. Other significant commitments of the Chairman were
disclosed prior to appointment to the Board, and any changes
declared as and when they arise. These commitments, and their
subsequent impact, can be identified in his biography.
Non-executive Directors' Commitments
The terms and conditions of appointment for non-executive
Directors are outlined in their letters of appointment and are
available for inspection by any person at the Company's registered
office during normal business hours and at the AGM for fifteen
minutes prior to and during the meeting. As with the Chairman,
significant appointments are declared prior to appointment, any
changes reported as and when appropriate.
Development
The Board believes that the Company's Directors should develop
their skills and knowledge through participation at relevant
courses. The Chairman is responsible for reviewing and discussing
the training and development of each Director according to
identified needs. Upon appointment, all Directors participate in
discussions with the Chairman and other Directors to understand the
responsibilities of the Directors, in addition to the Company's
business and procedures.
The Company also provides regular opportunities for the
Directors to obtain a thorough understanding of the Company's
business by regularly meeting members of the senior management team
from the Investment Manager and other service providers, both in
person and by phone.
Company Secretary
Under the direction of the Chairman, the Company Secretary
facilitates the flow of information between the Board, Committees,
Investment Manager and other service providers' through the
development of comprehensive meeting packs, agendas and other
media.
Full access to the advice and services of the Company Secretary
is available to the Board; in turn, the Company Secretary is
responsible for advising on all governance matters through the
Chairman. The Articles and schedule of matters reserved for the
Board indicate the appointment and resignation of the Company
Secretary is an item reserved for the full Board. A review of the
performance of the Company Secretary is undertaken by the Board on
a regular basis.
Composition, succession and evaluation
Board Appointments Process
Appointment Process
There is currently no Nomination Committee for the Company as it
is deemed that the size, composition and structure of the Company
would mean the process would be inefficient and counter-productive.
When new Directors are appointed to the Company, an in-depth
recruitment process takes place. For the appointments of Linda
Wilding and Helen Sinclair in February 2023, Cornforth Consulting
were engaged to liaise with the Company in the process of the
appointments.
The Board has chosen not to adopt a definitive policy with
quantitative targets for board diversity. The Board believes that
the current mix of skills, experience, knowledge and age of the
Directors is appropriate to the requirements of the Company. In
accordance with the Code, any Director who has served on the Board
for longer than nine years will be subject to rigorous review to
ensure the need for progressive refreshing of the Board is complied
with.
Each Director is required to be elected by shareholders at the
first AGM following their initial appointment to the Board. The
Board recommends the on-going annual re-election of each Director
and supporting biographies, including length of service, are
disclosed in their biographies.
The Board consists of six non-executive members, with Chris
Legge intending to step down at the next AGM.
For the purposes of assessing compliance with the Code, the
Board considers the Directors are independent of the Investment
Manager and free from any business or other relationship that could
materially interfere with the exercise of their independent
judgment.
Evaluation
Board and Director Evaluation
Using a pre-determined template based on the Code's provisions
as a basis for review, the Board undertakes an internal evaluation
of its performance and that of the Audit Committee. This was last
completed in March 2022 with a positive outcome. Additionally, an
evaluation focusing on individual commitment, performance and
contribution of each Director is conducted. The Chairman will meet
with each Director to fully understand their views of the Company's
strengths and to identify potential weaknesses. If appropriate, new
members would be proposed to resolve the perceived issues, or a
resignation sought. Due to the size and structure of the Board the
evaluation of the Chairman of the Board and Audit Committee is
dealt with within the Board and Audit evaluations.
Given the Company's size and the structure of the Board, no
external facilitator or independent third party is used in the
performance evaluation.
Re-election and Board Tenure
The Board has considered the need for a policy regarding tenure
of office; however, the Board believes that any decisions regarding
tenure should consider the Company's investment objective and the
average length of seeking to achieve that, the need for continuity
and maintenance of knowledge and experience and to balance this
against the need to periodically refresh Board composition and have
a balance of skills, experience, age and length of service.
Statement on AGM 2022 Votes Against
On 26 May 2022, the Board of the Company announced that all
resolutions proposed at the 2022 AGM were passed with the necessary
majority. In accordance with the requirement of provision 4 of the
UK Corporate Governance Code 2018, the Company is providing the
following further update following the significant minority votes
against resolutions 3, 4, 5, and 6 for the re-elections of Mr T
Morgan (22.05%), Mr T Ash (19.10%), Mr C Legge (19.10%), and Mr I
Brindle (19.10%), respectively, at the AGM.
As previously noted, the Board has identified that the votes
against these resolutions relate principally to two shareholders
and one further shareholder withheld its vote on resolution 3. The
Board and the Investment Manager engaged with these shareholders,
both prior to and after the 2022 AGM, to understand their views. In
response, and as disclosed on 16 January 2023, the Board has
appointed two new non-executive directors, Helen Sinclair and Linda
Wilding, effective from 1 February 2023, to increase diversity and
offer fresh perspectives. The Company remains committed to
consultation with its shareholders and continues its policy of
maintaining an open dialogue.
The Board remains satisfied that the individual contributions of
each Director are, and will continue to be, important to the
Company's long term sustainable success. Accordingly, at the AGM of
the Company to be held on 23 May 2023, Helen Sinclair and Linda
Wilding will be proposed for election, and Talmai Morgan, Ian
Brindle and Trevor Ash will be proposed for re-election. Chris
Legge will retire from the Board at the AGM.
Audit, Risk and Internal Control
The Board has established an Audit Committee composed of Chris
Legge, Trevor Ash, Ian Brindle, Helen Sinclair and Linda Wilding,
each of whom are independent. Mr Legge is a Chartered Accountant
and is a previous partner of Ernst & Young, further information
is provided in his biography. Mr Legge will stand down as Audit
Committee Chairman and from the Audit Committee following the
Company's AGM on 23 May 2023, upon which Mrs Wilding will take over
as Chairman of the Audit Committee. The Chairman of the Board, is
not a member of the Audit Committee, in accordance with Provision
24 of the Code which states that the Chair of the Board shall not
be a member of the Audit Committee. The Committee, its membership
and its terms of reference, which can be found on the Company's
website, are kept under regular review by the Board.
The Audit Committee meets at least twice a year and is
responsible for ensuring that the financial performance of the
Company is properly reported on and monitored, including reviews of
the half-yearly and annual financial statements, results
announcements, internal control systems and procedures and
accounting policies.
The Audit Committee is intended to assist the Board in
discharging its responsibilities for the integrity of the Company's
financial statements, as well as aid the assessment of the
Company's internal control effectiveness and objectivity of
external auditors. Further information on the Committee's
responsibilities and the work of the Committee is given in the
Report of the Audit Committee.
The Board has reviewed the need for an internal audit function
and has decided that the systems and procedures employed by the
Administrator and Investment Manager, including their own internal
controls and procedures, provide sufficient assurance that a sound
system of risk management and internal control, which safeguards
shareholders' investment and the Group and Company's assets, is
maintained. An internal audit function specific to the Group is
therefore considered unnecessary.
The Audit Committee considers the scope and effectiveness of the
Company's external audit. The Company's Auditor, Deloitte LLP, may
also provide additional non-audit services to the Company, which in
the Audit Committee's opinion, will not compromise the independence
of Deloitte LLP's audit team. Further information is provided in
the Report of the Audit Committee.
The Directors' Responsibility Statement confirms that the
financial statements, prepared in accordance with the applicable
set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Group as a whole, whilst the Chairman's Statement includes a fair
view of the development and performance of the business and the
position of the Group.
Financial and Business Reporting
An explanation of the Directors' roles and responsibilities in
preparing the Annual Report and Audited Consolidated Financial
Statements for the year ended 31 December 2022 is provided in the
Directors' Report and Statement of Directors' Responsibilities.
Further information enabling shareholders to assess the
Company's performance, business model and strategy can be sourced
in the Chairman's Statement and the Directors' Report.
Going concern
The Consolidated Financial Statements have been prepared on the
going concern basis. The net current asset position at year end is
GBP4.8 million. The estimated (unaudited) net current asset
position as at 31 March 2023 is GBP3.2m. At 31 March 2023 the
Company had an estimated (unaudited) NAV of GBP514.6 million. The
Company, via the Funds, has sufficient liquid assets to meet
expected costs. The Investment Manager, affiliates of which are
also the investment manager of the Funds has the full intent and
ability to provide the Investment Partnership with funds as and if
required. Therefore, after making enquiries and based on the
sufficient cash reserves as at 31 December 2022, the Directors are
of the opinion that the Group has adequate resources to continue
its operational activities for the foreseeable future. The Board is
therefore of the opinion that the going concern basis should be
adopted in the preparation of the Consolidated Financial
Statements. Further detail can be found in the Viability
Statement.
Investment Manager
After careful consideration of the Investment Manager's
performance, primarily in terms of advice, managing the portfolio
and communicating effectively with shareholders, the Board agreed
that it would be in the best interests of the Company that the
Investment Manager continues on the current agreed contractual
terms.
The Investment Management Agreement will continue in force until
terminated: (i) upon the dissolution of the Investment Partnership;
(ii) by the Investment Manager, voluntarily, upon 180 days' prior
written notice to the Managing Partner and the Investment
Partnership; or (iii) automatically upon removal of the General
Partner.
Risk Management and Risk Control
The Board is required to annually review the effectiveness of
the Company's key internal controls such as financial, operational
and compliance controls and risk management. The Board has
documented the controls to be reviewed and will review their
effectiveness on an ongoing basis. The controls are designed to
ensure that the risk of failure to achieve business objectives is
managed rather than eliminated, and are intended to provide
reasonable, rather than absolute, assurance against material
misstatement or loss. Through regular meetings and meetings of the
Audit Committee, the Board seeks to maintain full and effective
control over all strategic, financial, regulatory and operational
issues.
