DJ SDV 2025 ZDP PLC: Half-Yearly Results for the Six Months Ended 31 October 2022
SDV 2025 ZDP PLC (SDVP) SDV 2025 ZDP PLC: Half-Yearly Results for the Six Months Ended 31 October 2022 29-Nov-2022 / 12:11 GMT/BST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
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SDV 2025 ZDP plc
Half-Yearly Report
for the six months ended 31 October 2022
The Half-Yearly Report can be accessed via the Investment Manager's website at www.chelvertonam.com or by contacting the Company Secretary on 01245 398950.
This interim report should be read in conjunction with the Half-Yearly report of Chelverton UK Dividend Trust PLC ('SDV').
COMPANY SUMMARY
SDVP investment objective & policy
The objective of SDVP is to provide the final capital entitlement of the ZDP shares, of 133.18p per share, to the holders of the ZDP shares at the redemption date of 30 April 2025. The proceeds of the placing of the ZDP shares have been lent to SDV under a contribution agreement and the funds are managed in accordance with the investment policy of SDV, which is as follows (as extracted from the Annual Report of SDV):
-- The Company's assets comprise investments in equities in order to achieve its investment objectives. Itis the aim of the Company to provide both income and capital growth predominantly through investment in mid andsmaller capitalised UK companies admitted to the Official List of the UK Listing Authority and traded on the LondonStock Exchange Main Market or traded on AIM.
-- The Company will not invest in preference shares, loan stock or notes, convertible securities or fixedinterest securities or any similar securities convertible into shares; nor will it invest in the securities orother investment trusts or in unquoted companies.
SDVP has a capital structure comprising unlisted Ordinary shares and ZDP shares listed on the Official List and traded on the London Stock Exchange by way of a standard listing. SDVP is a wholly owned subsidiary of SDV which is a closed-ended investment company. On 8 January 2018, 10,977,747 ZDP shares were converted from SDVP at 100p per share, and 1,802,336 ZDP shares were placed at 100p per share and this raised a net total of GBP12.4 million. The expenses of the placing were borne by SDV. On 11 April 2018, SDVP placed an additional 1,419,917 ZDP shares at 103p per share and this raised a net total of GBP1.4 million. On 10 May 2018, SDVP placed an additional 100,000 ZDP shares at 104.5p per share and this raised a net total of GBP0.1 million. On 15 May 2018, SDVP placed an additional 200,000 ZDP shares at 104.25p per share and this raised a net total of GBP0.2 million. The expenses of the placing were borne by SDV.
A contribution agreement between SDV and SDVP has also been made whereby SDV will undertake to contribute sufficient to ensure that SDVP will have in aggregate sufficient assets on 30 April 2025 to satisfy the final capital entitlement of the ZDP shares of 133.18p per share, being GBP19,311,100 in total. This assumes that the parent company and the Company have sufficient assets as at 30 April 2025 to repay the ZDP shares. To this extent the Company is reliant upon the investment performance of the parent company and subject to the principal risks as set out in the Annual Report of SDV.
To protect the interests of ZDP Shareholders, the contribution agreement contains a restriction on the Group incurring any other borrowings (other than short-term indebtedness in the normal course of business, such as when settling share transactions) except where such borrowings are for the purpose of paying the final capital entitlement due to holders of ZDP shares.
Based on the value of the Group's assets as at 31 October 2022 they would have to fall at a rate of 69.87% per annum for the Company to be unable to meet the full capital repayment entitlements of the ZDP shares on the scheduled repayment date of 30 April 2025.
Registered in England No: 11031268
INTERIM MANAGEMENT REPORT
For details of the Group's activities, development and performance during the six months ended 31 October 2022 Shareholders should refer to the Half-Yearly Report of SDV, which can be found on the Investment Manager's website. www.chelvertonam.com or is available for inspection at the NSM, which is situated at https://data.fca.org.uk/#/nsm/ nationalstoragemechanism
David Horner
Chelverton Asset Management Limited
29 November 2022
PRINCIPAL RISKS
The principal risks facing the Company are substantially unchanged since the date of the Annual Report for the year ended 30 April 2022 and continue to be as set out on page 11 and 12 of SDV's Annual Report for the year ended 30 April 2022.
In addition, and due to the Company's dependence on SDV to repay the loan and provide a contribution to meet the capital entitlement of the ZDP Shareholders, the other risks faced by the Company are considered to be the same as for SDV. These are defined in note 21 of SDV's Annual Report for the year ended 30 April 2022 and include the following: market risk, market price risk, foreign currency risk, interest rate risk, credit risk and liquidity risk.
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF
THE HALF-YEARLY REPORT
We confirm that to the best of our knowledge:
-- the condensed set of financial statements has been prepared in compliance with the IAS34 'InterimFinancial Reporting' and gives a true and fair view of the assets, liabilities and financial position of theCompany; and
-- the interim management report and notes to the Half-Yearly Report include a fair view of the informationrequired by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of the important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last Annual Report that could do so.
