ODYSSEAN INVESTMENT TRUST PLC

(the "Company", the "Trust" or "OIT")

INTERIM REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2022

Odyssean Investment Trust PLC has today released its half-yearly report for the six months ended 30 September 2022.

The half-yearly report and other information will be available via www.oitplc.com

A copy of the half-yearly report will also be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Significant value opportunities in UK smaller companies

Highlights

·   NAV per share is at 149.8p from 164.0p; a change of (8.7%)

·   Net assets currently at £155.9m

·   Since IPO over four and half years ago the longer-term performance is strong with the NAV per share increasing by more than 52%

·   Performance loss of comparator index the NSCI ex IT plus AIM index was (18.5)%

·   Annualised ongoing charge of 1.44%

·   The trust's first realisation facility is coming up in the seventh year, starting 1 May 2024

·   Investment approach remains core to the private equity philosophy adopted - highly focused, long-term engaged 'ownership' style investment to public markets

Jane Tufnell

Chairman of Odyssean Investment Trust PLC (OIT)

"The performance of the Company is creditable against the broad peer group of UK smaller companies and underlying markets during a period of considerable market turmoil.

I am reassured at our longer performance, since launch the NAV per share has increased by more than 52%, during which time the relevant equity markets have made negligible progress. Our management team are navigating these markets and the vast majority of the growth in the Company since launch has been organic due to strong performance delivered by Stuart Widdowson and Ed Wielechowski.

The universe in which the OIT invests, UK smaller companies, is seeing significant absolute value opportunities as well as relative and absolute mispricing.

The numerous takeover approaches received, at very significant premia, demonstrates that Stuart and Ed can identify and execute investments in often illiquid companies at attractive valuations.

UK equities, especially UK smaller companies with substantial overseas operations, look inexpensive, even taking into account the prospect of some earnings weakness. Whilst neither the Board nor the Portfolio Manager wishes to see the investment universe shrink further nor UK quoted companies being bought on the cheap by opportunists, we both believe that in the absence of a re-rating back to typical levels, many look vulnerable to overseas predators."

Stuart Widdowson | Ed Wielechowski,

Portfolio Managers of Odyssean Investment Trust PLC (OIT)

"We believe that UK equities are being de-rated more acutely than other equity markets due to a number of factors including, but not limited to, political instability, domestic economic concerns and UK equities continuing to become a smaller part of the MSCI Global indices. Over the past few weeks, the nature of selling has changed, with share price behaviours indicating more forced selling of shares, regardless of fundamentals. We believe that such conditions are consistent with the last phases of a bear market, typically leading up to some capitulation - either an event or series of events. Once markets reset, they begin to climb the "wall of worry".

We remain extremely positive about the potential of the existing portfolio to generate attractive medium to long term returns via self-help and the scope for M&A. Moreover, returns which we think will continue to be differentiated compared with the archetypal "growth" or "value" investment products in our broader peer group. Sentiment will improve and our suspicion is that the latter part of 2022/early 2023 may end up being a "good vintage" for long term returns."

Financial Summary

Past performance is not a guide to future performance and may not be repeated. Capital at risk.

Press Enquiries

About Odyssean Investment Trust PLC

Odyssean Investment Trust PLC 'OIT' is a closed-ended investment trust that seeks to deliver attractive returns to its clients by investing in quality businesses and supporting them to deliver superior returns. To achieve this the Board has appointed Odyssean Capital LLP to manage the portfolio. OIT will remain a Small Registered UK AIFM, with Frostrow providing risk management support to the Board.

Odyssean Capital invests in a concentrated portfolio of well-researched smaller companies, typically too small for inclusion in the FTSE 250. Constructive corporate engagement is a key part of the Portfolio Manager's approach, drawing on the investment team's lengthy and successful track record in this area.  OIT has recently introduced formal ethical and sustainable investment restrictions, which augment our approach to engagement.

INVESTMENT OBJECTIVE

The investment objective of the Company is to achieve attractive total returns per share principally through capital growth over a long-term period.

INVESTMENT POLICY

The Company primarily invests in smaller company equities quoted on markets operated by the London Stock Exchange, where the Portfolio Manager believes the securities are trading below intrinsic value and where this value can be increased through strategic, operational, management and/or financial initiatives. Where the Company owns an influencing stake, it will engage with other stakeholders to help improve value. The Company may, at times, invest in securities quoted on other recognised exchanges and/or unquoted securities.

It is expected that the majority of the Portfolio by value will be invested in companies too small to be considered for inclusion in the FTSE 250 Index, although there are no specific restrictions on the market capitalisation of issuers into which the Company may invest.

The portfolio will typically consist of up to 25 holdings, with the top 10 holdings accounting for the majority of the Company's aggregate Net Asset Value ("NAV") across a range of industries. The Company will adhere to an exclusion-based investment approach to avoid investment in companies involved in activities the Company deems unethical and/or unsustainable.

The Company may hold cash in the Portfolio from time to time to maintain investment flexibility. There is no limit on the amount of cash which may be held by the Company from time to time.

Investment restrictions

-     No exposure to any investee company will exceed 15 per cent. of Net Asset Value at the time of investment.

-     The Company may invest up to 20 per cent. of Gross Assets at the time of investment in unquoted securities where the issuer has its principal place of business in the UK.

-     The Company may invest up to 20 per cent. of Gross Assets at the time of investment in quoted securities not traded on the London Stock Exchange.

-     The Company will not invest more than 10 per cent., in aggregate, of Gross Assets at the time of investment in other listed closed-end investment funds.

Ethical and sustainability investment restrictions

The Company will not invest¹ in companies which derive any revenue from, or are engaged in:

-     the production or direct distribution of pornography;

-     the manufacture, production or retail of controversial weapons2 (e.g. chemical, biological or nuclear weapons, cluster munitions, landmines), civilian firearms and ammunition;

-     the manufacture of alcohol and tobacco products;

-     the ownership or operation of gambling facilities;

-     sub-prime and/or predatory lending;

-     oil and gas production (both conventional and unconventional, including shale oil and gas, coal seam gas, coal bed methane, thermal coal, tar sands, Arctic onshore/ offshore deepwater, shallow water and other onshore/ offshore) and includes extraction and refining;

-     animal experimentation or animal testing, (a) where there is a proven alternative and/or where testing is not mandated by regulation; or (b) where there is no proven alternative and/ or the experimentation or testing is mandated by regulation, but where the investee company is not adhering to the "three Rs" ethics of Replacement, Reduction and Refinement.

The Company will not invest more than 10 per cent., in aggregate, of Gross Assets at the time of investment in companies involved in distributing, licensing, retailing or supplying tobacco and/or alcohol beverage products.

1       'The Company will base its analysis of an investee company's revenues and activities on publicly available information, and will exclude revenues and activities that are considered to be de-minimis, being those that represent less than 1% of the investee company's revenue.

2       Controversial weapons are those that have an indiscriminate and disproportional humanitarian impact on civilian populations, the effects of which can be felt long after military conflicts have ended.

Borrowings

The Company does not intend to incur borrowings for investment purposes, although the Company may, from time to time, utilise borrowings over the short term for working capital purposes up to 10 per cent. of Net Asset Value at the time of borrowing.