The Board maintains an organisational and committee structure
with clearly defined lines of responsibility and delegation of
authorities. The Company's system of internal control includes
inter alia the overall control exercise, procedures for the
identification and evaluation of business risk, the control
procedures themselves and the review of these internal controls by
the Audit Committee on behalf of the Board. Each of these elements
that make up the Company's system of internal control is explained
in further detail as follows:
(i) Control environment
The Company is ultimately dependent upon the quality and
integrity of the staff and management of both its Investment
Manager and Administration and Company Secretarial service
provider. In each case, qualified and able individuals have been
selected at all levels. The staff of both the Investment Manager
and Administrator are aware of the internal controls relevant to
their activities and are also collectively accountable for the
operation of those controls. Appropriate segregation and delegation
of duties is in place. The Audit Committee undertakes a review of
the Company's financial controls on a regular basis.
In its role as a third-party fund administration services
provider, Apex Fund and Corporate Services (Guernsey) Limited
produced an annual PERE SSAE 18 and ISAE 3402 Type 2 Assurance
Report on the internal control procedures in place for the year
ended 30 September 2022 and this is subject to review by the Audit
Committee and the Board. The Directors acknowledge one exception on
controls relevant to the Group, however are comfortable that this
does not have a significant impact on the control environment.
During March 2022 the board performed a thorough evaluation of
the controls of the Investment Manager Administration and the
Company Secretarial service provider. No exceptions were noted
during the review.
(ii) Identification and evaluation of business risks
Another key business risk is the performance of the Company's
investment. This is managed by the Investment Manager, who
undertakes regular analysis and reporting of business risks in
relation to the STC, who then propose appropriate courses of action
to the Board for their review.
(iii) Key procedures
In addition to the above, the Board's key procedures involve a
comprehensive system for reporting financial results to the Board
regularly. A review of controls is conducted by the Audit Committee
annually, and a twice-yearly review of investment valuations by the
Board, including reports on the underlying investment
performance.
Due to the size and nature of the Company and the outsourcing of
key services to the Administrator and Investment Manager, the
Company does not have an internal audit function. It is the view of
the Board that the controls in relation to the operating,
accounting, compliance and IT risks performed robustly throughout
the year. In addition, all key procedures have been in full
compliance with the various policies and external regulations,
including:
-- Investment policy, as outlined in the IPO documentation
-- Personal Account Dealing
-- Whistleblowing Policy
-- Anti-Bribery Policy
-- Applicable Financial Conduct Authority Regulations
-- Treatment and handling of confidential information
-- Conflicts of interest
-- Compliance policies
-- Market Abuse Regulation
The Company has delegated the provision of all services to
external service providers whose work is overseen by the Board.
Each year a short questionnaire is circulated to all external
service providers requesting thorough details in regard to
controls, personnel and information technology, amongst others.
This is in order to provide additional detail when reviewing the
performance pursuant to their terms of engagement.
There were no protected disclosures made pursuant to the
whistleblowing policy of service providers in relation to the
Company, during the year ended 31 December 2022 (unchanged from
prior year).
In summary, the Board considers that the Company's existing
internal controls, coupled with the analysis of risks inherent in
the business models of the Company and its subsidiaries, continue
to provide appropriate tools for the Company to monitor, evaluate
and mitigate its risks.
Remuneration
There is currently no Remuneration Committee for the Company as
it is deemed that the size, composition and structure of the
Company would mean the process would be inefficient and
counter-productive.
Level and Components of Remuneration
Directors are paid in accordance with agreed principles covering
various functions. Further information can be sourced in the
Directors' Remuneration Report.
Procedures
The Company has a formal remuneration policy, outlined in the
Directors' Remuneration Report.
UK Companies Act, Section 172 Statement
Whilst directly applicable to UK domiciled companies, the
intention of the Code is that the below matters set out in section
172 of the UK Companies Act, 2006 are reported on by all listed
entities.
Under Section 172, directors have a duty to promote the success
of the Company for the benefit of its members as a whole and in
doing so have regard to the consequences of any decisions in the
long term, as well as having regard to the Company's stakeholders
amongst other considerations.
The importance of stakeholder considerations, particularly in
the context of decision-making, is taken into account at every
Board meeting. All discussions involve careful consideration of the
longer-term consequences of any decisions and their implications
for stakeholders.
The Board, in conjunction with the Investment Manager and
Broker, engages actively with Shareholders to understand their
views and to ensure their interests are taken into consideration
when determining the Company's strategic direction. Refer also to
the Information and Support Section above.
In the current year the Board and the Investment Manager engaged
with Shareholders both at the Annual General Meetings but also held
additional meetings with those shareholders who voted against or
withheld voting at the 2022 AGM.
Risk Management
In order to minimise the risk of failure to achieve business
objectives and promote the success of the Company, the Company and
the Board actively identifies, evaluates, manages and mitigates
risk as well as continually evolving the approach to risk
management. Further details in connection with Risk Management can
be found in the Directors Report and the Corporate Governance
Report.
People, Community and Environment
As an externally managed investment company, the Company has no
direct employees and minimal direct impact on the environment, nor
is it responsible for the emission of greenhouse gases. The
principal responsibility to shareholders is ensuring that the
portfolio is properly managed. The Investment Manager is
responsible for the management of the portfolio and engages with
the STC in relation to their corporate governance practices and
wider community responsibilities. For further details on their
corporate governance and social practices, refer to the Social
Responsibility page of the STC's website.
Anti-Bribery and Corruption
The Board acknowledges that the Company's international
operations may give rise to possible claims of bribery and
corruption. In consideration of The Bribery Act 2010, enacted in
the UK, at the date of this report the Board had conducted a review
of the perceived risks to the Company arising from bribery and
corruption to identify aspects of business which may be improved to
mitigate such risks. The Board has adopted a zero tolerance policy
towards bribery and has reiterated its commitment to carry out
business fairly, honestly and openly.
Criminal Finances Act
The Board has a zero tolerance commitment to preventing persons
associated with it from engaging in criminal facilitation of tax
evasion and will not work with any service provider who does not
demonstrate the same commitment. The Board has satisfied itself in
relation to its key service providers that they have reasonable
provisions in place to prevent the criminal facilitation of tax
evasion by their own staff or any associated persons.
UK Modern Slavery Act
The Board acknowledges the requirement to provide information
about human rights in accordance with the UK Modern Slavery Act.
The Board conducts the business of the Company ethically and with
integrity, and has a zero tolerance policy towards modern slavery
in all its forms. As the Company has no employees, all its
Directors are non-executive and all its functions are outsources,
there are no further disclosures to be made in respect of employees
and human rights.
Business Relationships
In order for the Company to succeed, it requires to develop and
maintain long term relationships with service providers for
services such as custodian, investment management, administration,
company secretarial, external audit, among others. The Company
values all of its service providers and engages with them on a
regular basis.
Business Conduct
The Company is committed to act responsibly and ensure that the
business operates in a responsible and effective manner and with
high standards in order to meet its objectives.
Shareholders
The Board place a great deal of importance on communication with
all shareholders and will endeavour to continue effective dialogue
with all shareholders. Further information in connection with
shareholder engagement can be found in the Corporate Governance
Report. Throughout 2023, the Board, both individually and
collectively, will continue to review and challenge how the Company
can continue to act in good faith to promote the success of the
Company for the benefit of its members in the decisions taken.
Report of the Audit Committee
The Board is supported by the Audit Committee, which is
comprised of five of the Directors , not including the Chairman of
the Board. This will drop to four members upon Chris Legge's
retirement on 23 May 2023. The Board has considered the composition
of the Committee and is satisfied that there are sufficient recent
relevant skills and experience, in particular with the Chairman of
the Audit Committee, Christopher Legge, having a background as a
Chartered Accountant. His successor, Linda Wilding, who will take
over as Chairman of the Audit Committee on 23 May 2023, also has a
background as a Chartered Accountant. The Board is also satisfied
that the Committee as a whole has competence relevant to the sector
in which the Company operates.
Role and Responsibilities
The primary role and responsibilities of the Audit Committee are
outlined in the Committee's Terms of Reference, available at the
registered office, including:
-- Monitoring the integrity of the financial statements of the
Company and any formal announcement relating to the Company's
financial performance, consideration of the viability statement and
reviewing significant financial reporting judgements contained
within said statements and announcements;
-- Reviewing the Company's internal financial controls, and the
Company's internal control and risk management systems;
-- Monitoring the need for an internal audit function annually;
-- Monitoring and reviewing the scope, independence, objectivity
and effectiveness of the external auditors, taking into
consideration relevant regulatory and professional
requirements;
-- Making recommendations to the Board in relation to the
appointment, re-appointment and removal of the external auditors
and approving their remuneration and terms of engagement, which in
turn can be placed to the shareholders for their approval at the
AGM;
-- Developing and implementing policy on the engagement of the
external auditor to supply non-audit services, taking into account
relevant ethical guidance regarding the provision of non-audit
services by the external auditors, and reporting to the Board,
identifying any matters in respect of which it considers that
action or improvement is needed and making recommendations as to
the steps to be taken;
-- Reviewing the arrangements in place to enable Directors and
staff of service providers to, in confidence, raise concerns about
possible improprieties in matters of financial reporting or other
matters insofar as they may affect the Company;
-- Providing advice to the Board on whether the annual financial
statements, taken as a whole, are fair, balanced and understandable
and provide the information necessary for shareholders to assess
the Company's performance, business model and strategy; and
-- Reporting to the Board on how the Committee discharged all
relevant responsibilities, undertaken by the Chairman at each Board
meeting.
