TIDMSIGC
RNS Number : 6625V
Sherborne Investors (Guernsey)C Ltd
16 April 2021
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
it 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 2020
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 2020 to 31 December 2020.
During the period the Company continued to pursue its investment
strategy through its shareholding in Barclays PLC ("Barclays").
SIGC, LP (Incorporated) co--invests in Barclays with other
third--party investors through funds (the "Funds") managed by
affiliates of Sherborne Investors Management (Guernsey) LLC (the
"Investment Manager"). These Funds currently own an interest of
6.0%, making them the second largest shareholder in Barclays.
At 31 December 2020, the net asset value ("NAV") attributable to
shareholders of the Company was GBP421.5 million (2019: GBP546.3
million) or 60.21 pence per share (2019: 78.04 pence per share)
(see Note 9). As at 31 March 2021 the estimated NAV, as reported,
was GBP554.2 million or 79.2 pence per share.
The Investment Manager has advised the Board that it believes
that addressing the issues it has discussed with Barclays' board
could increase Barclays' financial strength and its long--term
competitive position, leading to an increase in shareholder value
in line with the Investment Manager's customary return objectives.
The Investment Manager's present intention is to continue its
dialogue with Barclays for as long as it appears to be appropriate
to do so.
Details of Related Party Transactions are contained in Note 10
of the Notes to the Consolidated Financial Statements.
During the period, the coronavirus ("COVID--19") pandemic has
caused extensive disruptions to businesses and economic activities
globally. The uncertainties over the emergence and spread of
COVID--19 have caused market volatility on a global scale. Due to
current market conditions, during the period Barclays' share price
declined 18.6% to 31 December 2020. Since 31 December 2020,
however, the Barclays share price has increased 26.8% to 31 March
2021. As announced on 31 March 2020, the Barclays board cancelled
the payment of the full year 2019 dividend and any potential
interim 2020 dividends at the request of the UK regulator as a
prudent measure given the current environment. The cancelled
dividend has, however, helped improve Barclays' capital position
which at 31 December 2020 was stated to be above its targeted
range. On 18 February 2021 Barclays re-established capital
distributions announcing a total payout equivalent to 5.0 pence per
share, consistent with the temporary guardrails announced by the UK
regulator in December 2020. This payout is comprised of a 1.0 pence
per ordinary share 2020 full year dividend and a share buyback of
up to GBP700 million which commenced in March 2021. The situation
is constantly evolving as governments and businesses continue to
combat the impact of the pandemic. As an investment company, for
day to day operations the Company is ultimately dependent on the
Investment Manager, Administrator and Company Secretary all of whom
have robust business continuity plans in place to ensure that they
can continue to service the Company. These business continuity
plans have been in place and have been proven effective over the
period.
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) B Limited and 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 is also a non-executive director of Sherborne Investors
(Guernsey) B Limited. 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 Third Point Offshore Investors Limited,
Ashmore Global Opportunities Limited, NB Distressed Debt Investment
Fund Limited, TwentyFour Select Monthly Income Fund Limited and
Sherborne Investors (Guernsey) B Limited. Mr Legge is an FCA and
holds a BA (Hons) in Economics from the University of
Manchester.
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.
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 2020.
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.
The Company, via SIGC Midco Limited, is 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"), currently Barclays, 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.
At 31 December 2020, the Funds held approximately 5.9% (2019:
5.8%) of Barclays outstanding shares. As of this report the Funds
hold approximately 6.0% of Barclays outstanding shares.
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.
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 2020 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 2020 .
-- 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, 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 and reviews
regular reports 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.
The full impact of the UK's withdrawal from the EU on 31 January
2020 and the commencement of practical implementation of the Brexit
conditions on 1 January 2021 remains uncertain and its full impact
may only be realised in years to come, as the economy adjusts to
the new regime. A focus of the Board in 2020 was the continued
oversight of the Company's ability to respond to the political and
economic uncertainty following the UK's decision to leave the
EU.
The global economy continues to react to the worldwide COVID-19
pandemic leading to significant volatility in capital markets, as
referred to in the Chairman's statement, and an increased focus on
market risk. The situation is constantly evolving as governments,
regulators and businesses continue to combat the impact of the
pandemic. As an investment company, for day to day operations the
Company is ultimately dependent on the Investment Manager,
Administrator and Company Secretary all of whom have robust
business continuity plans in place to ensure that they can continue
to service 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 .