Derivatives and Hedging

The Company will not use derivatives for investment purposes. It is expected that the Company's assets will be predominantly denominated in Sterling and, as such, the Company does not intend to engage in hedging arrangements, however, the Company may do so if the Board deems it appropriate for efficient portfolio management purposes.

General

The Company will not be required to dispose of any asset or to rebalance the Portfolio as a result of a change in the respective valuations of its assets.

The Company intends to conduct its affairs so as to qualify as an investment trust for the purposes of section 1158 of the CTA 2010.

Any material change to the Company's investment policy set out above will require the approval of Shareholders by way of an ordinary resolution at a general meeting and the approval of the Financial Conduct Authority. Non-material changes to the investment policy may be approved by the Board.

FINANCIAL SUMMARY

*     Based on the weighted average number of shares in issue during the period.

**    Source: Bloomberg.

#    Alternative Performance Measure ("APM"). See glossary.

Past performance is not a guide to future performance.

CHAIRMAN'S STATEMENT

Introduction

I am pleased to present the Interim Report and Financial Statements for Odyssean Investment Trust PLC ("OIT" or the "Company") covering the period from 1 April 2022 to 30 September 2022.

Performance

I must apologise that the net assets of your Company decreased during the period under review by £1.9 million to £155.9 million, representing a fall of 1.2%. The net asset value per share ('NAV per share') fell further, by 8.7%. That said, the Company's performance is creditable against the broad peer group and underlying markets during a period of considerable market turmoil.

I am reassured at our longer performance, since launch your Company's NAV per share has increased by more than 52%, during which time the relevant equity markets have made negligible progress. Our management team are navigating these markets well and I am confident we will make money out of them but some short-term volatility has to be endured.

Discount and premium management

The share price has tracked in line with the NAV per share over the period, albeit with some minor volatility across the late summer. The Company's shares ended the period trading at a moderate premium to its NAV per share.

In response to buying demand over the period ended 30 September 2022, the Company issued a total of 7,797,000 ordinary shares at a premium to NAV, which meant that there was no dilution to existing shareholders. Of these 1,177,000 shares were issued to the Portfolio Manager and connected parties. Since the period-end and up to the date of this report, a further 3,545,000 shares have been issued at a premium to NAV.

It is pleasing to note that the Company's average discount since IPO over four and a half years ago has been no wider than 1%. The Board believes that the Company's strong absolute and relative rating is driven by a number of factors including good performance, a differentiated strategy, an effective communication with existing and potential investors, a clear discount control policy, a well-balanced register of long-term shareholders and features which align the interests of all stakeholders. Furthermore, the Company has a realisation facility coming up in the seventh year after initial admission, starting on 1 May 2024. As it draws nearer, this realisation opportunity should anchor our shares around NAV.

Dividend

The Directors expect that returns for shareholders will be driven primarily by capital growth of the shares rather than dividend income. No interim dividend will be paid for the period ended 30 September 2022.

Portfolio Manager

As shareholders have read in the last annual report, the Portfolio Manager was paid a performance fee of £2.346 million in respect of the NAV's outperformance over the hurdle set by the Board. In the period under review the Portfolio Manager has fulfilled its obligation to re-invest 50% of the proceeds from the performance fee earned for the year ended 31 March 2022. These shares were purchased in the market as well as via some of the tap issuance during the summer. This provides continued alignment of interests with the Company's shareholders for the long term.

Growth of the Company

The vast majority of the growth in the Company since launch has been organic due to strong performance delivered by the Portfolio Manager. However as previously mentioned the Company has also taken the opportunity to issue new shares at a premium to net asset value.

The Board believes that the growth in the Company provides a number of benefits to shareholders including greater liquidity in the shares and a lower ongoing fees ratio as the fixed costs of the Company are spread over a larger asset base. The Board is also of the view that investors typically prefer to invest in larger more liquid trusts and hence further growth in the Company's assets is likely to widen the universe of potential shareholders, stimulating more demand and liquidity, which ultimately should lead to less discount volatility. The Board will continue to look for opportunities to grow the Company through issuance or other strategic initiatives, where possible.

Outlook

At the time of preparation, sentiment is erratic and there is immense pricing flux in many asset classes. The universe in which the Company invests, UK smaller companies, is seeing significant absolute value opportunities as well as relative and absolute mispricing.

The Board believes that investing in this market via a closed ended fund managed in a distinctive and effective way by an experienced portfolio manager is an attractive proposition.

The numerous takeover approaches received by the Company's portfolio, at very significant premia, demonstrates that the Portfolio Manager can identify and execute investments in often illiquid companies at attractive valuations.

UK equities, especially UK smaller companies with substantial overseas operations, look inexpensive, even taking into account the prospect of some earnings weakness. Whilst neither the Board nor the Portfolio Manager wishes to see the investment universe shrink further nor UK quoted companies being bought on the cheap by opportunists, we both believe that in the absence of a re-rating back to typical levels, many look vulnerable to overseas predators.

As liquidity has allowed, the Portfolio Manager continues to adapt the shape of the portfolio with an aim to maximise medium to long term returns without taking on too much risk, balancing defensive and structural growth with cyclicality.

Quite often markets reach their lowest point prior to the trough in economic or company performance. The Board shares the Portfolio Manager's view that notwithstanding short-term volatility and further potential short-term weakness, above trend long-term future returns are likely from this point.

Shortly before signing off this report Devro plc has announced a recommended all-cash bid at a 65% premium. Assuming the deal completes it would mark the 8th portfolio company that has been taken over in the last three years, at an average premium of more than 50%, and the third over the past twelve months. On the same day one of OIT's largest investments, Curtis Banks, announced that it had received an approach which may or may not move forward. These events are further validation of the Portfolio Manager's differentiated investment approach and the underlying value potential in the Company's portfolio.

We are grateful for the ongoing support shown by shareholders during the period.

Jane Tufnell

Chairman

30 November 2022

PORTFOLIO MANAGER'S REPORT

Details of the Portfolio Manager

The Company's Portfolio Manager is Odyssean Capital LLP.

The Portfolio Manager was founded in 2017 by Stuart Widdowson and Harwood Capital Management Limited, an independently owned investment group, and is jointly owned by both parties. The Chairman of Odyssean Capital LLP is Ian Armitage, former CEO and Chairman of HgCapital.

The Portfolio Manager's investment team, Stuart Widdowson and Ed Wielechowski, identify and undertake research on potential investee companies as well as managing the portfolio. They draw on the experience of a three-strong Panel of Advisors, who have run and invested in multiple quoted and unquoted smaller companies. In addition, the investment team draws on the expertise and experience of Mr Armitage and Mr Christopher Mills, who sits on Odyssean Capital's Board as a Non-Executive Director. Mr Armitage and Mr Mills have more than 85 years' combined investment experience in quoted and unquoted smaller companies.

Stuart Widdowson, Fund Manager

Stuart has spent the last 22 years investing in public and private UK small and mid-size corporates and a further two years providing investment advisory services in the same field.