Financial Reporting
The primary role of the Audit Committee in relation to the
financial reporting is to review with the Administrator, Investment
Manager and the Auditor the appropriateness of the Annual Report
and Audited Consolidated Financial Statements and Interim Condensed
Consolidated Financial Statements, concentrating on, amongst other
matters:
-- The quality and acceptability of accounting policies and practices;
-- The clarity of the disclosures and compliance with financial
reporting standards and relevant financial and governance reporting
requirements;
-- Material areas in which significant judgements have been
applied or there has been discussion with the Auditor;
-- Whether the Annual Report and Audited Consolidated Financial
Statements, taken as a whole, is fair, balanced and understandable
and provides the information necessary for the shareholders to
assess the Company's performance, business model and strategy;
and
-- Any correspondence from regulators in relation to the Company's financial reporting.
To aid its review, the Audit Committee considers reports from
the Administrator and Investment Manager and also reports from the
Auditor on the outcomes of their half-year review and annual audit.
The Audit Committee supports the Auditor in displaying the
necessary professional scepticism their role requires.
The Committee met three times during the year under review;
individual attendance of Directors is outlined in the Board and
Committee Meeting Attendance section. The main matters discussed at
those meetings were:
-- Review of auditor independence;
-- Review and approval of the annual audit plan of the external auditors;
-- Discussion and approval of the fee for the external audit;
-- Detailed review of the Half Year Report and Accounts and
Annual Report and Consolidated Financial Statements and
recommendation for approval by the Board;
-- Discussion of reports from the external auditors following
their interim review and annual audit;
-- Assessment of the effectiveness of the external audit process as described below;
-- Review of the Company's key risks and internal controls,
including valuation uncertainty as described below; and
-- Consideration of the UK Corporate Governance Code 2018,
Guidance on Audit Committees and other regulatory guidelines, and
the subsequent impact upon the Company.
The Committee has also reviewed and considered the
whistleblowing policies in place for the Investment Manager and
Administrator and is satisfied the relevant staff can raise
concerns in confidence about possible improprieties in matters of
financial reporting or other matters insofar as they may affect the
Company.
Annual General Meeting
The Audit Committee Chairman, or other members of the Audit
Committee appointed for the purpose, shall attend each AGM of the
Company, prepared to respond to any shareholder questions on the
Audit Committee's activities.
Internal Audit
The Audit Committee considers at least once a year whether or
not there is a need for an internal audit function. Currently, the
Audit committee does not consider there to be a need for an
internal audit function, given that there are no employees in the
Group and all outsourced functions are with parties /
administrators who have their own internal controls and procedures.
This is evidenced by the internal control reports provided by the
providers, which give sufficient assurance that a sound system of
internal control is maintained.
Significant Risks in Relation to the Financial Statements
Throughout the year, the Audit Committee identified a number of
significant issues and areas of key audit risks in respect of the
Annual Report and Audited Consolidated Financial Statements. The
Committee reviewed the external audit plan at an early stage and
concluded that the appropriate areas of audit risk relevant to the
Company had been identified and that suitable audit procedures had
been put in place to obtain reasonable assurance that the financial
statements as a whole would be free of material misstatements. The
below table sets out the key areas of risk identified and how the
Committee addressed the issues.
Significant Issue Actions to Address Issue
Valuation and ownership of investment The Audit Committee and Board
- focus upon one target company review detailed portfolio valuations
means that any errors in valuation, on a regular basis throughout
depending on their size, can the year under review, and receive
be highly material. A key risk confirmation from the Investment
is incorrect pricing used based Manager that the pricing basis
on requirement of IFRS taking is appropriate and in line with
into account the market for relevant accounting standards.
those shares.
At 31 December 2022, the Group's
investment consists solely of
a non-controlling interest in
SIGC LLC, which has received
unqualified audit opinions since
inception and measures its balance
sheet at fair value. The net
asset value of SIGC LLC, obtained
from the audited SIGC LLC financial
statements at year end, is used
as a proxy for fair value to
measure the fair value of the
Investment Partnership's investment
in SIGC LLC.
--------------------------------------
Auditor Tenure and Objectivity
The Company's Auditor , Deloitte LLP, has been appointed to act
pursuant to an Engagement Letter signed in August 2022 and has been
the Company's Auditor since inception in 2017. The Committee
reviews the Auditor's performance on a regular basis with a
detailed formal review conducted on an annual basis to ensure the
Company receives an optimal service. The re-appointment of the
Company's Auditor will be subject to annual shareholder approval at
the AGM. The Auditor is required to rotate the audit partner
regularly every five years. A new audit partner was appointed to
the Company during 2019. There are no contractual obligations
restricting the choice of external auditor and the Company will
consider putting the audit services contract out to tender at least
every ten years. In line with the Audit Committee's review of
auditor independence and audit partner rotation the tender of the
audit was considered during 2019, however it was the collective
view of the Audit Committee that they were satisfied with Deloitte
LLP's performance and therefore would recommend them for
re-appointment at the Company's Annual General Meeting. The
re-appointment of Deloitte was approved by the shareholders at the
AGM held on 26 May 2022.
Deloitte LLP regularly updates the Committee on the rotation of
audit partners, staff, level of fees in proportion to overall fee
income of the Company, details of any relationships between the
Auditor , the Company and any target company, and also provides
overall confirmation from the Auditor of their independence and
objectivity.
Prior to the implementation of the new Crown Dependency Audit
Rules 2020 for the period commencing 1 January 2021, Deloitte
ceased providing tax compliance services to the Company. No
non-audit services are provided by Deloitte LLP other than the
interim review which is a permissible non-audit service. See Note 2
of the consolidated financial statements which summarises fees
payable to Deloitte LLP.
The Audit Committee undertook a formal review of the external
auditor for the year ended 31 December 2022, with no issues
arising. As a result of their review, the Committee is satisfied
that Deloitte LLP is independent of the Company, the Investment
Manager and other service providers and recommends the continuing
appointment of the Auditor to the Board. There are currently no
plans for retendering the audit.
Conclusions in Respect of the Financial Statements
The production and the audit of the Company's Annual Report and
Audited Consolidated Financial Statements is a comprehensive
process requiring input from a number of different contributors. In
order to reach a conclusion on whether the Company's financial
statements are fair, balanced and understandable, the Board has
requested that the Committee advise on whether it considers that
the Annual Report and Financial Statements fulfils these
requirements. In outlining their advice, the Committee has
considered the following:
-- The comprehensive documentation that is in place outlining
the controls in place for the production of the Annual Report,
including the verification processes in place to confirm the
factual content;
-- The detailed reviews undertaken at various stages of the
production process by the Investment Manager, Administrator and the
Committee that are intended to ensure consistency and overall
balance; and
-- The controls enforced by the Investment Manager,
Administrator and other third party service providers to ensure
complete and accurate financial records and security of the
Company's assets.
As a result of the work performed during the year, the Audit
Committee has concluded it has acted in accordance with its Terms
of Reference and ensured the independence and objectivity of the
external Auditor. The Annual Report for the year ended 31 December
2022, taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the
Company's performance, business model and strategy, and has
reported on these findings to the Board. The Board's conclusions in
this respect are set out in the Statement of Directors'
Responsibilities.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report
and the Consolidated Financial Statements for each financial year
which give a true and fair view, in accordance with applicable laws
and regulations, of the state of affairs of the Company and of the
profit and loss of the Company for that year.
The Companies (Guernsey) Law, 2008 requires the directors to
prepare financial statements for each financial year. The financial
statements have been prepared in accordance with International
Financial Reporting Standards ("IFRS") as adopted by the European
Union. In preparing these financial statements, International
Accounting Standard 1 ("IAS1") requires that directors:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the Group's financial position and financial
performance; and
-- make an assessment of the Group's ability to continue as a going concern.
The Directors confirm that they have complied with the above
requirements in preparing the Consolidated Financial Statements.
The Directors are responsible for keeping proper accounting records
that are sufficient to show and explain the Group'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 comply with the Companies (Guernsey) Law,
2008.
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 the maintenance and integrity of the corporate and
financial information included on the Company's website.
Legislation in Guernsey governing the preparation and dissemination
of financial statements may differ from legislation in other
jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with IFRS as
adopted in the European Union, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Group;
-- the Chairman's Statement, Directors' Report and Corporate
Governance Statement include a fair review of the development and
performance of the business and the position of the Group, together
with a description of the principal risks and uncertainties that
they face; and
-- the annual report and consolidated financial statements,
taken as a whole, are fair, balanced and understandable and provide
the information necessary for shareholders to assess the Company's
performance, business model and strategy.
In accordance with section 249 of the Companies (Guernsey) Law,
2008, each of the Directors confirms that, to the best of their
knowledge:
-- There is no relevant audit information of which the Company's Auditors are unaware; and
-- All Directors have taken the necessary steps that they ought
to have taken to make themselves aware of any relevant audit
information and to establish that the Auditor is aware of said
information.
Report on the audit of the financial statements
1. Opinion
In our opinion the financial statements of Sherborne Investors
(Guernsey) C Limited (the 'parent company') and its subsidiaries
(the 'Group'):
-- give a true and fair view of the state of the Group's affairs
as at 31 December 2022 and of its loss for the year then ended;
-- have been properly prepared in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European
Union;
-- have been prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.
We have audited the financial statements which comprise:
-- the Consolidated Statement of Comprehensive Income;
-- the Consolidated Statement of Financial Position;
-- the Consolidated Statement of Changes in Equity;
-- the Consolidated Statement of Cash Flows; and
-- the related notes 1 to 12.
The financial reporting framework that has been applied in their
preparation is applicable law and IFRSs as adopted by the European
Union.
2. Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
auditor's responsibilities for the audit of the financial
statements section of our report.