The Board have considered the Company's solvency and liquidity
risk and disclosure of this is made in Note 11 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 over the period ending 31 December 2020. The
Directors have determined that the three year period to 31 December
2023 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 2021 the Group had an estimated (unaudited) NAV of
GBP554.2 million. As stated in the Chairman's Statement, the Funds
are the second largest shareholder of Barclays. The Company, via
the Funds, has sufficient liquid assets to meet expected costs. On
18 February 2021 Barclays re-established capital distributions
announcing a total payout equivalent to 5.0 pence per share,
consistent with the temporary guardrails announced by the PRA in
December 2020. This payout is comprised of a 1.0 pence per ordinary
share 2020 full year dividend and a share buyback of up to GBP700
million which commenced in March 2021. Should additional liquidity
be required at the Fund 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 2023.
Subsequent events
Details of events that have occurred after the date of the
Consolidated Statement of Financial Position are provided in Note
13 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
No dividends were declared or paid during the year (2019:
Nil).
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 8 to the
Consolidated Financial Statements. All shares carry equal voting
rights.
Substantial interests
As at 31 March 2021, the Company is aware of the following
material shareholdings:
Number of Ordinary % of issued
Shareholder Shares share capital
-------------------------------- ------------------- ---------------
Invesco Limited 139,467,736 19.9%
Columbia Threadneedle 129,298,511 18.5%
Aviva plc 99,824,647 14.3%
Janus Henderson Group plc 73,267,400 10.5%
Fidelity International Limited 70,000,000 10.0%
Sherborne Investors Management
LP 69,505,196 9.9%
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 26 May
2021. 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 2020 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
--------------------------------------- ------------ ---------
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 2020.
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 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 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 within the report, the Board is of the view
that throughout the year ended 31 December 2020, the Company
complied with the recommendations of the Code and the provisions of
the Code. 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, 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. 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.
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. Due to Covid-19 restrictions, virtual alternatives have been
employed for such communication.
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.
There are no executive Directors appointed to the Board and
therefore no 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 five 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 5 N/A
Trevor Ash 5 3
Christopher Legge 5 3
Ian Brindle 5 3
Total Meetings for
Year 5 3
-------------------- ------ ----------------
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.
The Company holds appropriate Directors' and Officers' Liability
Insurance cover in respect of any legal action taken against the
Board.
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, subject to COVID-19
restrictions. 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.
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 his 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
above.
The Board consists of four non-executive members. For further
information relating to the Board, please refer to the Director
biographies above.
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.
Talmai Morgan, Trevor Ash and Christopher Legge are directors of
Sherborne Investors (Guernsey) B Limited, a company with similar
investment objectives and the same Investment Manager as the
Company. As Sherborne Investors (Guernsey) B Limited has a
different STC, it is the Board's view that this does not affect
their independence.
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 evaluation of its
performance and that of the Audit Committee. This was last
completed in March 2021 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.
New Directors would receive an induction from the Investment
Manager. All Directors receive other relevant training as
necessary.
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.
Audit, Risk and Internal Control
The Board has established an Audit Committee composed of
Christopher Legge, Trevor Ash and Ian Brindle, 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. 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 is given in the Report of the Audit Committee. The
work of the Audit Committee is set out separately 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 2020 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.
In respect of the UK Criminal Finances Act 2017 which has
introduced a new corporate criminal offence of "failing to take
reasonable steps to prevent the facilitation of tax evasion", the
Board confirms it is committed to zero tolerance towards the
criminal facilitation of tax evasion.