Prior to founding the Portfolio Manager, Stuart was at GVQ Investment Management ("GVQ"), where he held the position of fund manager and head of strategic investments for more than seven years. During his time at GVQ, Stuart led the transformation of the performance of Strategic Equity Capital plc ("SEC") and significantly improved shareholder value. Stuart led SEC to win several industry awards and was recognised as Fund Manager of the Year at both the PLC and QCA awards in 2015.

Stuart began his career as a strategy consultant undertaking commercial due diligence and strategy projects for private equity and corporate clients. In 2001, he joined HgCapital and spent five years working on small and mid-cap leveraged buyouts in the UK and Germany. During this time, he worked on a number of public to private transactions of UK quoted companies.

Ed Wielechowski, Fund Manager

Ed joined the Portfolio Manager in December 2017 as a Fund Manager.

Prior to joining Odyssean, Ed was a Principal in the technology team at HgCapital. He joined HgCapital in 2006 and worked on numerous completed deals, including multiple bolt-on transactions made by portfolio companies. He has additional quoted market experience, having led the successful IPO of Manx Telecom plc in 2014, as well as having evaluated and executed public to private transactions. Ed started his career as an analyst in the UK mergers and acquisitions department of JPMorgan in 2004.

The investment approach

Our investment approach applies the core elements of the private equity investment philosophy - highly focused, long-term, engaged 'ownership' style investment - to public markets. We believe that this approach creates a portfolio unlike that of many typical public equity funds and that, when well executed, can offer attractive, differentiated, risk‑adjusted returns.

-     Highly concentrated portfolio: We look to build a highly concentrated portfolio of no more than 25 investee companies where we carry out intensive diligence, only investing in our highest conviction ideas.

-     Narrow focus: We are focused on smaller companies typically too small for inclusion in the FTSE 250 index. We believe this market is less efficient, offering more opportunities to find mis-pricings. Further, we believe the best investment decisions are made from a base of knowledge and experience, and we will make the majority of investments in industry sectors that we and our advisors, know well (TMT, Services, Industrials and Healthcare).

-     Targeting long-term holding periods: We will evaluate each investment opportunity over a 3 to 5-year investment horizon. We have structured our business to reflect this belief and do not intend to run any capital which is redeemable over short time periods. To think like an 'owner' of a business we believe your capital should behave like one too.

-     Engaged investment style: We are engaged investors. We like investing in companies which, whilst good, are underperforming their potential and where we see the opportunity for constructive corporate engagement to unlock improved sustainable returns for all stakeholders.

The Company's investment objective is to deliver long term capital growth rather than outperform a specific index. Our differentiated investment approach, allied with our sector focus and the recently revised investment restrictions approved in January 2021, is likely to lead to periods of NAV per share performance materially different to those of the broader market. We fully anticipate this potential short-term performance variance and will focus on comparative investment performance on a rolling three-year basis.

The absolute return mentality of the strategy, allied with the desire to avoid being a forced seller, may lead to net cash balances being held over the long-term. We anticipate a core range of 5-15% over the long term. Net cash balances will not be used as an attempt to market time, but to enable us to invest where blocks of stock are available rather than being required to sell a less liquid holding on short notice.

Implementing the investment strategy

There are three key factors we look for when we analyse a potential investment;

1)     a valuation opportunity;

2)     in a higher-quality company; and

3)     with improvement potential.

Our view is that buying at a fair price and supporting improved performance generates capital growth, while our quality filters mitigate losses in the event of unexpected headwinds.

Valuation

We look for two valuation factors in every investment. Firstly, what we refer to as "static valuation" - does the company trade at a discount to its current value? This is not only judged by traditional public market ratios. We also seek to model every company through the lens of a private equity buyer (of which we have considerable experience) as well as evaluating its attractiveness to strategic trade buyers.

Secondly, we are looking for companies which can grow their value over time - "dynamic valuation". We particularly look for situations where there are multiple, independent drivers of value creation present, and where management actions can unlock these. We believe seeking multiple value drivers makes an investment case more secure and less exposed to single areas of uncertainty or misjudgement.

Quality

We assess every potential investment against qualitative and quantitative quality criteria. The quality assessment is important to mitigate the risk of permanent capital destruction from investments which fail to achieve their value potential. In our experience, higher quality companies are more likely to maintain a minimum value through difficult times and are more able to attract high calibre management teams to rectify underperformance.

Improvement potential and engagement

We particularly like companies that are in some way underperforming relative to their potential, and where the current valuation does not price in the potential for improvement. Once invested, constructive corporate engagement can help to unlock value. Our mantra is to buy good businesses and sell excellent businesses. The spectrum of areas which can be improved is broad and includes operating performance, asset utilisation, overly complex business structures/organisation, strategic direction, poor M&A, investor relations, and governance and pay.

ESG in our investment process

We have historically focused on evaluating and engaging on corporate governance ("G") and financial performance as part of our investment process.

In January 2021, shareholders approved a change in the investment policy of the Company to implement negative screening of certain investments, deemed unethical and or involved in activities which were deemed unsustainable. These restrictions augment our approach to corporate engagement and provide clarity and certainty to investors and largely formalises the approach we have taken since we launched.

Our partnership with the specialist ESG data provider for smaller quoted companies, announced in December 2020, has enabled us to analyse all our portfolio companies ESG performance. Many of these companies are too small to have attracted ratings from the major ESG rating agencies. As at the time of preparation, we have shared these reports with each of our portfolio companies.

This is in line with a pragmatic approach to environmental and social engagement given the more resource‑constrained nature of smaller quoted companies. Our focus is on how boards approach sustainability, where the scope for improvement is, how progress is evaluated and how it is reported to investors. Our belief is that performing ahead of peers and market expectations on ESG should attract new shareholders, a higher rating and a lower cost of equity, all things which will drive enhanced returns and benefit the Company's shareholders.

Progress and performance in the period

The six months ending September 2022 represented a disappointing period for equity investors, particularly those investing in small and mid cap UK equities. The indices representing these parts of the market peaked in early September 2021 and have fallen by c.30% easily meeting the criteria for a bear market.

During the period markets were volatile, with several rallies followed by further falls. There was much for investors to contend with at both a stock level, and at a market level. Political instability in the UK, emergency interventions by the Bank of England to help settle the pensions market, the ongoing war in Ukraine, the gas supply crisis in Europe and the swift interest rate rises combined with Quantitative Tightening by the Federal Reserve. The overriding theme for investors is a dawning realisation that the years of "cheap" money to speculate with are gone, which is leading to hot money leaving riskier assets.

In such uncertain times it is typical for the US$ to strengthen against most currencies, as investors are seeking safety. This time investors are also being attracted by the higher yields on US debt given the rises in US interest rates. Sterling fell c.15% against the US$ over the period, briefly touching the lowest exchange rate since the 1980s.

The Company's net asset value (NAV) per share fell 8.7% in the period, which whilst disappointing, was creditable given the much larger 18.5% fall in the NSCI & AIM index, which we use as a comparator. The relatively stronger performance by the Company was also in spite of not owning banks and utilities, which were the only sectors to generate positive returns during the period.

Once again AIM stocks underperformed both full list small and mid-cap indices, falling 22.0% over the period, as AIM stocks continue the de-rating from their all time highs in May 2021.