We are independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the Financial Reporting Council's
(the 'FRC's') Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We confirm that we have not
provided any non-audit services prohibited by the FRC's Ethical
Standard to the group or the parent company.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
3. Summary of our audit approach
Key audit matters
The key audit matter that we identified in the current year
was:
-- Valuation and ownership of investments at fair value through profit or loss.
Within this report, key audit matters are identified as
follows:
-- Newly identified
-- Increased level of risk
-- Similar level of risk
-- Decreased level of risk
Materiality
The materiality that we used for the Group financial statements
in the current year was GBP5,294,000 which was determined on the
basis of 1% of net asset value ("NAV").
Scoping
The response to the risk of material misstatement was performed
directly by the Group audit engagement team.
Significant changes in our approach
There were no significant changes to the audit approach in the
current year.
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the directors' assessment of the Group's and
parent company's ability to continue to adopt the going concern
basis of accounting included:
-- Evaluated management's going concern assessment and the
relevant disclosures in the financial statements including
assessing the current economic environment and the Group's
investment performance;
-- Evaluated the cash flow forecasts for reasonableness; and
-- Assessed the key assumption that the Company, via the
Investment Partnership and other underlying funds and whether there
is sufficient liquid assets to meet costs.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group's and parent company's ability to continue as a going concern
for a period of at least twelve months from when the financial
statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK
Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the directors' statement in the
financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our 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) that we identified. These matters included 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 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.
5.1 Valuation and ownership of investments at fair value through
profit or loss
Key audit matter description
The Group has a single Level 3 investment in SIGC LLC (formerly
Whistle Investors III LLC) as at 31 December 2022 of GBP524.7m
(2021: GBP575.6m).
Management have designated it as Level 3 in the fair value
hierarchy due to the attributed fair value being comprised of the
NAV of the entity. The material balances within this entity are its
investments which are designated as Level 3 investments, as such
not all inputs into the valuation of SIGC LLC are observable and
there may be judgement or estimation uncertainty within this
balance, and also the corresponding movement in unrealised gains or
losses.
Investments are the most quantitatively significant balance on
the consolidated statement of financial position and is an area of
focus as they drive the performance and net asset value of the
Group. Owing to the fact that key performance indicators and
performance based remuneration are based on the net asset value of
the Group we have determined there to be the potential for fraud
through possible manipulation of the balance, whether through
manipulation of the ownership holding or through the value
attributed to the holding.
Further details are included within the director's report, the
audit committee report, critical accounting estimates and
judgements note in note 1 to the financial statements.
How the scope of our audit responded to the key audit matter
In order to test the investments balance as at 31 December 2022
we performed the following procedures:
-- We obtained an understanding of relevant controls around the
reconciliation of investments held and the year-end valuation of
investments. This included obtaining an understanding of controls
of the administrator, Apex Fund and Corporate Services (Guernsey)
Limited;
-- We evaluated the ownership of SIGC LLC by agreeing the
ownership amount to the Limited Liability Company Agreement as
provided by the Managing Member of SIGC LLC;
-- We evaluated the recognition of SIGC LLC as an investment
that is held at fair value through profit or loss despite SIGC, LP
having a major shareholding;
-- We obtained the audited financial statements of SIGC LLC from
the investment manager and assessed whether the NAV materially
reflected that entity's fair value;
-- We assessed the correlation of the movement in the NAV of
SIGC LLC with the movement in the observable share price of the
underlying investment; and
-- We obtained confirmation from the auditors of SIGC LLC of the
procedures they performed on the material balances and any
reportable matters.
Key observations
Based on the work performed we conclude that the valuation and
ownership of the investment held at fair value through profit or
loss is appropriate.
6. Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the
financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality both in planning the scope of our
audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Group Materiality
GBP5,294,000 (2021: GBP5,804,000)
Basis for determining materiality
1% of the Group NAV (2021: 1% of the Group NAV)
Rationale for the benchmark applied
In determining the materiality, we considered what the most
important balances on which the users of the financial statements
would judge the performance of the Group. As the investment
objective of the Group is to invest in a Selected Target Company
("STC") by the investment manager and realise a return on the
growth in fair value of the investment, we consider the NAV of the
Group to be a key performance indicator for shareholders. We have
taken into account industry benchmarking and applied the same
benchmark of 1% as in prior year.
6.2 Performance materiality
We set performance materiality at a level lower than materiality
to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial
statements as a whole. Group performance materiality was set at 70%
of Group materiality for the 2022 audit (2021: 70%). In determining
performance materiality, we considered the quality of the control
environment including that present at the administrator, Apex Fund
and Corporate Services (Guernsey) Limited based on its ISAE 3402
report as well as our past experience of the audit, which has
indicated a low number of corrected and uncorrected misstatements
identified in prior periods.
6.3 Error reporting threshold
We agreed with the Audit Committee that we would report to the
Committee all audit differences in excess of GBP264,000 (2021:
GBP290,000), as well as differences below that threshold that, in
our view, warranted reporting on qualitative grounds. We also
report to the Audit Committee on disclosure matters that we
identified when assessing the overall presentation of the financial
statements.
7. An overview of the scope of our audit
7.1 Identification and scoping of components
Our Group audit was scoped by obtaining an understanding of the
Group and its environment, including Group-wide controls, and
assessing the risks of material misstatement at the Group level.
Balances were scoped in for testing based on our assessment of risk
of material misstatement.
Sherborne Investors (Guernsey) C Limited is a limited partner in
SIGC, LP ("the Investment Partnership"), holding a 99.98% capital
interest. The Investment Partnership holds the underlying
investment in the STC. We have audited both the Group and the
Investment Partnership and therefore the audit team have audited
the whole Group directly.
At the parent entity level we also tested the consolidation
process and carried out analytical procedures to confirm our
conclusion that there were no significant risks of material
misstatement of the aggregated financial information of the
remaining components not subject to audit or audit of specified
account balances.
The administrator maintains the books and records of the Group.
Our audit therefore included obtaining an understanding of this
service organisation (including obtaining and reviewing their
controls assurance report) and its relationship with the
entity.
7.2 Our consideration of the control environment
The accounting function for the Group is provided by Apex Fund
and Corporate Services (Guernsey) Limited ("Apex"). We have
obtained their ISAE 3402 Report for the period 1 October 2021 to 30
September 2022 which documents the suitability of design and
operating effectiveness of controls. We have reviewed the report
and extracted the controls relevant to the accounting functions
undertaken by Apex. As the reporting date of the Group is 31
December 2022, we have obtained a bridging letter from Apex
detailing that there have not been any material changes to the
internal control environment nor any material deficiencies in the
internal controls.
7.3 Our consideration of climate-related risks
As part of our audit, we made enquiries of the management to
understand the process they have adopted to assess the potential
impact of climate change on the financial statements. As disclosed
in the Corporate Governance Report, management considers that the
impact of climate change does not give rise to a material impact on
financial statements the Company has no direct employees and
minimal direct impact on the environment, with the Investment
Manager being responsible for the management of the portfolio
including discussions with the STC in relation to their corporate
governance practices and wider community responsibilities. We used
our knowledge of the Company to evaluate management's assessment.
We have also read the Annual Report to consider whether the
disclosures in relation to climate change made in the other
information within the Annual Report are materiality consistent
with the financial statements and our knowledge obtained in our
audit.
8. Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The directors are responsible for the
other information contained within the annual report.
Our opinion on the financial statements does not cover the other
information and we do not express any form of assurance conclusion
thereon.
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 course of the audit, or otherwise appears to be
materially misstated.
If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements
themselves. 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 in this regard.
9. Responsibilities of directors
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
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 Group'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 Group or to cease
operations, or have no realistic alternative but to do so.
10. Auditor's 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
auditor's 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 auditor's report.
11. Extent to which the audit was considered capable of
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below.
11.1 Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in
respect of irregularities, including fraud and non-compliance with
laws and regulations, we considered the following:
-- the nature of the industry and sector, control environment
and business performance including the design of the Group's
remuneration policies, key drivers for directors' remuneration,
bonus levels and performance targets;
-- results of our enquiries of management, the directors and the audit committee about their own identification and assessment of the risks of irregularities, including those that are specific to the Group's sector;
-- any matters we identified having obtained and reviewed the
Group's documentation of their policies and procedures relating
to:
o identifying, evaluating and complying with laws and
regulations and whether they were aware of any instances of
non-compliance;
o detecting and responding to the risks of fraud and whether
they have knowledge of any actual, suspected or alleged fraud;
o the internal controls established to mitigate risks of fraud
or non-compliance with laws and regulations;
-- the matters discussed among the audit engagement team and
relevant internal specialists, including financial instrument
specialists, regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities
and incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the following areas:
the valuation and ownership of investments at fair value through
profit or loss. In common with all audits under ISAs (UK), we are
also required to perform specific procedures to respond to the risk
of management override.
We also obtained an understanding of the legal and regulatory
framework that the Group operates in, focusing on provisions of
those laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the financial
statements. The key laws and regulations we considered in this
context included the Companies (Guernsey) Law, 2008 and the Listing
Rules.
In addition, we considered provisions of other laws and
regulations that do not have a direct effect on the financial
statements but compliance with which may be fundamental to the
Group's ability to operate or to avoid a material penalty
11.2 Audit response to risks identified
As a result of performing the above, we identified the valuation
and ownership of investments at fair value through profit or loss
as a key audit matter related to the potential risk of fraud. The
key audit matters section of our report explains the matter in more
detail and also describes the specific procedures we performed in
response to that key audit matter.