Going concern
The Consolidated Financial Statements have been prepared on the
going concern basis. The net current asset position at year end is
GBP2.3 million. The estimated net current asset position as at 31
March 2021 is GBP2.1m. During the year, the coronavirus (COVID-19)
pandemic has caused extensive disruptions to businesses and
economic activities globally. The uncertainties over the emergence
and spread of COVID-19 have caused market volatility on a global
scale. Further detail on the Covid-19 related impact to the company
can be found in the Chairman's Statement. At 31 March 2021 the
Company had an estimated NAV of GBP554.2 million and, as stated in
the Chairman's Statement, the Funds are the second largest
shareholder of Barclays. The Company, via the Funds, has sufficient
liquid assets to meet expected costs despite Barclays having
cancelled interim dividend payments through 2020. On 18 February
2021 Barclays re-established capital distributions announcing a
total payout equivalent to 5.0 pence per share, consistent with the
temporary guardrails announced by the PRA in December 2020. This
payout is comprised of a 1.0 pence per ordinary share 2020 full
year dividend and a share buyback of up to GBP700 million which
commenced in March 2021. The full year dividend for 2020 of 1.0
pence per ordinary share was paid on 1 April 2021 to shareholders
on the share register on 26 February 2021. 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 2020, 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 staffs 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 20 and this is subject to review by the Audit
Committee and the Board, no exceptions were noted during the
review.
During March 2021 the board performed a thorough evaluation of
the controls of both its Investment Manager, and Administration and
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 2020. (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.
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.
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 envisage to continuing effective dialogue with
all shareholders. Further information in connection with
shareholder engagement can be found in the Corporate Governance
Report. Throughout 2021, 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 three of the Directors, not including the Chairman of
the Board. 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. 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 Corporate
Governance Report. 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 review
- focus upon one target company detailed portfolio valuations on a
means that any errors in valuation, regular basis throughout the year
depending on their size, can under review, and receive confirmation
be highly material. A key risk from the Investment Manager that the
is incorrect pricing used based pricing basis is appropriate and in
on requirement of IFRS taking line with relevant accounting standards.
into account the market for At 31 December 2020, the Group's investment
those shares. consists solely of a non-controlling
interest in Whistle Investors III
LLC ("Whistle III"). Whistle III,
which has received unqualified audit
opinions since inception, measures
its balance sheet at fair value. The
net asset value of Whistle III, obtained
from the audited Whistle III 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 Whistle III.
------------------------------------------------
Auditor Tenure and Objectivity
The Company's Auditor, Deloitte LLP, has been appointed to act
pursuant to an Engagement Letter signed in August 2020. 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'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 27 May 2020.
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.
In addition to the audit related remuneration, GBP23,000
non-audit fees were paid to the Auditor in relation to the interim
review and GBP28,542 in tax compliance fees. The tax compliance
services provided by Deloitte during 2020, in respect of the 2019
financial year, were completed prior to 31 December 2020. Prior to
the implementation of the new Crown Dependency Audit Rules 2020 for
the period commencing 1 January 2021, Deloitte have ceased
providing tax compliance services to the Company. Tax compliance
services during 2020 were provided by individuals separate to the
audit engagement team.
The Audit Committee undertook a formal review of the external
auditor for the year ended 31 December 2020, 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
2020, 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.
Independent Auditor's Report to the Members of Sherborne
Investors (Guernsey) C Limited
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 2020 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 13.
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 entities and we
have fulfilled our other ethical responsibilities in accordance
with these requirements.
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.
Materiality The materiality that we used for the group financial
statements in the current year was GBP4,215,000 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 There were no significant changes to the audit approach
in our 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:
-- Evaluating the cash flow forecasts for reasonableness;
-- Challenge of the key assumptions made by management including
consideration of the impact of COVID-19, assessment of Barclay's
shares post year end and the subsequent impact on the valuation of
Whistle III, how Barclays' current performance has impacted the
Group's viability assessment, Barclays plans to resume regular
payments of dividends and the liquidity of Barclays shares; and
-- Evaluating the appropriateness of the financial statement disclosures for going concern.
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 The group has a single Level 3 investment in Whistle
description III as at 31 December 2020 of GBP419.3m (2019: GBP537.8m).
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 1, Level 2 and Level 3 investments,
as such not all inputs into the valuation of Whistle
III 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 and the critical
accounting estimates and judgements note in note
1 to the financial statements.
How the scope In order to test the investments balance as at 31
of our audit responded December 2020 we performed the following procedures:
to the key audit * We obtained an understanding of relevant controls
matter 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 Whistle III by agreeing
the ownership amount to the Limited Liability Company
Agreement as provided by the Managing Member of
Whistle III;
* We challenged the recognition of Whistle III as an
investment that is held at fair value through profit
or loss despite SIGC, LP having a major shareholding
by assessing the circumstance against the criteria in
IFRS 10;
* We obtained the audited financial statements of
Whistle III 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 Whistle III with the movement in the
observable Barclays share price;
* We assessed the impact of coronavirus pandemic on the
valuation of the investment and the adequacy of the
disclosure made; and
* We obtained confirmation from the auditors of Whistle
III of the procedures they performed on the material
balances and any reportable matters, of which there
were none.