The top five positive contributors to performance were Euromoney, NCC, Wilmington, Curtis and Chemring.

Euromoney received a bid approach from a consortium of Astorg and Epiris, well regarded mid market private equity investors. Immediately prior to the bid Euromoney was the second largest investment in the portfolio, and a position we had doubled at 912p in January 2022. The recommended bid was at 1,481p. Due to the long period to completion and our view of a low chance of an interloper, we sold the shares into the market, achieving a final exit of 1.5x cash and 50% IRR. Our initial investment thesis was underpinned by our view that the market failed to appreciate the hidden value within the disparate group of Euromoney businesses. We were particularly of the view that the group's high quality price-reporting-agency business 'FastMarkets' was a highly valuable asset and our investments in the shares were made at a significant discount to our view of a fair 'sum-of-the-parts' value for the group. It is pleasing to see our thesis borne out, with the private equity consortium unusually planning to separate FastMarkets out from the rest of Euromoney as part of the transaction. It is rewarding to see further validation of our investment approach's ability to identify value overlooked by the wider market.

When we launched OIT we believed that significant mispricing was most evident in companies with market capitalisations of less than £500m. The case study of Euromoney has shown that such mispricings are also present in smaller constituents of the FTSE 250. Whilst we have no intention of becoming a mid cap investor, our experience and record shows that the approach can work well in companies with market caps approaching £1bn.

NCC delivered a positive year end trading update in May 2022 and record final results in September 2022. In May NCC also announced a CEO change, seemingly with the profile of CEO changing more from a "fixer" to a "grower", reflective of NCC's transformation and restructuring of the last three years. The shares have performed well since April, reflective of under valuation and improving prospects.

Wilmington's shares continued to recover in tandem with the return of physical B2B events following Covid shutdowns. In addition, its non-events businesses focused on providing training and data for the Governance, Risk and Compliance markets, experienced improved growth rates as the group continues to benefit from management investment in its operating platform.

Curtis Banks announced various board changes in May 2022 alongside its AGM, as well as satisfactory interim results in September 2022. Given its business model, it is a beneficiary of rising interest rates. The new Chairman is a change agent, highly incentivised to maximise shareholder value, focused on all aspects of strategy, operational performance and people.

Chemring's shares were resilient in the period, reflecting its stable sales base of defence related products and cyber security services. The company also benefitted from improving investor interest with the prospect of growing government focus on security in light of rising geo-political tensions

The bulk of the negative contributors during the period were the more cyclical industrial companies, Xaar, Elementis, Dialight and Flowtech.

Xaar's shares gave up some of the strong performance of the previous period. The company's new product launches are on track. However, despite maintaining FY 2022 estimates (in spite of weaknesses in China due to ongoing covid lockdowns) the management team has downgraded sales and profits slightly for 2023 as they plan to undertake a factory re-organisation to implement lean manufacturing. We continue to believe that this is a 5 year investment story from here and short term trading has limited impact on the prospects for capital returns from this point.

Elementis and Dialight both released encouraging interim statements holding or upgrading estimates. Both have some risk of demand softening in a downturn, but in our view both also have scope to perform better than pessimists believe. At the end of the period, they were both trading on EV/Sales ratios of 50% of their long term (10 year) averages; further, Dialight's shares were trading at 50% of the average price to book value of the last decade; Elementis' shares were trading at less than 35% of the long term price to book ratio. Simply put, sentiment towards these companies is extremely negative irrespective of their recent trading performance.

Flowtech delivered in line interim results. The shares were sold off on low volumes during the weak markets in September. The group continues to execute well on its self help action around margin and working capital efficiency as well as a revitalised e-commerce platform. The greater quality of the group given these actions remains overlooked by markets.

Benchmark, the specialist aquaculture product and services business, was the fifth largest negative contributor in the period. Recent financial performance has been encouraging, albeit the modification to a less capital intensive business model for its next generation sea lice treatment "Cleantreat" has led to slightly lower sales expectations in the short term. This reflects a strategic change to give up low margin pass through revenue in return for a lower capex spend - the product appears to continue to be well received by customers and gaining traction in the market.

The portfolio was on average 94% invested across the period. Net cash began the period at 1.6% and ended the period at 6.5%. The portfolio consisted of 18 holdings as at the end of September 2022.

Portfolio development

The continuing elevated level of market volatility alongside M&A activity in the portfolio, led to higher than anticipated portfolio turnover in the period.

In total c.£38.3m was invested across the period into stock purchases. Five new positions were initiated in the period for a combined investment of c.£24.8m. Of the new names in the portfolio Ascential is a top 10 position, the other new positions are outside the top 10 but have scope to scale further. The remaining £13.5m investment went into existing positions including Spire, Xaar, Elementis and RWS. In each case we felt that falls in their respective shares reflected unduly pessimistic mid-term market expectations for what remain strong businesses with significant self-help potential.

Given the current investment environment, alongside our focus on quality, valuation and self-help, we have been mindful to balance three aspects of the portfolio - undervalued cyclical assets, reasonably priced structural growth companies, and maintaining firepower with respect of a net cash balance. The nature of investing through bear markets is that any investment can be wrong in the short term. However given the poor liquidity of some of our investee companies, it is often impossible to buy in size once the market has bottomed out. As a result some purchases have been made in the awareness that prices might fall a little further before they rise again, but that on our investment horizon of 3-5 years, the future returns might look very attractive from the purchase point.

Through the period we realised £33.9m from stock sales, with two positions fully exited raising £24.6m, and partial realisations raising a further £9.3m. £22.3m of the realisation proceeds were from the takeover of Euromoney.

Of the stock sales from existing names, we have taken profits on those which have performed well and where valuations have exceeded our view of current fair value. This has been particularly the case in profits we have taken from our investment in Chemring which peaked briefly at over 12% of the NAV in Q1 2022. The shares have been a beneficiary of the ongoing, war in Ukraine and resultant expectations of rising defence spending. Much of the self-help we identified when we invested in 2018 has been delivered, the shares have re-rated and as a result the returns from this point are more dependent on sales growth alone, with limited re-rating potential. We have recycled realised capital into the new investments described above which we believe offer a more blended investment case across sales growth, margin improvement, free cash generation and re-rating potential.

We have continued to actively engage with portfolio company stakeholders where appropriate in order to drive value and are pleased to see progress being made.

Portfolio detail

At the end of the period under review, the portfolio comprised 18 companies. During the period five new positions were initiated and two positions fully exited as detailed above.

Key updates through the period for the largest ten positions (accounting for 72% of net asset value) are detailed below:

ELEMENTIS

% NAV: 12%

Sector: Industrials

Leading producer of specialty chemicals focused on personal care, talc and coatings markets.

Elementis posted a strong set of interim results in August, with full year expected "towards the top end of consensus expectations". There were upgrades in US$ terms. The group continues to demonstrate the robust delivery seen through FY21 with strong performance in its Coatings and Personal Care divisions offset by weaker performance in the Talc division which has exposure to European Auto production volumes. Particularly pleasing was further evidence that the group is delivering price rises which are more than recovering input cost inflation. We continue to see significant value in Elementis, despite possible macro headwinds. Near term the group is executing well on self help cost and revenue actions and its evidenced pricing power demonstrates the strength of its position in the supply chain and its strong competitive position.