In addition to the above, our procedures to respond to risks
identified included the following:
-- reviewing the financial statement disclosures and testing to
supporting documentation to assess compliance with provisions of
relevant laws and regulations described as having a direct effect
on the financial statements;
-- enquiring of management and the audit committee concerning
actual and potential litigation and claims;
-- performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud;
-- reading minutes of meetings of those charged with governance; and
-- in addressing the risk of fraud through management override
of controls, testing the appropriateness of journal entries and
other adjustments; assessing whether the judgements made in making
accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members, including
internal specialists, and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the
audit.
Report on other legal and regulatory requirements
12. Corporate Governance Statement
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
-- the directors' statement with regards to the appropriateness
of adopting the going concern basis of accounting and any material
uncertainties identified;
-- the directors' explanation as to its assessment of the
Group's prospects, the period this assessment covers and why the
period is appropriate set out;
-- the directors' statement on fair, balances and understandable;
-- the board's confirmation that it has carried out a robust
assessment of the emerging and principal risks;
-- the section of the annual report that describes the review of
effectiveness of risk management and internal control systems;
and
-- the section describing the work of the audit committee.
13. Matters on which we are required to report by exception
13.1 Adequacy of explanations received and accounting records
Under the Companies (Guernsey) Law, 2008 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
-- proper accounting records have not been kept by the parent company; or
-- the financial statements are not in agreement with the accounting records.
We have nothing to report in respect of these matters.
14. Use of our report
This report is made solely to the company's members, as a body,
in accordance with Section 262 of the Companies (Guernsey) Law,
2008. Our audit work has been undertaken so that we might state to
the company's members those matters we are required to state to
them in an auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's
members as a body, for our audit work, for this report, or for the
opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure
Guidance and Transparency Rule (DTR) 4.1.14R, these financial
statements form part of the European Single Electronic Format
(ESEF) prepared Annual Financial Report filed on the National
Storage Mechanism of the UK FCA in accordance with the ESEF
Regulatory Technical Standard (('ESEF RTS'). This auditor's report
provides no assurance over whether the annual financial report has
been prepared using the single electronic format specified in the
ESEF RTS.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2022
1 January 2022 to 1 January 2021 to
31 December 2022 31 December 2021
Notes GBP GBP GBP GBP
--------------------------------- ------ ---------- --------------- ------------ --------------
Income 1(e)
Unrealised gain/(loss) on
financial assets at fair
value through profit or 1(d),
loss 5 (42,799,033) 162,293,243
Interest income 853 556
Total income/(loss) (42,798,180) 162,293,799
---------------------------------- ------ ---------- --------------- ------------ --------------
Expenses 1(f)
Management fees 9 4,329,768 2,912,321
Professional fees 342,753 163,261
Directors' fees 2,9 160,000 160,000
Administrative fees 141,574 131,355
Other fees 210,045 2,320
Foreign exchange gain (428,695) -
Total operating expenses 4,755,445 3,369,257
--------------------------------- ------ ---------- --------------- ------------ --------------
Comprehensive income/(loss) (47,553,625) 158,924,542
--------------------------------- ------ ---------- --------------- ------------ --------------
Comprehensive income/(loss)
attributable to:
Equity Shareholders (47,546,039) 158,891,816
Non-controlling interest
(NCI) 1(b) (7,586) 32,726
--------------------------------- ------ ---------- --------------- ------------ --------------
Weighted average number
of shares outstanding 4 700,000,000 700,000,000
Basic and diluted earnings
per share attributable to
shareholders (excluding
NCI) 4 (6.79)p 22.70p
--------------------------------- ------ ---------- --------------- ------------ --------------
All revenue and expenses are derived from continuing
operations.
The accompanying notes form an integral part of these
Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2022
2022 2021
Notes GBP GBP GBP GBP
--------------------------- -------- ----------- -------------- ---------- --------------
Non-Current Assets
Financial assets
at fair value through
profit or loss 1(d),5 524,662,582 575,577,900
--------------------------- -------- ----------- -------------- ---------- --------------
524,662,582 575,577,900
--------------------------- -------- ----------- -------------- ---------- --------------
Current Assets
Cash and cash equivalents 1(h),10 4,974,113 5,026,666
Prepaid expenses 29,831 17,589
5,003,944 5,044,255
--------------------------- -------- ----------- -------------- ---------- --------------
Current Liabilities
Trade and other payables 1(i),6 227,346 128,650
227,346 128,650
--------------------------- -------- ----------- -------------- ---------- --------------
Net Current Assets 4,776,598 4,915,605
--------------------------- -------- ----------- -------------- ---------- --------------
Net Assets 529,439,180 580,493,505
--------------------------- -------- ----------- -------------- ---------- --------------
Capital and Reserves
Called up share capital
and share premium 7 688,939,403 688,939,403
Retained reserves (159,610,954) (112,276,754)
--------------------------- -------- ----------- -------------- ---------- --------------
Equity attributable
to the Company 529,328,449 576,662,649
--------------------------- -------- ----------- -------------- ---------- --------------
Non-controlling interest
(NCI) 1 (b) 110,731 3,830,856
--------------------------- -------- ----------- -------------- ---------- --------------
Total Equity 529,439,180 580,493,505
--------------------------- -------- ----------- -------------- ---------- --------------
NAV Per Share (excluding
NCI) 8 75.62p 82.38p
--------------------------- -------- ----------- -------------- ---------- --------------
The accompanying notes form an integral part of these
Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Fo r the year ended 31 December 2022
Share Capital Non-
and Share Retained Controlling Total
Premium Reserves Interests Equity
Notes GBP GBP GBP GBP
------------------------ ------ -------------- -------------- ------------- -------------
Balance at 1 January
2022 688,939,403 (112,276,754) 3,830,856 580,493,505
------------------------ ------ -------------- -------------- ------------- -------------
Comprehensive loss - (47,546,039) (7,586) (47,553,625)
Incentive allocation
reversal - 3,711,839 (3,711,839) -
Distributions 11 - (3,500,000) (700) (3,500,700)
Balance at 31 December
2022 688,939,403 (159,610,954) 110,731 529,439,180
------------------------ ------ -------------- -------------- ------------- -------------
Share Capital Non-
and Share Retained Controlling Total
Premium Reserves Interests Equity
Notes GBP GBP GBP GBP
------------------------ ------ -------------- -------------- ------------- ------------
Balance at 1 January
2021 688,939,403 (267,456,731) 86,589 421,569,261
------------------------ ------ -------------- -------------- ------------- ------------
Comprehensive income - 158,891,816 32,726 158,924,542
Incentive allocation - (3,711,839) 3,711,839 -
Contributions - - 109,422 109,422
Distributions 11 - - (109,720) (109,720)
Balance at 31 December
2021 688,939,403 (112,276,754) 3,830,856 580,493,505
------------------------ ------ -------------- -------------- ------------- ------------
The accompanying notes form an integral part of these
Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
1 January 1 January
For the year ended 31 December 2022 to 31 2021 to 31
2022 Notes December 2022 December 2021
GBP GBP
-------------------------------------- ---------- --------------- ---------------
Net cash flow used in operating
activities See below (4,668,991) (3,314,498)
-------------------------------------- ---------- --------------- ---------------
Investing activities
Contribution to investments 5 - (543,574,886)
Distribution from investments 5 8,116,285 549,603,716
Interest income 853 556
Net cash flow (used in)/from
investing activities 8,117,138 6,029,386
-------------------------------------- ---------- --------------- ---------------
Financing activities
Contributions from non-controlling
interest - 109,422
Distributions to non-controlling
interest 11 (700) (109,720)
Distributions to shareholders 11 (3,500,000) -
Net cash flow (used in)/from
financing activities (3,500,700) (298)
-------------------------------------- ---------- --------------- ---------------
Net movement in cash and cash
equivalents (52,553) 2,714,590
Opening cash and cash equivalents 5,026,666 2,312,076
-------------------------------------- ---------- --------------- ---------------
Closing cash and cash equivalents 4,974,113 5,026,666
-------------------------------------- ---------- --------------- ---------------
Net cash flow (used in)/from
operating activities
-------------------------------------- ---------- --------------- ---------------
Comprehensive income/(loss) (47,553,625) 158,924,542
Unrealised (gain) /loss on financial
assets at fair value through profit
or loss 5 42,799,033 (162,293,243)
Movement in prepaid expenses (12,242) 4,168
Movement in trade and other payables 6 98,696 50,591
Interest income (853) (556)
Net cash flow used in operating
activities (4,668,991) (3,314,498)
-------------------------------------- ---------- --------------- ---------------
The accompanying notes form an integral part of these
Consolidated Financial Statements.
Notes to the Consolidated Financial Statements
1. Summary of significant accounting policies
Reporting entity
Sherborne Investors (Guernsey) C Limited (the "Company") is a
closed-ended investment company with limited liability formed under
the Companies (Guernsey) Law, 2008 (as amended). The Company was
incorporated and registered in Guernsey on 25 May 2017. The Company
commenced dealings on the London Stock Exchange's Specialist Fund
Segment on 12 July 2017. The Company's registered office is 1 Royal
Plaza, Royal Avenue, St Peter Port, Guernsey, Channel Islands, GY1
2HL. The "Group" is defined as the Company and its subsidiary,
SIGC, LP (Incorporated) (the "Investment Partnership") which was
established/incorporated in Guernsey. SIGC Midco Limited, a former
wholly--owned subsidiary of the Company, was dissolved following
the year end.
Basis of preparation
The Consolidated Financial Statements of the Group have been
prepared in accordance with International Financial Reporting
Standards ("IFRS") as adopted in the European Union, which comprise
standards and interpretations approved by the International
Accounting Standards Board and International Accounting Standards
and Standing Interpretations Committee interpretations approved by
the International Accounting Standards Committee that remain in
effect, together with applicable legal and regulatory requirements
of Guernsey law. The Directors of the Company have taken the
exemption in Section 244 of the Companies (Guernsey) Law, 2008 (as
amended) and have therefore elected to only prepare Consolidated
Financial Statements for the year.