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 GBP4,215,000 (2019: GBP5,463,000)
Basis for determining materiality 1% of the group NAV (2019: 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.
To View the graph please see attached the PDF version of the
Annual Report
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 2020 audit (2019: 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 GBP210,000 (2019:
GBP273,000), 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.
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 2019 to 30
September 2020 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 2020 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.
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;
-- results of our enquiries of management and the Audit
Committee about their own identification and assessment of the
risks of irregularities;
-- 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;
and
o the internal controls established to mitigate risks of fraud
or non-compliance with laws and regulations; and
-- the matters discussed among the audit engagement team and
involving relevant internal specialists, including tax 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 area:
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;
-- the directors' statement on fair, balanced 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.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2020
1 January 2020 to 1 January 2019 to
31 December 2020 31 December 2019
Notes GBP GBP GBP GBP
------------------------------- ------ ------------------ -------------- ------------------ ------------
Income 1(e)
Unrealised (loss)/gain on
financial assets at fair
value through profit or 1(d),
loss 5 (120,607,066) 77,433,561
Dividend income 6 - 6,105,282
Interest income 1,194 62,870
------------------------------- ------ ------------------ -------------- ------------------ ------------
Total (loss)/income (120,605,872) 83,601,713
-------------------------------- ------ ------------------ -------------- ------------------ ------------
Expenses 1(f)
Management fees 10 3,669,168 4,211,140
Professional fees 246,404 1,314,395
Directors' fees 2,10 160,000 160,000
Administrative fees 142,964 151,290
Other fees 1,654 193,688
Total operating expenses 4,220,190 6,030,513
------------------------------- ------ ------------------ -------------- ------------------ ------------
Total Comprehensive
(loss)/income (124,826,062) 77,571,200
------------------------------- ------ ------------------ -------------- ------------------ ------------
Total Comprehensive
(loss)/income
attributable to:
Equity Shareholders (124,801,928) 77,554,752
Non-controlling interest
(NCI) 1(b) (24,134) 16,448
------------------------------- ------ ------------------ -------------- ------------------ ------------
Weighted average number
of shares outstanding 4 700,000,000 700,000,000
Basic and diluted earnings
per share attributable to
shareholders (excluding
NCI) (17.83)p 11.08p
------------------------------- ------ ------------------ -------------- ------------------ ------------
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 2020
2020 2019
Notes GBP GBP GBP GBP
--------------------------- -------- ----------- -------------- ---------- --------------
Non-Current Assets
Financial assets
at fair value through
profit or loss 1(d),5 419,313,486 537,820,762
--------------------------- -------- ----------- -------------- ---------- --------------
419,313,486 537,820,762
--------------------------- -------- ----------- -------------- ---------- --------------
Current Assets
Cash and cash equivalents 1(h),11 2,312,076 8,688,050
Prepaid expenses 21,757 17,224
2,333,833 8,705,274
--------------------------- -------- ----------- -------------- ---------- --------------
Current Liabilities
Trade and other payables 1(i),7 78,058 131,313
78,058 131,313
--------------------------- -------- ----------- -------------- ---------- --------------
Net Current Assets 2,255,775 8,573,961
--------------------------- -------- ----------- -------------- ---------- --------------
Net Assets 421,569,261 546,394,723
--------------------------- -------- ----------- -------------- ---------- --------------
Capital and Reserves
Called up share capital
and share premium 8 688,939,403 688,939,403
Retained reserves (267,456,731) (142,654,803)
--------------------------- -------- ----------- -------------- ---------- --------------
Equity attributable
to the Company 421,482,672 546,284,600
--------------------------- -------- ----------- -------------- ---------- --------------
Non-controlling interest
(NCI) 1 (b) 86,589 110,123
--------------------------- -------- ----------- -------------- ---------- --------------
Total Equity 421,569,261 546,394,723
--------------------------- -------- ----------- -------------- ---------- --------------
NAV Per Share (excluding
NCI) 9 60.21p 78.04p
--------------------------- -------- ----------- -------------- ---------- --------------
The Consolidated Financial Statements were approved by the Board
of Directors for issue on 15 April 2021.