NCC GROUP

% NAV: 10%

Sector: TMT

Leading independent provider of software escrow services and cyber security consulting provided through the Assurance division.

NCC's record full year results released in September were ahead of expectations, with revenues up 16% (10% of which was organic) with both the Assurance and Escrow businesses growing. Margins and cash conversion were also strong with the group continuing to navigate inflationary challenges well. We are excited by the growth prospects for NCC in the cyber consulting market. This market benefits from long term secular growth drivers potentially insulating it from any wider economic volatility. We welcome the recent change of CEO at NCC and see this as a key step to the group maximising its growth potential in its attractive markets.

CURTIS BANKS

% NAV: 9%

Sector: Financial Services

Leading provider of SIPP administration services

Curtis Banks's interim results in September where broadly in-line with expectations with SIPP fee income stable and strong interest income offsetting some weakness in fintech revenues. Going forward we see Curtis Banks as a significant beneficiary of a rising rate environment, with this supporting earnings progression in the coming year. On an operational level, the key developments at Curtis have been the board changes seeing new Chairman and NED joining in May and the more recent departure of the CEO. We see all these changes as catalysing a period of improved shareholder returns.

XAAR

% NAV: 8%

Sector: Industrials

Leading independent designer and manufacturer of industrial inkjet print heads

Xaar released an interim trading update in September showing strong progress in revenues (up 14%) and improving profitability. Operationally the group continues to progress; the refresh of the group's go-to-market approach is driving a recovery in market share in its heritage ceramics and glass markets, the pipeline of new products is progressing to plan with the potential to grow the size of the markets addressable by the group, and most recently management have identified significant further potential exists to better utilises the group's manufacturing footprint through the application of lean manufacturing processes. Whilst the lock downs in China have been a headwind, the management actions have the potential to generate exciting returns for shareholders over the next three to five years.

FLOWTECH FLUIDPOWER

% NAV: 7%

Sector: Services

Leading UK distributor of hydraulic and pneumatic components.

In August Flowtech released an interim trading update that showed profit coming in ahead of expectations driven by efficiency gains, with revenues slightly below expectations with slight underperformance in volumes (despite market share gains) partly offset by price rises. The group has demonstrated an ability to offset inflation through price rises and cost reduction and is confident of this trend continuing going forward. The group's new transactional website has now gone live, with early signs demonstrating success in increasing traffic. This is an exciting potential tool to support the group in gaining share regardless of the wider environment, whilst also driving efficiencies as the group targets a return to double digit margins. We note the acquisition of smaller peer R&G Fluidpower by Diploma during the period - the reported multiple of c.1.5x EV/Sales suggests significant value to trade buyers of businesses such as Flowtech.

WILMINGTON PLC

% NAV: 7%

Sector: TMT

B2B information, training and media provider focused on the compliance, healthcare and professional business markets.

Wilmington continued its run of strong performance with a positive full year trading update that showed resilient underlying growth with revenues up 5% excluding events, and up 13% including the covid bounce-back in in-person events. Profitability and cash flow were both also strong. This update continues a recent theme from Wilmington of over delivering against expectations, reflecting the strong operating platform which has been built by the new team over the past 3 years. The group's rating is undemanding and the strong balance sheet now gives the proven management team some firepower for acquisitions, in a period where target company ratings are likely to be more affordable.

SPIRE HEALTHCARE

% NAV: 6%

Sector: Healthcare

Leading provider of private hospitals in the UK

Spire released a solid set of interim results demonstrating strong private and PMI demand with performance in-line with expectations despite higher-than-expected covid costs arising through the mini peak in cases seen in the UK summer. The group has successfully offset inflationary costs through price rises and efficiencies.

Full year guidance was maintained with Spire well placed in a strong demand environment (given NHS waiting lists) and there are a number of further efficiency programmes underway to deliver material cost savings. Beyond this, we are buoyed by the confidence management have shown in setting out clear mid term targets and their ambitions to develop revenue streams beyond hospitals in less capital-intensive areas such as primary care and diagnostic centres. We are positive on the number of potential growth areas now open to the group.

RWS

% NAV: 5%

Sector: Healthcare

Leading global provider of language services, translation software and intellectual property services

RWS has seen a mixed period. In April the group announced it had received an initial approach from Baring Private Equity Asia, ultimately no formal bid was forth coming but this furthers our conviction that there is significant overlooked value in the group. The interim results later in the period were broadly in-line, showing the expected slowdown in organic revenue growth as the impact of EU patent law changes wash through demand for the group's IP services. Broadly these results mark the start of the strategic shift announced by the new management team, with increased investment in the near-term in product, sales and operational efficiency to drive future earnings growth. We think these steps are sensible and view the current level of shares as missing the fundamental quality of the business and the mid-term ambitions of management.

DIALIGHT

% NAV: 4%

Sector: Industrials

Designer and manufacturer of LED lighting solutions primarily sold into hazardous industrial environments

Dialight has continued to deliver through the period, with interim results showing revenues up 27% with growth of 33% in the core lighting segment (which was pleasingly driven by both MRO and capex driven projects). Looking forward, the orderbook remains strong and Dialight is well placed with its low energy LED lighting solutions offering even more compelling returns to customers in an environment where energy prices are high and front of mind. We believe that the shares are trading at a substantial discount to the value that larger peers might ascribe to it.

New Top 10 Position

ASCENTIAL

% NAV: 4%

Sector: TMT

Provider of B2B data, events and digital commerce support platforms

Ascential is a new disclosable top ten position initiated in the period. The group is a global B2B media services business with leading positions in a number of niche segments of the exhibitions and B2B data landscape. Key activities of the group can be split into 3 main areas: i) WGSN, a subscription B2B data business focused on trend forecasting; ii) Leading industry events in Money 20/20 and Cannes Lions; and iii) Digital Commerce - a collection of B2B data businesses aimed at helping consumer businesses manage their activities on ecommerce marketplaces. The group has seen a sharp drop in shares through 2022 as part of the wider market sell-off exacerbated by a poorly received interim trading update which, whilst in-line overall, showed more investment in the Digital Commerce division than the market expected raising questions about future divisional profitability.

We believe the selloff in shares leaves the business significantly undervalued, with the high growth Digital Commerce business having the potential to generate high margins and significant value over time and with this potential being effectively overlooked by the market. We see the group as well placed to weather any possible slow down in consumer spending with high quality predictable revenue streams and multiple routes to drive value from current levels. Much of the profits are generated in US$ which provides a significant tailwind. It is possible that technical factors regarding outflows from the shareholder base are impacting market sentiment negatively and more acutely than other shares we own.

The remaining eight investments represent up to 4% of NAV each. They are weighted towards our core focus sectors and include positions with the potential to scale as liquidity and due diligence allows

Outlook

At the time of preparation, there is considerable uncertainty in global and national financial markets, across many asset classes. There is a sense of foreboding that due to inflation, energy supply issues and rising interest rates, many countries are facing a recession. Individuals and corporates are experiencing rapid changes in interest rate expectations, driven by uncertainties in the bond market as central banks raise rates to attempt to control inflation.