These Consolidated Financial Statements have been prepared on
the historical cost basis, as modified by the measurement at fair
value of investments.
Going concern
Under the UK Corporate Governance Code 2018 and applicable
regulations, the Directors are required to satisfy themselves that
it is reasonable to assume that the Group is a going concern.
The Board is of the opinion that the going concern basis should
be adopted in the preparation of the Consolidated Financial
Statements. Further detail can be found in the Viability
Statement.
The Directors have undertaken a rigorous review of the Group's
ability to continue as a going concern including reviewing the
ongoing cash flows and the level of cash balances as of the
reporting date, as well as taking forecasts of future cash flows
into consideration.
The Consolidated Financial Statements have been prepared on the
going concern basis. The net current asset position as at 31
December 2022 is GBP4.8 million. The Directors have considered the
impact to the Company, as well as to Navient Corporation's
("Navient") and the Company's stock prices, of the current economic
environment, including the current interest rates and inflationary
environment, and have concluded that there is no impact on the
going concern. The consideration also factored in the continuing
uncertainty around the Russian invasion in Ukraine and the
resulting impact on the global economy. At 31 December 2022 the
Company had a NAV of GBP529.3 million. The Company, via the
Investment Partnership and other funds (the "Funds"), has
sufficient liquid assets to meet expected costs. The Investment
Manager, affiliates of which are also the investment manager of the
Funds, has the full intent and ability to provide the Company (via
the Investment Partnership) with funds as and if required.
After making enquiries of Sherborne Investors Management
(Guernsey) LLC (the "Investment Manager") and Apex Fund and
Corporate Services (Guernsey) Limited (the "Administrator") and
based on sufficient cash reserves as at 31 December 2022, the
Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable
future. Accordingly, they continue to adopt a going concern basis
in preparing these audited Consolidated Financial Statements.
Please see the Corporate Governance section.
Critical accounting judgments and key sources of estimation
uncertainty
The preparation of the Group's Consolidated Financial Statements
requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities and contingencies at
the date of the Group's Consolidated Financial Statements and
revenue and expenses during the reported year. Actual results could
differ from those estimated.
i) Critical accounting judgement: Incentive allocation
As more fully described in Note 9, the Special Limited Partner
is entitled to receive an incentive allocation once aggregate
distributions to partners of the Investment Partnership exceed a
certain level. The basis of the incentive calculation differs
depending on how the investment in the Selected Target Company
("STC") is ultimately characterised (i.e. as a Turnaround or Stake
Building Investment). The incentive allocation has been computed on
a Stake Building Investment basis, as it does not meet the criteria
of a Turnaround investment.
ii) Critical accounting judgement: Consolidation of entities
As described further in Note 5, as of 31 December 2022 the Group
holds a non-controlling interest in SIGC LLC (formerly known as
Whistle Investors III LLC). Whilst the Group holds a majority
interest in SIGC LLC and holds access to the rewards and benefits,
it does not exercise control over the day to day operations nor
does it have the ability to remove the controlling party. As such,
SIGC LLC is not considered a subsidiary and is not consolidated but
held at fair value through profit or loss.
iii) Source of estimation uncertainty: Financial assets at fair
value through profit or loss
The Group's investments are measured at fair value for financial
reporting purposes. The fair value of financial assets is based on
the net asset value ("NAV") of the investment including all items
of income, such as dividends, and expense. The main contribution to
their NAV is the quoted closing price of Navient and the Company as
at 31 December 2022. Please see Note 5 for further details.
Adoption of new and revised standards
(i) New standards adopted as at 1 January 2022:
The following standard is effective for the first time for the
financial period beginning 1 January 2022 and is relevant to the
Group and Company's operations:
-- IAS 37 (amended), 'Provisions, Contingent Liabilities and Contingent Assets'.
In addition, the IASB has issued the following publication -
'Annual Improvements to IFRS Standards 2018--2020', published in
May 2020, which has amended certain existing standards, effective
for accounting periods commencing on or after 1 January 2022.
The above standards have been adopted and did not have a
material impact on the financial statements.
(ii) Standards, amendments and interpretations early adopted by
the Group:
There were no standards, amendments and interpretations early
adopted by the Group.
(iii) Standards, amendments and interpretations in issue but not
yet effective:
The following standards which are relevant to the Company and
its Group, which have not been applied in these Financial
Statements, were in issue at the reporting date but not yet
effective:
-- IAS 1 (amended), 'Presentation of Financial Statements' -
(effective for accounting periods commencing
on or after 1 January 2023)
-- IAS 8 (amended), 'Accounting Policies, Changes in Accounting
Estimates and Errors' - (effective for
accounting periods commencing on or after 1 January 2023)
The amendments to IAS 1 were published in January 2020 and
relate to the classification of liabilities. The
amendments to IAS 8 were published in February 2021 and clarify
how companies should distinguish changes in
accounting policies from changes in accounting estimates.
The Directors do not consider the adoption of any new and
revised accounting standards and interpretations to have a material
impact as the new standards or amendment are not relevant to the
operations of the Group.
a. Basis of consolidation
The Consolidated Financial Statements incorporate the financial
statements of the Company and one entity controlled by the Company
(its subsidiary). Control is achieved where the Company has the
power to govern the financial and operating policies of an investee
entity so as to obtain benefits from its activities. Investments
where a majority interest is held but control is not achieved are
held at fair value through profit or loss.
Non-controlling interests in the net assets of the consolidated
subsidiary are identified separately from the Group's equity
therein. Non-controlling interests consist of the amount of those
interests at the date of the original business combination and the
non-controlling entities' share of changes in equity since the date
of the combination. Losses applicable to the non-controlling
entities in excess of their interest in the subsidiary's equity are
allocated against their interests to the extent that this would
create a negative balance.
Where necessary, adjustments are made to the financial
statements of the subsidiary to bring the accounting policies used
into line with those used by the Group.
All intra-group transactions, balances and expenses are
eliminated on consolidation.
The Company owns 99.98% of the capital interest in the
Investment Partnership. Whilst the general partner of the
Investment Partnership, Sherborne Investors (Guernsey) GP, LLC, a
company registered in Delaware, USA, is responsible for directing
the day to day operations of the Investment Partnership, the
Company, through its majority interest in the Investment
Partnership, has the ability to approve the proposed investment of
the Investment Partnership and to remove the general partner.
Hence, the Company has consolidated the Investment Partnership in
its financial statements.
b. Non-controlling interest
The interest of non-controlling parties in the subsidiary is
measured at the minority's proportion of the net fair value of the
assets, liabilities and contingent liabilities recognised.
c. Functional currency
Items included in the Consolidated Financial Statements of the
Group are measured using the currency of the primary economic
environment in which the entity operates. The Consolidated
Financial Statements are presented in Pound Sterling ("GBP"), which
is the Group's functional and presentational currency. Transactions
in currencies other than GBP are translated at the rate of exchange
ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the date of the
Consolidated Statement of Financial Position are retranslated into
GBP at the rate of exchange ruling at that date. Exchange
differences are reported in the Consolidated Statement of
Comprehensive Income.
d. Financial assets at fair value through profit or loss
Investments, including equity investments in associates, are
designated at fair value through profit or loss in accordance with
IFRS 9 'Financial instruments', as the Group's business model is to
invest in financial assets with a view to profiting from their
total return in the form of interest and changes in fair value.
Under International Accounting Standard 28 'Investments in
Associates', the fund can hold its investments at fair value
through profit or loss rather than as an associate as the
Investment Partnership is a closed-ended fund.
Investments in voting shares and derivative contracts are
initially recognised at cost and subsequently re-measured at fair
value, as determined by the Directors. Unrealised gains or losses
arising from the revaluation of investments in voting shares and
derivative contracts are taken directly to the Consolidated
Statement of Comprehensive Income.
The Group's investments are measured at fair value for financial
reporting purposes as described earlier in Note 1 under critical
accounting judgements and key sources of estimation
uncertainty.
In determining fair value in accordance with IFRS 13 'Fair Value
Measurement' ("IFRS 13"), investments measured and reported at fair
value are classified and disclosed in one of the following
categories within the fair value hierarchy:
Level I - An unadjusted quoted price for identical assets and
liabilities in an active market provides the most reliable evidence
of fair value and is used to measure fair value whenever available.
As required by IFRS 13, the Group will not adjust the quoted price
for these investments, even in situations where it holds a large
position and a sale could reasonably impact the quoted price.
Level II - Inputs are other than unadjusted quoted prices in
active markets, which are either directly or indirectly observable
as of the reporting date, and fair value is determined through the
use of models or other valuation methodologies.
Level III - Inputs are unobservable for the investment and
include situations where there is little, if any, market activity
for the investment. The inputs into the determination of fair value
require significant management judgement or estimation.
The Group's investments are summarised by Level in Note 5. On
disposal of shares, cost of investments are allocated on a first
in, first out basis.
e. Revenue recognition
Dividend income is recognised when the Group's right to receive
payment has been established. Tax suffered on dividend income for
which no relief is available is treated as an expense.
Investment income and interest receivable from short-term
deposits and Treasury gilts are recognised on an accruals basis.