Signed on behalf of the Board:
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 2020
Share Capital Non-
and Share Retained Controlling Total
Premium Reserves Interests Equity
Notes GBP GBP GBP GBP
------------------------ ------- -------------- -------------- ------------- --------------
Balance at 1 January
2020 688,939,403 (142,654,803) 110,123 546,394,723
--------------------------------- -------------- -------------- ------------- --------------
Contributions - - 600 600
Comprehensive loss - (124,801,928) (24,134) (124,826,062)
Balance at 31 December
2020 688,939,403 (267,456,731) 86,589 421,569,261
--------------------------------- -------------- -------------- ------------- --------------
Share Capital Non-
and Share Retained Controlling Total
Premium Reserves Interests Equity
Notes GBP GBP GBP GBP
------------------------ ------- -------------- -------------- ------------- ------------
Balance at 1 January
2019 688,939,403 (220,209,555) 93,675 468,823,523
--------------------------------- -------------- -------------- ------------- ------------
Comprehensive income - 77,554,752 16,448 77,571,200
Balance at 31 December
201 9 688,939,403 (142,654,803) 110,123 546,394,723
--------------------------------- -------------- -------------- ------------- ------------
The accompanying notes form an integral part of these
Consolidated Financial Statements.
Consolidated Statement of Cash Flow
1 January 2020 1 January 2019
For the year ended 31 December to 31 December to 31 December
2020 Notes 2020 201 9
GBP GBP
-------------------------------------- ---------- ---------------- ----------------
Net cash flows (used in)/from
operating activities See below (4,277,978) 103,860
-------------------------------------- ---------- ---------------- ----------------
Investing activities
Contribution to investments 5 (4,849,515) (20,000,000)
Distribution from investments 5 2,749,725 (20,000,000)
Interest income 1,194 62,870
Net cash flows used in investing
activities (2,098,596) (19,937,130)
-------------------------------------- ---------- ---------------- ----------------
Financing activities
Contributions from non-controlling
interest 600 -
Net cash flows from financing
activities 600 -
-------------------------------------- ---------- ---------------- ----------------
Net movement in cash and cash
equivalents (6,375,974) (19,833,270)
Opening cash and cash equivalents 8,688,050 28,521,320
-------------------------------------- ---------- ---------------- ----------------
Closing cash and cash equivalents 2,312,076 8,688,050
-------------------------------------- ---------- ---------------- ----------------
Net cash flows (used in)/from
operating activities
-------------------------------------- ---------- ---------------- ----------------
Total Comprehensive (loss)/income (124,826,062) 77,571,200
Unrealised loss/(gain) on financial
assets at fair value through profit
or loss 5 120,607,066 (77,433,561)
Movement in prepaid expenses (4,533) 4,544
Movement in trade and other payables 7 (53,255) 24,547
Interest income (1,194) (62,870)
Net cash flows (used in)/from
operating activities (4,277,978) 103,860
-------------------------------------- ---------- ---------------- ----------------
The accompanying notes form an integral part of these
Consolidated Financial Statements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2020
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 subsidiaries,
SIGC, LP (Incorporated) (the "Investment Partnership") and SIGC
Midco Limited.
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 coronavirus (COVID-19) pandemic has caused extensive
disruptions to businesses and economic activities globally. The
uncertainties over the emergence and spread of COVID-19 have caused
market volatility on a global scale. The specific impact on the
Company's performance attributable to the pandemic is difficult to
quantify. The situation is constantly evolving as governments and
businesses continue to combat the impact of the pandemic. As stated
in the Chairman's Statement, the Funds are the second largest
shareholder of Barclays. The Company, via the Funds, has sufficient
liquid assets to meet expected costs despite Barclays having
cancelled interim dividend payments through 2020. On 18 February
2021 Barclays re-established capital distributions announcing a
total payout equivalent to 5.0 pence per share, consistent with the
temporary guardrails announced by the PRA in December 2020. This
payout is comprised of a 1.0 pence per ordinary share 2020 full
year dividend and a share buyback of up to GBP700 million which
commenced in March 2021. 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"), 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 10, 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 2020 the Group
holds a non-controlling interest in Whistle Investors III LLC
("Whistle III"). Whilst the Group holds a majority interest in
Whistle III 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, Whistle
III 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 are based on
the net asset value ("NAV") of the investment. The main
contribution to their NAV is the quoted closing price on the London
Stock Exchange at 31 December 2020. Please see Note 5 for further
details.