We believe that UK equities are being de-rated more acutely than other equity markets due to a number of factors including, but not limited to, political instability, domestic economic concerns and UK equities continuing to become a smaller part of the MSCI Global indices. Over the past few weeks, the nature of selling has changed, with share price behaviours indicating more forced selling of shares, regardless of fundamentals. We believe that such conditions are consistent with the last phases of a bear market, typically leading up to some capitulation - either an event or series of events. Once markets reset, they begin to climb the "wall of worry".

Given we have combined some 34 years direct investment experience in smaller companies, we have worked through some difficult times before, including the dot com boom and bust, the Global Financial Crisis and more recently COVID. We are fortunate to be supported by Ian, the chairman of our management company, who also sits on our research committee, and Christopher, our JV partner. Their experience of market turmoil extends back to the mid 1970s. In addition, we can also draw upon the incremental experience of our panel of advisers, one of whom was in general management roles in international business from the 1970s and through the dot com boom. The insights provided by these advisers and non-executives form a key part of our asset selection and portfolio management.

With markets difficult but inexpensive, our objective is to balance portfolio resilience against capitalising on investment opportunities which have the potential to materially exceed our through-the-cycle return targets over the medium to long term, but where there may be some short term downside.

There are two important considerations we keep in mind. Firstly, share prices tend to be a lead indicator of performance - i.e. they will rally as sentiment changes, even if it takes some months for published data to turn positive. Secondly, where liquidity is challenging (e.g. in smaller companies) institutional investors are often unable to trade in any volumes even when markets are extremely depressed. As a result, it can be necessary sometimes to drip buying into a market even though you might perceive there to be some more downside in the short term, but on the basis that the long term returns look strong, and buying in size after the market has turned is nigh-on impossible.

We continue to maintain a balanced portfolio of what we believe to be attractively priced structural growth companies, alongside some more cyclical companies which offer meaningful self-help potential. Whilst there is obvious value across many equities in our universe, we remain highly selective on what we will invest in. Just buying "any old" cheap company is not a guarantee of making money, if you are reliant solely on sentiment improving or a "reversion to mean" of a valuation.

We continue to seek out companies offering self-help and special situations where there are no poison pills, and whose shares we believe trade on a highly attractive valuation today compared with precedent transactions in its sector. Market leadership of portfolio companies is also a critical factor in the quality part of our selection process - it is our strong belief that market leaders typically grow market share and weather the storm better during periods of turmoil. Provided they are well placed in their supply chains they tend to be more effective at maintaining profit margins.

Self-help opportunities allow management teams to create or defend shareholder value through their actions. We believe that these "levers" of self-help allow for a company's earnings to be defended and potentially assets be redeployed to strengthen balance sheets or improve return on capital employed. We have a high degree of confidence that all of our cyclical holdings have this self-help potential, but in many cases we do not perceive that their share prices reflect this potential upside. As market sentiment improves, we believe that, subject to management teams delivering the self-help, the share prices of these companies have the potential to deliver double upside of both improved general sentiment and stock specific sentiment. In the event sentiment remains subdued for a while, the self-help provides the potential for positive returns.

Whilst the NAV per share progression since launch has benefitted from numerous bids for portfolio companies, it has not been the primary driver of returns, nor a stated objective to pick bid targets. Bids are an outcome of our process and typically either accelerate returns where companies are performing well, or offer a back-stop or parachute when our investment thesis might have been impaired in some way. That said, where we have invested in very illiquid companies, where there is no scope for the company to grow into a FTSE 250 company, our expectation is that the most likely exit is a takeover. In such circumstances we ensure that the interests of our clients are tightly aligned with all of the other stakeholders of the portfolio company.

Many people perceive UK Small Companies to be domestically focused. However the portfolio as a whole generates close to 2/3 of revenues from outside the UK. The disdain for UK has led to UK quoted companies often trading at much lower ratings than their international peers. To date, the majority of the bids for our portfolio companies have been from overseas buyers. Unless sentiment towards UK equities relative to other global equities improves, it's inevitable that there will be more bids for the types of companies we own.

The closed-ended nature of OIT gives us a real competitive advantage in investing in these markets. We are not worrying about having to sell holdings we don't want to on a daily basis to satisfy redemptions, instead we can focus on and cope with buying less liquid investments at really attractive valuations (of which there are many) and take a genuinely long term view. This stability of ownership also allows us to engage constructively with the portfolio company stakeholders and help make positive self-help and change happen.

We remain extremely positive about the potential of the existing portfolio to generate attractive medium to long term returns via self help and the scope for M&A. Moreover, returns which we think will continue to be differentiated compared with the archetypal "growth" or "value" investment products in our broader peer group. Sentiment will improve and our suspicion is that the latter part of 2022/early 2023 may end up being a "good vintage" for long term returns.

We would like to thank all of the shareholders for their ongoing support, particularly during such challenging times.

Stuart Widdowson | Ed Wielechowski

Portfolio Managers

Odyssean Capital LLP

30 November 2022

PORTFOLIO OF INVESTMENTS

as at 30 September 2022

*     Other equity investments include eight investments, each representing between c.1% and 4% of NAV. These are spread across our core focus sectors and all offer scope to scale, subject to further due diligence and pricing remaining attractive.

DISTRIBUTION OF INVESTMENTS

as at 30 September 2022

Portfolio holdings
(% of net assets)

Sector exposure
(% of net assets)

Geographical revenue exposure
(% of invested capital)

Market capitalisation
(% of invested capital)

INTERIM MANAGEMENT REPORT AND STATEMENT OF DIRECTORS' RESPONSIBILITIES

Interim management report

The important events that have occurred during the period under review, the key factors influencing the financial statements and the principal factors that could impact the remaining six months of the financial year are set out in the Chairman's statement and the Portfolio Manager's report.

Principal Risks and Uncertainties

The principal risks and uncertainties associated with the Company are set out on pages 38 to 43 of the Annual Report and Accounts for the year ended 31 March 2022, which is published on the Company's website. Such risks and uncertainties are as applicable for the remaining six months of the Company's financial year as they have been for the period under review. The risks can be summarised under the following headings: investment performance not being comparable to the expectations of investors, share price performance, loss of personnel or reputation of the Portfolio Manager, material changes within the Portfolio Manager's organisation, valuation of unquoted investments, reliance on the performance of third-party service providers, global risk, UK regulatory and legal risk, governance risk, ESG and climate change risk, market risks (including market price risk, currency risk and interest rate risk), liquidity risk and credit risk.

The Board notes that equity markets experienced volatility during the period due to uncertainties linked to the impact of inflation, the potential for stagflation, the prospect of a recession, the pace at which interest rates will rise, allied with geopolitical risk from the Russian incursion into Ukraine and ongoing Covid-19 outbreaks. The Directors have considered the impact of the continued uncertainty on the Company's financial position and, based on the information available to them at the date of this report, have concluded that no adjustments are required to the accounts as at 30 September 2022. Developments continue to be closely monitored by the Board.