Where receipt of investment income is not likely until the maturity
or realisation of an investment then the investment income is
accounted for as an increase in the fair value of the
investment.
f. Expenses
All expenses are accounted for on an accruals basis. Expenses
are charged through the Consolidated Statement of Comprehensive
Income in the year in which they occur.
g. Prepaid expenses and trade receivables
Trade and other receivables are initially recognised at fair
value and subsequently, where necessary, re-measured at amortised
cost using the effective interest method. A provision for
impairment of trade receivables is established when there is
objective evidence the Group will not be able to collect all
amounts due according to the original terms of the receivables. The
Group only holds trade receivables with no financing component and
which have maturities of less than 12 months at amortised cost and
has therefore applied the simplified approach to expected credit
loss.
h. Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, call and
current balances with banks and similar institutions, which are
readily convertible to known amounts of cash and which are subject
to insignificant risk of changes in value. This definition is also
used for the Consolidated Statement of Cash Flows. The carrying
amount of these assets approximate their fair value, unless
otherwise stated.
i. Trade and other payables
Trade and other payables are initially recognised at fair value
and subsequently, where necessary, re-measured at amortised cost
using the effective interest method.
j. Financial instruments
Financial assets and liabilities are recognised in the Group's
Consolidated Statement of Financial Position when the Group becomes
a party to the contractual provisions of the instrument.
k. Segmental reporting
As the Group invests in one investee company, there is no
segregation between industry, currency or geographical location and
therefore no further disclosures are required in conjunction with
IFRS 8 'Operating Segments'.
l. Incentive allocation
The incentive allocation is accounted for on an accruals basis
and the calculation is disclosed in Note 9. The incentive
allocation is payable to the non-controlling interest and therefore
recognised in the Consolidated Statement of Changes in Equity
rather than recognised as an expense in the Consolidated Statement
of Comprehensive Income.
2. Comprehensive income/(loss)
The consolidated comprehensive income/(loss) has been arrived at
after charging:
1 January 2022 1 January
to 2021 to
31 December 31 December
2022 2021
GBP GBP
----------------------------------------- --------------- -------------
Directors' fees 160,000 160,000
Auditor's remuneration - Audit 47,000 42,344
Auditor's remuneration - Interim review 28,000 24,150
3. Tax on ordinary activities
The Company has been granted exemption from income tax in
Guernsey under the Income Tax (Exempt Bodies) (Bailiwick of
Guernsey) Ordinance 1989, and is liable to pay an annual fee
(currently GBP1,200 per company) under the provisions of the
Ordinance. As such it will not be liable to income tax in Guernsey
other than on Guernsey source income (excluding deposit interest on
funds deposited with a Guernsey bank). No withholding tax is
applicable to distributions to Shareholders by the Company.
The Investment Partnership will not itself be subject to
taxation in Guernsey. No withholding tax is applicable to
distributions to partners of the Investment Partnership.
Income which is wholly derived from the business operations
conducted on behalf of the Investment Partnership with, and
investments made in, persons or companies who are not resident in
Guernsey will not be regarded as Guernsey source income. Such
income will not therefore be liable to Guernsey tax in the hands of
non-Guernsey resident limited partners.
Dividend income is shown gross of any withholding tax.
The Funds may be liable to pay withholding tax on behalf of
non--US persons, such as the Company, on dividend income from US
sources, such as Navient. The maximum statutory withholding tax
rate is 30%.
4. Earnings per share
The calculation of basic and diluted earnings per share is based
on the return on ordinary activities less total comprehensive
income attributable to the non-controlling interest and on there
being 700,000,000 (2021: 700,000,000) weighted average number of
shares in issue during the year. The earnings per share for the
year attributable to equity shareholders ended 31 December 2022
amounted to a deficit of 6.79 pence per share (year ended 31
December 2021: 22.70 pence per share).
Days in Weighted Average
Date Shares issue Shares
1 January 2022 700,000,000 700,000,000
31 December
2022 700,000,000 365 700,000,000
5. Financial assets at fair value through profit or loss
2022 2021
GBP GBP
-------------------------------------- --------------- --------------
Opening fair value 575,577,900 419,313,486
Contribution to investments - 543,574,886
Distributions from investments (8,116,285) (549,603,716)
Unrealised gain/(loss) on financial
assets at fair value through profit
or loss (42,799,033) 162,293,244
Closing fair value 524,662,582 575,577,900
-------------------------------------- --------------- --------------
The following tables summarise by level within the fair value
hierarchy the Group's financial assets and liabilities at fair
value as follows :
Level Level Level Total
I II III
31 December 2022 GBP GBP GBP GBP
-------------------------------- ------- ------- ------------ ------------
Financial assets at fair value
through profit and loss - - 524,662,582 524,662,582
Level Level Level Total
I II III
31 December 2021 GBP GBP GBP GBP
-------------------------------- ------- ------- ------------ ------------
Financial assets at fair value
through profit and loss - - 575,577,900 575,577,900
In May 2021, the Investment Partnership and other third-party
investors in the Funds managed by affiliates of the Investment
Manager disposed of the Funds' entire shareholding in Barclays PLC
("Barclays"). In accordance with the Company's prospectus, the
Board of the Company approved a new STC which was identified in
December 2021 as Navient.
As at 31 December 2022, the Group's investment consists solely
of a non-controlling interest in SIGC LLC (formerly Whistle
Investors III LLC) which was organised to invest in the STC. With
SIGC LLC's balance sheet being measured at fair value, the NAV of
SIGC LLC provides the best estimate of fair value for the
Investment Partnership's investment in SIGC LLC. As at the year
end, SIGC LLC's investment, via an intermediary, consisted of its
non-controlling interest in Newbury Investors LLC ("Newbury").
Newbury's investment in the STC consisted of both common stock of
Navient and of the Company. The Investment Manager continually
evaluates the optimal allocation of Newbury's ownership of shares
in Navient versus those of the Company. The Investment Manager may
from time to time buy or sell shares in Navient and the Company to
adjust the allocation. Some of the factors in the allocation
decision include the relative liquidity of the shares of Navient
and the Company, the discount to net asset value at which the
Company's shares trade and various tactical considerations, and
general market conditions. Furthermore, the level III investments
disclosed in the financial statements are solely comprised of the
Group's non-controlling interest in SIGC LLC. The value of those
investments equated to the Group's maximum exposure to loss from
the SIGC LLC and Newbury.
A reconciliation of fair value measurements in Level III is set
out in the following table:
2022 2021
GBP GBP
-------------------------------------------- ------------- --------------
Opening fair value 575,577,900 419,313,486
Contribution to investments - 543,574,886
Distributions from investments (8,116,285) (549,603,716)
Unrealised gain/(loss) on financial assets
at fair value through profit or loss (42,799,033) 162,293,244
-------------------------------------------- ------------- --------------
Closing fair value 524,662,582 575,577,900
-------------------------------------------- ------------- --------------
Capital contributions made during the year ended 31 December
2021 were for investment into the new STC. Capital distributions
made during the year ended 31 December 2021 were to distribute
proceeds from the disposal of the Barclays investment. Capital
distributions made during the year ended 31 December 2022 were made
to return excess funds drawn including the funding of the Company's
dividend payment.
The key unobservable input in the valuation of the Level III
investment is the value of SIGC LLC's indirect non-controlling
interests in the underlying intermediaries which is impacted by the
share price of the Navient and the Company.
Refer to Note 10 for the sensitivity analysis regarding changes
in the Navient and the Company share prices.
6. Trade and other payables
2022 2021
GBP GBP
----------------------------- -------- --------
Professional fees payable 144,628 31,062
Administration fees payable 33,633 64,319
Audit fees payable 47,000 31,354
Other fees payable 2,085 1,915
Total 227,346 128,650
----------------------------- -------- --------
7. Consolidated share capital and share premium
As at 31 December As at 31 December
2022 2021
Authorised share capital No. No.
Ordinary Shares of no par value Unlimited Unlimited
--------------------------------- ------------------ ------------------
Issued and fully paid No. No.
Ordinary Shares of no par value 700,000,000 700,000,000
--------------------------------- ------------------ ------------------
As at 31 December As at 31 December
2022 2021
Share premium account GBP GBP
Share premium account upon
issue 700,000,000 700,000,000
Less: Costs of issue (11,060,597) (11,060,597)
---------------------------- ------------------ ------------------
Closing balance 688,939,403 688,939,403
---------------------------- ------------------ ------------------
Each Ordinary share has equal voting rights and no par value
with no right to fixed income.
8. Net asset value per share attributable to the Company
(excluding NCI)
Basic and Diluted
No. of Shares Pence per Share
------------------- -------------- ----------------
31 December 2022 700,000,000 75.62
31 December 202 1 700,000,000 82.38
9. Related party transactions
The Investment Partnership and its General Partner, have engaged
Sherborne Investors Management (Guernsey) LLC to serve as
Investment Manager who is responsible for identifying the STC,
subject to approval by the Board of Directors of the Company, as
well as day to day management activities of the Investment
Partnership. The Investment Manager is entitled to receive from the
Investment Partnership a monthly management fee equal to
one-twelfth of 1% of the net asset value of the Investment
Partnership, less cash and cash equivalents and certain other
adjustments. During the year, management fees of GBP4,329,768
(year ended 31 December 2021: GBP2,912,321) were paid by the
Investment Partnership. No balance was outstanding at the year end
(31 December 2021: GBPNil).
The Special Limited Partner interest was held by Sherborne
Investors Limited, a wholly owned subsidiary of Sherborne Investors
LP through 11 May 2021. Effective on 12 May 2021 the Special
Limited Partner interest was transferred from Sherborne Investors
Limited to Sherborne Investors LP (Sherborne Investors (Guernsey)
GP, LLC and Sherborne Investors LP are the Non-controlling
interests). The Special Limited Partner is entitled to receive an
incentive allocation once aggregate distributions to partners of
the Investment Partnership, of which one is the Company, exceed a
certain level of capital contributions to the Investment
Partnership, excluding amounts contributed attributable to
management fees.