Adoption of new and revised standards
(i) New standards adopted as at 1 January 2020:
All new standards effective from 1 January 2020 have been
adopted and do 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:
Unless stated otherwise, 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 two entities controlled by the
Company (its subsidiaries). 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
subsidiaries 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 subsidiaries 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, via SIGC Midco Limited, a 100% owned subsidiary,
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 and SIGC Midco Limited 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 SIGC, LP
(Incorporated) 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,
convertible bonds 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 or conversion of bonds, 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 10. The incentive
allocation is payable to the non-controlling interest and therefore
recognised in the Consolidated Statement of Changes in Equity.
m. Treasury gilts
Treasury gilts are initially recognised at fair value and
subsequently re-measured at amortised cost using the effective
interest method. As at 31 December 2020, no Treasury gilts were
held (2019: GBPnil). During October 2019 the entire balance of
treasury gilts was disposed of in full.
2. Comprehensive (loss)/income
The consolidated comprehensive income/(loss) has been arrived at
after charging:
1 January 2020 1 January 2019
to 31 December to 31 December
2020 2019
GBP GBP
----------------------------------------- ---------------- ----------------
Directors' fees 160,000 160,000
Auditor's remuneration - Audit 42,259 34,230
Auditor's remuneration - Interim review 23,000 21,900
In addition to the audit and half-yearly review related
remuneration above, a further GBP28,542 was paid to the Auditor for
Tax compliance services (2019: GBP29,662).
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) 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.
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 (2019: 700,000,000) weighted average number of
shares in issue during the year. The earnings per share for the
year ended 31 December 2020 amounted to a deficit of 17.83 pence
per share (31 December 2019: a surplus of 11.08 pence per
share).
Weighted Average
Date Shares Days in issue Shares
1 January 2020 700,000,000 700,000,000
31 December
2020 700,000,000 366 700,000,000
5. Financial assets at fair value through profit or loss
2020 2019
GBP GBP
--------------------------------------- -------------- ------------
Opening fair value 537,820,762 440,387,201
Capital contributions 4,849,515 20,000,000
Capital distributions (2,749,725) -
Unrealised (loss)/gain on investments
held at fair value through profit
or loss (120,607,066) 77,433,561
Closing fair value 419,313,486 537,820,762
--------------------------------------- -------------- ------------
The following tables summarise by level within the fair value
hierarchy the Group's financial assets and liabilities at fair
value as follows:
Level I Level II Level III Total
31 December 2020 GBP GBP GBP GBP
-------------------------------- --------- ---------- ------------ ------------
Financial assets at fair value
through profit and loss - - 419,313,486 419,313,486
Level I Level II Level III Total
31 December 2019 GBP GBP GBP GBP
-------------------------------- --------- ---------- ------------ ------------
Financial assets at fair value
through profit and loss - - 537,820,762 537,820,762
The Board of Directors approved Barclays PLC ("Barclays"), a
London Stock Exchange listed bank holding company, as the STC in
2018. During 2019, the Group contributed its direct holding of
Barclays' shares and its interest in Whistle Investors LLC
("Whistle I") and Whistle Investors II LLC ("Whistle II") to
Whistle Investors III LLC ("Whistle III") at fair value.
As at 31 December 2020, the Group's investments consist solely
of a non-controlling interest in Whistle III which was organised to
invest in the STC. Furthermore, the Level III investments disclosed
in the financial statements are solely comprised of the Group's
non-controlling interest in Whistle III. As at the year end,
Whistle III's investment, via an intermediary, consisted of a
direct investment in Barclays as well as a non-controlling interest
in Whistle I and Whistle II. The value of those investments equated
to the Group's maximum exposure to loss from the Whistle I, Whistle
II and Whistle III entities.
