PCGH ZDP PLC
12 May 2023
Legal Entity Identifier: 5493004C3YRF9HEVQI09
Half-Year Report and Financial Statements for the half year ended 31 March 2023
COMPANY INFORMATION
PCGH ZDP Plc (the 'Company') is a public limited company incorporated in England and Wales on 30 March 2017, with registration number 10700107. The principal legislation under which the Company operates is the Companies Act 2006. The Company's zero dividend preference (ZDP) shares have a standard listing on the London Stock Exchange.
KEY CONTACTS
| Board of Directors Lisa Arnold (Chair) Andrew Fleming Neal Ransome Jeremy Whitley
| Registered Office 16 Palace Street London SW1E 5JD |
| Investment Manager and AIFM Polar Capital LLP 16 Palace Street London SW1E 5JD | Company Secretary Polar Capital Secretarial Services Limited 16 Palace Street London SW1E 5JD
|
| Independent Auditors PricewaterhouseCoopers LLP Atria One, 144 Morrison Street Edinburgh EH3 8EX
| Depositary HSBC Bank plc 8 Canada Square London E14 5HQ |
| Registrar Equiniti Limited Aspect House, Spencer Road Lancing, West Sussex BN99 6DA
| Legal Adviser Herbert Smith Freehills LLP Exchange House, Primrose Street London EC2A 2EG |
| Company identification codes:
| TICKER: PGHZ LEI: 5493004C3YRF9HEVQI09 SEDOL: BDHXP96 ISIN: GB00BDHXP963 |
INTERIM MANAGEMENT REPORT
for the half year ended 31 March 2023
This interim management report is provided in accordance with the Disclosure Guidance and Transparency Rules (DTR) 4.2.7 and 4.2.8.
The Company is a public limited company with the sole purpose of issuing zero dividend preference (ZDP) shares and advancing the proceeds of the issue, by way of a loan, to the parent company. The Company is managed by a board of non-executive directors and the day to day operations are delegated to the Investment Manager, Polar Capital LLP. The Company's entire ordinary share capital is owned by the parent company while the ZDP shares have a standard listing on the London Stock Exchange. The parent company, Polar Capital Global Healthcare Trust Plc (PCGH) and the Company form the Group (the Group).
The sole objective of the Company is to repay the ZDP shareholders, on 19 June 2024, their entitlement to 122.99 pence per ZDP share. The performance of the Company in meeting this objective is directly linked to the performance of the parent company. To meet such objective, the parent company has provided an undertaking to the Company, whereby any shortfall between the final capital entitlement of 122.99 pence per ZDP share and the aggregate principal amount and interest due pursuant to the undertaking will be met in full by the parent company.
Directors
The Directors who served in office during the six months under review are as follows:
· Lisa Arnold (Chair)
· Neal Ransome
· Andrew Fleming
· Jeremy Whitley
All of the Directors are also serving directors of the parent company and therefore have an indirect interest in the loan and undertaking entered into by the Company and parent. The Directors are aware of the recently published FCA Diversity and Inclusion Policy and will report in connection with this in the Annual Report.
Principal Risks and Uncertainties
There have been no changes to the risks and uncertainties within the six months under review to those reported in the last annual report, and there were no events or otherwise during the period under review which had any significant effect on the Company, its objective or purpose.
The board acknowledges its ultimate responsibility for managing the risks associated with the Company. The principal risks and uncertainties as identified by the Board are detailed below:
Capital Value:
The primary risk to the ZDP shareholders is that the assets of the Company are insufficient to repay the final capital entitlement of the ZDP Shares of 122.99 pence per share on the repayment date of 19 June 2024. The payment will be dependent on the parent company's ability to comply with its obligations under the loan and the undertaking.
Investment tenure:
There is a risk that there may not be a liquid secondary market for the ZDP shares. The investment should therefore be regarded as long-term in nature and should not be considered a suitable short-term investment.
Going Concern and Future Developments
The board monitors the financial position of the Company and Group and confirms that there continues to be a reasonable expectation that there are adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Board continues to adopt the going concern basis in preparing the financial results of the Company. The Company does not have, and does not expect to have, any other business interests, and the current activities of the Company are expected to continue until the scheduled ZDP Repayment Date of 19 June 2024 at which time the Company will enter into voluntary liquidation.