For Turnaround investments, the incentive allocation is computed
at 10% of the distributions to all partners in excess of 110%,
increasing to 20% of the distributions to all partners in excess of
150% and increasing to 25% of the distributions to all partners in
excess of 200% of capital contributions, excluding amounts
contributed attributable to management fees. An investment is
considered a Turnaround investment when a member of the General
Partner is appointed chairman of, or accepts an executive role at,
the STC .
If, after acquiring a shareholding, the share price of the STC
rises to a level at which further investment and the effort of a
Turnaround is, in the Investment Manager's opinion, no longer
justified or otherwise no longer presents a viable Turnaround
opportunity, the Investment Partnership intends to sell (and
distribute the proceeds to the Company) or distribute in kind the
holding to the limited partners (in each case after deductions for
any costs and expenses and for the Investment Partnership's Minimum
Capital Requirements and subject to applicable law and regulation),
rather than seeking to join the Board of Directors or otherwise
engage with the STC (a "Stake Building Investment").
For Stake Building Investments, the incentive allocation is
computed at 20% of net returns on the investment of the Investment
Partnership, such amount to be payable after each partner in the
Investment Partnership has had distributed to it an amount equal to
its aggregate capital contribution to the Investment Partnership in
respect to the Stake Building Investment (excluding any capital
contributions attributable to management fees). The Special Limited
Partner may waive or defer all or any part of any incentive
allocation otherwise due.
At 31 December 202 2, the incentive allocation has been computed
based on a Stake Building Investment basis and amounts to GBPNil
(31 December 2021: GBP3,711,839) in relation to the investment held
by the Investment Partnership. The movement in the incentive
allocation during the year was due to the decrease in the value of
the investment.
Each of the Directors (other than the Chairman) receives a fee
payable by the Company currently at a rate of GBP35,000 per annum.
The Chairman of the Audit Committee receives GBP5,000 per annum in
addition to such fee. The Chairman receives a fee payable by the
Company currently at the rate of GBP50,000 per annum.
Individually and collectively, the Directors of the Company hold
no shares of the Company as at 31 December 202 2 (2021: nil).
Sherborne Investors GP, LLC has granted to the Company a
non-exclusive licence to use the name "Sherborne Investors" in the
UK and the Channel Islands in the corporate name of the Company and
in connection with the conduct of the Company's business affairs.
The Company may not sub-licence or assign its rights under the
Trademark Licence Agreement. Sherborne Investors GP, LLC receives a
fee of GBP70,000 per annum for the use of the licenced name.
10. Financial risk factors
The Group's investment objective is to realise capital growth
from investment in the STC , identified by the Investment Manager,
with the aim of generating significant capital return for
Shareholders. Consistent with that objective, the Group's financial
instruments mainly comprise an investment in a STC . In addition,
the Group holds cash and cash equivalents as well as having trade
and other receivables and trade and other payables that arise
directly from its operations.
Liquidity risk
The Group's cash and cash equivalents are placed in demand
deposits with a range of financial institutions. The listed
investment in the STC could be partially redeemed relatively
quickly (within 3 months) should the Group need to meet obligations
or ongoing expenses as and when they fall due.
The following table details the liquidity analysis for financial
liabilities at the date of the Consolidated Statement of Financial
Position:
As at 31 December Less than 1 month 1 - 12 months 1 - 2 years Total
202 2
GBP GBP GBP GBP
-------------------------- ------------------ -------------- ------------ ----------
Trade and other payables (116,928) (110,418) - (227,346)
-------------------------- ------------------ -------------- ------------ ----------
(116,928) (110,418) - (227,346)
-------------------------- ------------------ -------------- ------------ ----------
As at 31 December Less than 1 month 1 - 12 months 1 - 2 years Total
202 1
GBP GBP GBP GBP
-------------------------- ------------------ -------------- ------------ ----------
Trade and other payables (64,331) (64,319) - (128,650)
-------------------------- ------------------ -------------- ------------ ----------
(64,331) (64,319) - (128,650)
-------------------------- ------------------ -------------- ------------ ----------
Credit risk
The Group is exposed to credit risk in respect of its cash and
cash equivalents, arising from possible default of the relevant
counterparty, with a maximum exposure equal to the carrying value
of those assets. The credit risk on liquid funds is mitigated
through the Group depositing cash and cash equivalents across
several banks. The Group is exposed to credit risk in respect of
its trade receivables and other receivable balances with a maximum
exposure equal to the carrying value of those assets. The Bank of
New York Mellon currently has a stand-alone credit rating of AA-
with Standard & Poor's, Royal Bank of Scotland International
has a stand-alone credit rating of A- with Standard & Poor's
whilst Barclays Bank PLC has a standalone credit rating of A with
Standard & Poor's (2021: A with Standard & Poor's). The
Group considers these ratings to be acceptable.
Market price risk
Market price risk arises as a result of the Group's exposure to
the future values of the share price of the STC including the share
price of Navient and the Company. It represents the potential loss
that the Group may suffer through investing in the STC.
As at 31 December 2022, the share price of Navient and the
Company were 16.45 US dollars per share and 47.20 pence per share,
respectively, which produced the Group's NAV of GBP529.3 million.
At 31 December 2022 a 10% increase/decreases in the share price of
Navient and the Company would increase/decrease the Group's NAV by
approximately GBP47.2 million.
Foreign exchange risk
Foreign currency risk arises as the value of future
transactions, recognised monetary assets and monetary liabilities
denominated in other currencies fluctuate due to changes in foreign
exchange rates. The Investment Manager monitors the Group's
monetary and non-monetary foreign exchange exposure on a regular
basis. SIGC LLC's investment in the US based STC during the year
exposes SIGC LLC to foreign currency risk, however, as a Group this
is considered as part of market price risk.
Interest rate risk
The Group is subject to risks associated with changes in
interest rates in respect of interest earned on its cash and cash
equivalents. The Group seeks to mitigate this risk by monitoring
the placement of cash balances on an on-going basis in order to
maximise the interest rates obtained.
As at 31 December Interest bearing
202 2
---------------------------------------------
Less 1 month 3 months
than to to 1 - Non- interest
1 month 3 months 1 year 2 years bearing Total
GBP GBP GBP GBP GBP GBP
--------------------------- ---------- ---------- --------- ---------- -------------- --------------
Assets
Cash and cash equivalents 4,974,113 - - - - 4,974,113
Financial assets
held at fair value
through profit
or loss - - - - 524,662,582 524,662,582
Prepaid expenses - - - - 29,831 29,831
--------------------------- ---------- ---------- --------- ---------- -------------- --------------
Total Assets 4,974,113 - - - 524,692,413 529,666,526
--------------------------- ---------- ---------- --------- ---------- -------------- --------------
Liabilities
Other payables - - - - (227,346) (227,346)
Total Liabilities - - - - (227,346) (227,346)
--------------------------- ---------- ---------- --------- ---------- -------------- --------------
As at 31 December Interest bearing
2021
---------------------------------------------
Less 1 month 3 months
than to to 1 - Non- interest
1 month 3 months 1 year 2 years bearing Total
GBP GBP GBP GBP GBP GBP
--------------------------- ---------- ---------- --------- ---------- -------------- --------------
Assets
Cash and cash equivalents 5,026,666 - - - - 5,026,666
Financial assets
held at fair value
through profit
or loss - - - - 575,577,900 575,577,900
Prepaid expenses - - - - 17,589 17,589
--------------------------- ---------- ---------- --------- ---------- -------------- --------------
Total Assets 5,026,666 575,595,489 580,622,155
--------------------------- ---------- ---------- --------- ---------- -------------- --------------
Liabilities
Other payables - - - - (128,650) (128,650)
Total Liabilities - - - - (128,650) (128,650)
--------------------------- ---------- ---------- --------- ---------- -------------- --------------
As at 31 December 202 2, the total interest sensitivity gap for
interest bearing items was a surplus of GBP4,974,113 (31 December
2021: GBP5,026,666).
As at 31 December 202 2, interest rates reported by the Bank of
England were 3.5% (31 December 2021: 0.25%) which would equate to
net income of GBP174,094 (31 December 2021: GBP12,567) per annum if
interest bearing assets and liabilities remained constant. If
interest rates were to fluctuate by 200 basis points (31 December
2021: 50 basis points), this would have a positive or negative
effect of GBP99,482 (31 December 2021: positive effect of GBP25,133
or negative effect of GBP12,567) on the Group's annual income.
Capital risk management
The capital structure of the Company consists of proceeds raised
from the issue of Ordinary Shares. As at 31 December 2022, the
Group is not subject to any external capital requirement.
The Directors believe that at the date of the Consolidated
Statement of Financial Position there were no other material risks
associated with the management of the Group's capital.
11. Distributions
Distributions of GBP700 were paid by the Group to
non-controlling interests on 22 December 2022 (year ended 31
December 2021: GBP109,720) . During the year ended 31 December 2022
the Company paid a dividend of 0.5 pence per share, or GBP3.5
million in total, on 16 September 2022 to shareholders on the
register at 26 August 2022. No dividends were paid during the year
ended 31 December 2021.
12. Subsequent events
On 17 March 2023 Navient paid a dividend of $0.16 per share to
shareholders of record on 3 March 2023.
The Company has declared a dividend of 0.5 pence per share,
payable on 26 May 2023 to shareholders on the register at 5 May
2023.
Subsequent to the year--end, the share price of Navient
decreased to 15.99 US dollars per share and the share price of the
Company increased to 52.50 pence per share at 31 March 2023 and, as
disclosed on 3 April 2023, the 31 March 2023 estimated NAV
(unaudited) of the Group decreased to 73.50 pence per share.
There were no other material subsequent events that require
disclosure in the condensed consolidated financial statements .
This information is provided by RNS, the news service of the
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