A reconciliation of fair value measurements in Level III is set
out in the following table:
2020 2019
GBP GBP
------------------------------------- -------------- ------------
Opening fair value 537,820,762 222,817,957
Contribution to Whistle III - 236,387,018
Capital contribution 4,849,515 20,000,000
Capital distribution (2,749,725) -
Unrealised gain/(loss) on financial
assets
at fair value through profit
or loss (120,607,066) 58,615,787
-------------------------------------- -------------- ------------
Closing fair value 419,313,486 537,820,762
-------------------------------------- -------------- ------------
Capital contributions drawn by Whistle III during the year for
investment into Barclays. The distributions during the year
consisted of the return of excess funds drawn.
The key unobservable inputs in the valuation of the Level III
investment is the value of Whistle III's indirect non-controlling
interests in Whistle I and Whistle II which is impacted by the
Barclays share price. With Whistle III's balance sheet being
measured at fair value, the NAV of Whistle III provides the best
estimate of fair value for the Investment Partnership's investment
in Whistle III.
Refer to Note 11 for the sensitivity analysis regarding changes
in the Barclays' share price.
6. Dividend income
As announced on 31 March 2020, the Barclays' board cancelled the
payment of the full year 2019 dividend and any potential 2020
interim dividends at the request of the UK regulator as a prudent
measure given the current environment. The Group did not receive
any cash dividends during the year (2019: GBP6,105,282).
7. Trade and other payables
2020 2019
GBP GBP
----------------------------- ------- --------
Professional fees payable 18,923 74,110
Administration fees payable 31,876 36,663
Audit fees payable 27,259 20,540
Total 78,058 131,313
----------------------------- ------- --------
8. Consolidated share capital and share premium
As at 31 December As at 31 December
2020 2019
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
2020 2019
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 no par value with no right to fixed
income.
9. Net asset value per share attributable to the Company
Basic and Diluted
No. of Shares Pence per Share
-------------------- --------------- -----------------
31 December 2020 700,000,000 60.21
31 December 201 9 700,000,000 78.04
10. 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 GBP3,669,168 (31
December 2019: GBP4,211,140) were paid by the Investment
Partnership. No balance was outstanding at the year end (31
December 2019: GBPNil).
The Special Limited Partner interest is held by Sherborne
Investors Limited, a wholly owned subsidiary of Sherborne Investors
LP (Sherborne Investors (Guernsey) GP, LLC and Sherborne Investors
Limited 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 Managing
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 2020, the incentive allocation has been computed
based on a Stake Building Investment basis and amounts to GBPNil
(31 December 2019: GBPNil) in relation to the investment held by
the Investment Partnership.
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 2020 (2019: 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.
11. 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 202 Less than 1 1 - 2
0 month 1 - 12 months years Total
GBP GBP GBP GBP
Trade and other payables (31,876) (46,182) - (78,058)
(31,876) (46,182) - (78,058)
-------------------------- ------------ -------------- ------- ---------
As at 31 December 202 1 - 2
0 Less than 1 month 1 - 12 months years Total
GBP GBP GBP GBP
-------------------------- ------------------ -------------- --------- ----------
Trade and other payables (38,193) (93,115) - (131,313)
-------------------------- ------------------ -------------- --------- ----------
(38,193) (93,115) - (131,313)
-------------------------- ------------------ -------------- --------- ----------
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. UBS Financial
Services Inc. and HSBC Holdings PLC currently have a stand-alone
credit rating of A- with Standard & Poor's (31 December 2019:
A- with Standard & Poor's) whilst Barclays Bank PLC has a
standalone credit rating of A with Standard & Poor's (2019: 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. It represents the
potential loss that the Group may suffer through investing in the
STC.
As at 31 December 2020, the share price of Barclays was 146.68
pence per share which produced the Group's
NAV of GBP421.6 million or 60.21 pence per share. At 31 December
2020 a 10% increase in Barclays' share price would increase the
Group's NAV by GBP39.5 million or 5.64 pence per share and a 10%
decrease in Barclays' share price would decrease the Group's NAV by
GBP37.2 million or 5.32 pence per share. Subsequent to the
year-end, Barclays' share price increased to 185.95 pence per share
at 31 March 2021 and, as disclosed on 1 April 2021, the 31 March
NAV (unaudited) was GBP554.2 million or 79.2 pence per share.
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. The Group has limited foreign exchange risk exposure.