This Half-Yearly Report was approved by the Board of Directors on 29 November 2022 and the above responsibility statement was signed on its behalf by Howard Myles, Chairman.
STATEMENT OF COMPREHENSIVE INCOME (unaudited)
for the six months ended 31 October 2022
Six months ended Year to
31 30
October 2022 April 2022 (audited)
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income - - - - - -
- 340 340 - 654 654
Provision for contribution from SDV regarding
the capital entitlement of the ZDP shares
Return before finance costs and taxation - 340 340 - 654 654
Appropriations in respect of ZDP shares - (340) (340) - (654) (654)
Net return after finance costs and before
taxation - - - -
- -
Taxation - - - - - -
Net return after taxation - - - - - -
Return per ZDP share (see note 3) - 2.34p 2.34p - 4.51p 4.51p
The total column of this statement is the Statement of Comprehensive Income of the Company, prepared in accordance with International Accounting Standards and in conformity with the requirements of the Companies Act 2006. The supplementary revenue and capital return columns are presented for information purposes as recommended by the Statement of Recommended Practice issued by the Association of Investment Companies ('AIC').
All items in the above statement derive from continuing operations.
Statement of Changes in Net Equity
for the six months ended 31 October 2022
Share Capital Total
Period ended 31 October 2022 GBP'000 GBP'000
1 May 2022 13 13
Total comprehensive income for the period - -
31 October 2022 13 13
Share Capital Total
Year ended 30 April 2022 (audited) GBP'000 GBP'000
1 May 2021 13 13
Total comprehensive income for the year - -
30 April 2022 13 13
BALANCE SHEET (unaudited)
as at 31 October 2022
31 October 2022 30 April 2022
GBP'000 GBP'000
(audited)
Non-current assets
Loans and receivables 17,526 17,186
Current assets
Trade and other receivables 13 13
Total assets 17,539 17,199
Non-current liabilities
ZDP shares (17,526) (17,186)
Net assets 13 13
Represented by:
Share capital 13 13
Equity Shareholders' funds 13 13
Net asset value per ZDP share (see note 4) 120.87p 118.52p
NOTES TO THE HALF-YEARLY REPORT
For the six months ended 31 October 2022 1. General information
The financial information contained in this Half-Yearly Report does not constitute statutory financial statements as defined in Section 434 of the Companies Act 2006. The statutory financial statements for the year ended 30 April 2022, which contained an unqualified auditors' report, have been lodged with the Registrar of Companies and did not contain a statement required under the Companies Act 2006. The financial statements of the Company have been prepared in accordance with International Accounting Standards and applicable requirements of UK company law and reflect the following policies which have been adopted and applied consistently.
The financial information of the Company for the period ended 31 October 2022 has also been consolidated into the results of SDV for the six months ended 31 October 2022.
This Half-Yearly Report has not been reviewed by the Company's Auditors.
This Half-Yearly Report has been prepared using accounting policies set out in note 2 of the Company's audited financial statements for the year ended 30 April 2022. 2. Taxation
There is no charge to United Kingdom income taxation as the Company does not have any income. There are no deferred tax assets in respect of unrelieved excess expenses as all expenses are borne by SDV.
3. Return per ZDP share
The capital return per ZDP share is based on appropriations of GBP340,000 (30 April 2022: GBP654,000) and on 14,500,000 (30 April 2022: 14,500,000) being the weighted average number of ZDP shares in issue during the period.
4. Net asset value per ZDP share
The net asset value per ZDP share is based on the net assets attributable of GBP17,526,000 (30 April 2022: GBP17,186,000) and on 14,500,000 (30 April 2022: 14,500,000) being the number of ZDP shares in issue during the period.
5. Going concern
The Company will fulfil its investment objective through the contribution agreement it has with SDV. The contribution from SDV will provide the capital entitlement of the ZDP Shareholders. The principal risk the Company faces, is therefore, that SDV would not have sufficient assets to repay the loan and to make a contribution to fulfil the amount of the capital entitlement due to the ZDP Shareholders. Covenants are in place between SDV and the Company that ensure that SDV will not undertake certain actions in relation to both itself and the Company.
Due to the Company's dependence on SDV to repay the loan and provide a contribution to meet the capital entitlement of the ZDP Shareholders, other risks faced by the Company are considered to be the same as for SDV and these are defined in note 21 of SDV's Annual Report.
SDV has considerable financial resources and therefore the Directors believe that the Company is well placed to manage its business risks and also believe that SDV will have sufficient resources to continue in operational existence for the foreseeable future. Accordingly, they have prepared this Half-Yearly Report on the going concern basis.
6. Related party transactions
There were no related party transactions in the period.
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ISIN: GB00BZ7MQD81 Category Code: IR TIDM: SDVP LEI Code: 213800KMX33J3VAJUU95 Sequence No.: 204865 EQS News ID: 1500671 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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(END) Dow Jones Newswires
November 29, 2022 07:11 ET (12:11 GMT)