Related Party Transactions

During the first six months of the current financial year no material transactions with related parties other than those set out in the notes to the financial statements have taken place which have affected the financial position of the performance of the Company.

Going concern

The Directors believe, having considered the Company's investment objectives, risk management policies, capital management policies and procedures, nature of the portfolio and expenditure projections, that the Company has adequate resources, an appropriate financial structure and suitable management arrangements in place to continue in operational existence for the foreseeable future and, more specifically, that there are no material uncertainties relating to the Company that would prevent its ability to continue in such operational existence for at least twelve months from the date of the approval of this Interim Report. For these reasons, they consider there is reasonable evidence to continue to adopt the going concern basis in preparing the accounts.

Responsibility statement

The Directors confirm that to the best of their knowledge:

-     the condensed set of financial statements contained within the Half Year Report has been prepared in accordance with International Accounting Standard ("IAS") 34, 'Interim Financial Reporting';

-     the Half Year Report and condensed financial statements give a true and fair view of the assets, liabilities, financial position and return of the Company; and

-     the Interim Management Report includes a fair review of the information required by:

a)     DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of 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 Guidance 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 that could do so.

The Half Year Report has not been reviewed or audited by the Company's Auditors.

This Half Year Report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the date of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

For and on behalf of the Board

Jane Tufnell

Chairman

30 November 2022

CONDENSED INCOME STATEMENT

for the six months ended 30 September 2022

The total column of the statement is the Income Statement of the Company prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom. The supplementary revenue and capital columns are presented for information purposes as recommended by the Statement of Recommended Practice ("SORP") issued by the AIC.

All items in the above Statement derive from continuing operations. No operations were acquired or discontinued during the period.

There is no other comprehensive income, and therefore the profit for the period after tax is also the total comprehensive income for the period.

The notes form part of these financial statements.

CONDENSED STATEMENT OF CHANGES IN EQUITY

for the six months ended 30 September 2022

The notes form part of these financial statements.

CONDENSED BALANCE SHEET

as at 30 September 2022

The notes form part of these financial statements.

CONDENSED CASH FLOW STATEMENT

for the six months ended 30 September 2022

The notes form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 September 2022 (unaudited)

1. General information

Odyssean Investment Trust PLC is a listed public limited company incorporated in England and Wales. The registered office of the Company is 25 Southampton Buildings, London WC2A 1AL.

2. Accounting policies

a)    Basis of preparation/statement of compliance

The interim financial information covers the period from 1 April 2022 to 30 September 2022 and has been prepared in accordance with IAS 34, 'Interim Financial Reporting'.

The Company's annual financial statements for the year ended 31 March 2022 were prepared in conformity with IFRS as adopted by the United Kingdom, which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB"), and as applied in accordance with the SORP for the financial statements of investment trust companies and venture capital trusts, except to any extent where it is not consistent with the requirements of IFRS.

The accounting policies used by the Company followed in these half-year financial statements are consistent with the most recent Annual Report for the year ended 31 March 2022.

The interim financial information is being sent to shareholders and copies will be made available to the public at the registered office of the Company and on the Company's website: www.oitplc.com.

b)    Functional and presentation currency

The condensed financial statements are presented in GBP Sterling, which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

c)    Comparative information

The financial information contained in this Interim Report does not constitute statutory accounts as defined in the Companies Act 2006. The financial information contained within this report relates to the following periods: 1 April 2022 to 30 September 2022 and 1 April 2021 to 30 September 2021 (unaudited and unreviewed by the Company's Auditor); and as at 31 March 2022 (audited) for the Balance Sheet. The comparative figures for the period 30 September 2021 are not the Company's statutory accounts for that financial year. The Company's statutory accounts are for the year ended 31 March 2022 and were reported on by the Company's Auditor and delivered to the Registrar of Companies. The report of the Auditor was (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

d)    Going concern

The financial statements have been prepared on a going concern basis and on the basis that approval as an investment trust company will continue to be met.

The Directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future (being a period of at least 12 months from the date on which these financial statements were approved). Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern, having taken into account the liquidity of the Company's investment portfolio and the Company's financial position in respect of its cash flows, debt and investment commitments.

3. Income

4. Portfolio management fee

The Company is liable to pay a performance fee depending on the performance of the Company over a three-year period and thereafter a rolling three-year period as set out in the Company's prospectus dated 26 March 2018. Based on the performance of the Company to 30 September 2022, no performance fee (2021: £1,713,000) has been accrued in the NAV and included in Trade and Other Payables in the Balance Sheet.

Pursuant to the terms of the Portfolio Management Agreement, the Portfolio Manager is entitled, with effect from Initial Admission, to receive an annual management fee equal to the lower of: (i) 1.0% of the net asset value (calculated before deduction of any accrued but unpaid management fee and any performance fee) per annum; or (ii) 1.0% per annum of the Company's market capitalisation. The annual management fee is calculated and accrues daily and is payable quarterly in arrears.

In addition, the Portfolio Manager will be entitled to a performance fee (the "Performance Fee") in certain circumstances.

The Company's performance is measured over rolling three-year periods ending on 31 March each year (each a "Performance Period"), by comparing the net asset value total return per ordinary share over a Performance Period against the total return performance of the NSCI ex IT plus AIM Index (the "Comparator Index"). The second Performance Period ran from 1 April 2021 to 31 March 2022 and £2,436,000 was paid to the Investment Manager (Performance fee period to 31 March 2021: £1,825,000).

A Performance Fee is payable if the net asset value per ordinary share at the end of the relevant Performance Period (as adjusted to: (i) add back the aggregate value of any dividends per ordinary share paid (or accounted as paid for the purposes of calculating the net asset value) to shareholders during the relevant Performance Period; and (ii) exclude any accrual for unpaid Performance Fee accrued in relation to the relevant Performance Period) (the "Net Asset Value Total Return per Share") exceeds both:

(i)    (a) the net asset value per ordinary share at Initial Admission, in relation to the first Performance Period; and (b) thereafter the net asset value per ordinary share on the first business day of a Performance Period; in each case as adjusted by the aggregate amount: of (i) the total return on the Comparator Index (expressed as a percentage); and (ii) 1.0% per annum over the relevant Performance Period (the "Target Net Asset Value per Share"); and

(ii)   the highest previously recorded net asset value per ordinary share as at the end of the relevant Performance Period in respect of which a Performance Fee was last paid (or the net asset value per ordinary share as at Initial Admission, if no Performance Fee has been paid) (the "High Watermark"),

with any resulting excess amount being known as the "Excess Amount".

The Portfolio Manager will be entitled to 10% of the Excess Amount multiplied by the time weighted average number of ordinary shares in issue during the relevant Performance Period to which the calculation date relates. The Performance Fee will accrue daily.

Payment of a Performance Fee that has been earned will be deferred to the extent that the amount payable exceeds 1.75% per annum of the net asset value at the end of the relevant Performance Period (amounts deferred will be payable when, and to the extent that, following any later Performance Period(s) with respect to which a Performance Fee is payable, it is possible to pay the deferred amounts without causing that cap to be exceeded or the relevant net asset value total return per share to fall below both the relevant target net asset value per share and the relevant High Watermark for such Performance Period, with any amount not paid being retained and carried forward).