Investment Manager considers the foreign exchange exposure of
Whistle III to be a component of market price risk not foreign
currency 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
202 0 Interest bearing
--------------------------------------------- --------
1 month 3 months
Less than to to 1 - 2 Non- interest
1 month 3 months 1 year years bearing Total
GBP GBP GBP GBP GBP GBP
--------------------------- --------------- -------------- ------------ -------- -------------- ------------
Assets
Cash and cash equivalents 2,312,076 - - - - 2,312,076
Investments held
at fair value through
profit or loss - - - - 419,313,486 419,313,486
Prepaid expenses - - - - 21,757 21,757
--------------------------- --------------- -------------- ------------ -------- -------------- ------------
Total Assets 2,312,076 419,335,243 421,647,319
--------------------------- --------------- -------------- ------------ -------- -------------- ------------
Liabilities
Other payables - - - - (78,058) (78,058)
Total Liabilities - - - - (78,058) (78,058)
--------------------------- --------------- -------------- ------------ -------- -------------- ------------
As at 31 December
201 9 Interest bearing
--------------------------------------------- --------
1 month 3 months
Less than to to 1 - 2 Non- interest
1 month 3 months 1 year years bearing Total
GBP GBP GBP GBP GBP GBP
--------------------------- --------------- -------------- ------------ -------- -------------- ------------
Assets
Cash and cash equivalents 8,688,050 - - - - 8,688,050
Investments held
at fair value through
profit or loss - - - - 537,820,762 537,820,762
Prepaid expenses - - - - 17,224 17,224
--------------------------- --------------- -------------- ------------ -------- -------------- ------------
Total Assets 8,688,050 - - - 537,837,986 546,526,036
--------------------------- --------------- -------------- ------------ -------- -------------- ------------
Liabilities
Other payables - - - - (131,313) (131,313)
Total Liabilities - - - - (131,313) (131,313)
--------------------------- --------------- -------------- ------------ -------- -------------- ------------
As at 31 December 2020, the total interest sensitivity gap for
interest bearing items was a surplus of GBP2,312,076 (31 December
2019: GBP8,688,050).
As at 31 December 2020, interest rates reported by the Bank of
England were 0.1% (31 December 2019: 0.75%) which would equate to
net income of GBP2,312 (31 December 2019: GBP65,160) per annum if
interest bearing assets and liabilities remained constant. If
interest rates were to fluctuate by 50 basis points (31 December
2019: 50 basis points), this would have a positive or negative
effect of GBP11,560 (31 December 2019: GBP43,440) 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 2020, 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.
12. Distributions
No distributions were paid by the Group to non-controlling
interests during the year (2019: GBPnil). For the distribution
policy please refer to Note 10.
13. Subsequent events
During the period from the date of the Statement of Financial
Position to the date that the Financial Statements were approved,
the coronavirus (COVID-19) pandemic continued to cause extensive
disruptions to businesses and economic activities globally. The
uncertainties over the emergence and spread of COVID-19 have caused
market volatility on a global scale. The specific impact on the
Company's performance attributable to the pandemic is difficult to
quantify. The situation is constantly evolving as governments and
businesses continue to combat the impact of the pandemic. As an
investment company, for day to day operations the Company is
ultimately dependent on the Investment Manager, Administrator and
Company Secretary all of whom have robust business continuity plans
in place to ensure that they can continue to service the
Company.
Since 31 December 2020, the share price of Barclays has
increased from 146.68 pence per share to 186.82 pence per share as
at 13 April 2020. If this share price was used to value the
investment at 31 December 2020, it would have resulted in a
increased in the closing fair value from GBP419.3 million to
GBP557.4 million.
Barclays re-established capital distributions and on 18 February
2021 Barclays announced a total payout equivalent to 5.0 pence per
share, consistent with the temporary guardrails announced by the
PRA in December 2020. This payout is comprised of a 1.0 pence per
ordinary share 2020 full year dividend and a share buyback of up to
GBP700 million which commenced in March 2021. The full year
dividend for 2020 of 1.0 pence per ordinary share was paid on 1
April 2021 to shareholders on the share register on 26 February
2021.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
FR DKPBPKBKBDQD
(END) Dow Jones Newswires
April 16, 2021 02:00 ET (06:00 GMT)
Sherborne Investors (gue... (LSE:SIGC)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Sherborne Investors (gue... (LSE:SIGC)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