Subject at all times to compliance with relevant regulatory and tax requirements, any Performance Fee paid or payable shall:

-     where as at the relevant calculation date, the ordinary shares are trading at, or at a premium to, the latest published net asset value per ordinary share; be satisfied as to 50% of its value by the issuance of new ordinary shares by the Company to the Portfolio Manager (rounded down to the nearest whole number of ordinary shares) (including the reissue of treasury shares) issued at the latest published net asset value per ordinary share applicable at the date of issuance;

-     where as at the relevant calculation date, the ordinary shares are trading at a discount to the latest published net asset value per ordinary share; be satisfied as to 100% of its value in cash and the Portfolio Manager shall, as soon as reasonably practicable following receipt of such payment, use 50% of such Performance Fee payment to make market purchases of ordinary shares (rounded down to the nearest whole number of ordinary shares) within four months of the date of receipt of such Performance Fee payment,

(in each case "Restricted Shares").

Each such tranche of Restricted Shares issued to, or acquired by, the Portfolio Manager will be subject to a lock- up undertaking for a period of three years post issuance or acquisition (subject to customary exceptions).

At no time shall the Portfolio Manager (and/or any persons deemed to be acting in concert with it for the purposes of the Takeover Code) be obliged, in the absence of a relevant whitewash resolution having been passed in accordance with the Takeover Code, to receive, or acquire, further ordinary shares where to do so would trigger a requirement to make a mandatory offer pursuant to Rule 9 of the Takeover Code. Where any restriction exists on the issuance of further ordinary shares to the Portfolio Manager, the relevant amount of the Performance Fee may be paid in cash.

In addition, the Portfolio Manager is entitled to reimbursement for all costs and expenses properly incurred by it in the performance of its duties under the Portfolio Management Agreement.

The Company may terminate the Portfolio Management Agreement by giving the Portfolio Manager not less than six months' prior written notice. The Portfolio Manager may terminate the Portfolio Management Agreement by giving the Company not less than six months' prior written notice.

5.     Other expenses

*       Peter Hewitt is not receiving a Director fee in respect of his services to the Company. Each of the Directors has agreed to use their applicable Directors' fees (net of applicable taxes) to acquire ordinary shares in the secondary market, subject to regulatory requirements. In relation to any dealings, the Directors will comply with the share dealing code adopted by the Company in accordance with the Market Abuse Regulation. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the share dealing code by the Directors.

6. Taxation

The Company has an effective tax rate of 0%. The estimated effective tax rate is 0% as investment gains are exempt from tax owing to the Company's status as an investment trust and there is expected to be an excess of management expenses over taxable income and thus there is no charge for corporation tax.

7. (Loss)/return per ordinary share

The capital, revenue and total (loss)/return per ordinary share are based on the net (loss)/return shown in the Condensed Income Statement and the weighted average number of ordinary shares during the period of 99,555,787 (2021: 90,438,153).

There are no dilutive instruments in issue and therefore no difference between the basic and diluted (loss)/return per ordinary share.

8. Net asset value per ordinary share

The basic net asset value per ordinary share is based on net assets of £155,851,000 (2021: £157,816,000) and on 104,045,053 (2021: 96,248,053) ordinary shares, being the number of ordinary shares in issue at the period end.

There are no dilutive instruments in issue and therefore no difference between the basic and diluted total net asset per ordinary share.

9. Investments at fair value through profit or loss

The Company is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following three levels:

-     Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

-     Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

-     Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes 'observable' requires significant judgement by the Company. The Company considers observable data from investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange quoted market bid or closing prices at the close of business on the Condensed Balance Sheet date, without adjustment for transaction costs necessary to realise the asset.

There were no transfers between levels during the period.

10. Share capital and reserves

Special distributable reserve

Upon initial placing and subsequent issuance of the Company's ordinary shares on 1 May 2018 and 27 June 2018 respectively, the Company accumulated a premium account of £85,495,000. Following approval of the Court, effective on 8 August 2018, the share premium account was cancelled and the balance after cancellation cost of £20,000 was transferred to the special distributable reserve.

11. Related party transactions

The amount incurred, in respect of portfolio management fees, during the period to 30 September 2022 was £802,000 (30 September 2021: £702,000), of which £420,000 was outstanding at 30 September 2022 (30 September 2021: £377,000).

The amount incurred in respect of Directors' fees during the period to 30 September 2022 was £46,000 (2021: £44,000) of which £nil was outstanding at period end (2021: £nil).

GLOSSARY

AIC

Association of Investment Companies.

CTA

Corporation Tax Act 2010.

Premium/discount (APM)

A description of the difference between the share price and the net asset value per share. The size of the discount is calculated by subtracting the share price from the NAV per share and is usually expressed as a percentage of the NAV per share. If the share price is higher than the net asset value per share the result is a premium. If the share price is lower than the net asset value per share, the shares are trading at a discount.

FCA

Financial Conduct Authority.

IPO

Initial public offering.

LSE

London Stock Exchange.

M&A

Mergers and acquisitions.

NAV

NAV stands for net asset value and represents shareholders' funds. Shareholders' funds are the total value of a company's assets at current market value less its liabilities.

NAV total return per ordinary share (APM)

NAV total return is the closing NAV per share including any cumulative dividends paid as a percentage over the opening NAV.

NSCI ex IT plus AIM Index

Numis Smaller Companies ex Investment Trusts plus AIM Index.

Ongoing charges ratio (APM)

Based on total expenses, excluding finance costs and certain non-recurring items for the period or year, and average daily net asset value.

TMT

Technology, media and telecom.

Total assets

Total assets are the sum of both fixed and current assets with no deductions.

SHAREHOLDER INFORMATION

for the six months ended 30 September 2022 (unaudited)

Investing in the Company

The Company's shares are traded on the LSE and can be bought or sold through a stock broker or other financial intermediary.

Shares in the Company are available through savings plans, including Investment Dealing Accounts, ISAs, Junior ISAs and SIPPs, which facilitate both regular monthly investments and lump sum investments in the Company's shares. The Company's shares are also available on various investment platforms.

Share capital and NAV information

The Company's NAV is released daily to the LSE and published on the Company's website.

Sources of further information

Copies of the Company's Annual and Interim Reports, Stock Exchange announcements and further information on the Company can be obtained from its website: www.oitplc.com, or from the Company Secretary at info@frostrow.com.

Share register enquiries

The register for the ordinary shares is maintained by Equiniti Limited. In the event of queries regarding your holding, please contact the Registrar on 0371 384 2030. Changes of name and/or address must be notified in writing to the Registrar at the address shown below. You can check your shareholding and find practical help on transferring shares or updating your details at www.shareview.co.uk.

Key dates

Association of Investment Companies

The Company is a member of the AIC, which publishes monthly statistical information in respect of member companies. The AIC can be contacted on 020 7282 5555, enquiries@theaic.co.uk or visit the website: www.theaic.co.uk.

CORPORATE INFORMATION

ENDS

Frostrow Capital LLP

Company Secretary

020 3709 8732