Statement of Directors' Responsibilities
The Directors of PCGH ZDP Plc confirm to the best of their knowledge that:
· The condensed set of financial statements has been prepared in accordance with UK-adopted International Accounting Standard 34, and gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company for the six months ended 31 March 2023;
· The Interim Management Report includes a fair review of the information required by the Disclosure Guidance and Transparency Rules 4.2.7R and 4.2.8R;
The half year financial report for the six-month period to 31 March 2023 has not been audited or reviewed by the Auditors. The half year financial report was approved by the Board on 11 May 2023.
Approved by the Board of Directors and signed on its behalf by:
Lisa Arnold
Chair
11 May 2023
STATEMENT OF COMPREHENSIVE INCOME
For the half year ended 31 March 2023
| | | | |
|
|
| | (Unaudited) | (Unaudited) | (Audited) |
|
| | Half year ended | Half year ended | Year ended |
|
| | 31 March 2023 | 31 March 2022 | 30 September 2022 |
|
| |
Total |
Total | Total |
|
| | Return | Return | Return |
|
| Notes | £ | £ | £ |
|
| | | | |
| Loan interest | 2 | 453,135 | 442,084 | 892,850 |
| Contribution from parent | 3 | 104,020 | 98,842 | 201,158 |
|
| | | | |
|
| | | | |
| Total income |
| 557,155 | 540,926 | 1,094,008 |
|
| | | | |
|
| | | | |
| Total expenses |
| - | - | - |
|
| | | | |
| Profit before finance costs and tax | 557,155 | 540,926 | 1,094,008 | |
|
| | | | |
| Finance costs |
| | | |
| | | | | |
| Appropriation to ZDP shares | 4 | (557,155) | (540,926) | (1,094,008) |
|
| | | | |
|
| | | | |
| Total finance costs |
| (557,155) | (540,926) | (1,094,008) |
|
| | | | |
| Result before taxation |
| - | - | - |
|
| | | | |
| Taxation |
| - | - | - |
|
| | | | |
| Net result for the period and total comprehensive income |
| | | |
| | - | - | - | |
The amounts dealt with in the Statement of Comprehensive Income are all derived from continuing activities.
The notes to follow form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
For the half year ended 31 March 2023
| | (Unaudited) Half year ended 31 March 2023
| ||
| | Called up share capital £ | Capital reserve £ | Total equity £ |
| Total equity at 1 October 2022 | 50,000 | - | 50,000 |
| Result and total comprehensive income for the half year ended 31 March 2023 | - | - | - |
| Total equity at 31 March 2023 | 50,000 | - | 50,000 |
| | (Unaudited) Half year ended 31 March 2022
| ||
| | Called up share capital £ | Capital reserve £ | Total equity £ |
| Total equity at 1 October 2021 | 50,000 | - | 50,000 |
| Result and total comprehensive income for the half year ended 31 March 2022 | - | - | - |
| Total equity at 31 March 2022 | 50,000 | - | 50,000 |
| | (Audited) Year ended 30 September 2022
| ||
| | Called up share capital £ | Capital reserve £ | Total equity £ |
| Total equity at 1 October 2021 | 50,000 | - | 50,000 |
| Result and total comprehensive income for the year ended 30 September 2022 | - | - | - |
| Total equity at 30 September 2022 | 50,000 | - | 50,000 |
The notes to follow form part of these financial statements.
BALANCE SHEET
As at 31 March 2023
| | (Unaudited) | (Unaudited) | (Audited) |
|
| 31 March 2023 | 31 March 2022 | 30 September 2022 |
|
| £ | £ | £ |
|
| | | |
| Non-current assets | | | |
| Loan to parent company | 38,118,130 | 37,007,893 | 37,560,975 |
|
| | | |
| Current assets | | | |
| Cash and cash equivalents | 50,000 | 50,000 | 50,000 |
|
| | | |
| | | | |
| Total assets | 38,168,130 | 37,057,893 | 37,610,975 |
|
| | | |
| Non-current liabilities | | | |
| Zero dividend preference shares | (38,118,130) | (37,007,893) | (37,560,975) |
|
| | | |
|
| | | |
| Total liabilities | (38,118,130) | (37,007,893) | (37,560,975) |
|
| | | |
| Net assets | 50,000 | 50,000 | 50,000 |
| | | | |
| Equity attributable to equity shareholders | | | |
| Called up share capital | 50,000 | 50,000 | 50,000 |
| Capital reserve | - | - | - |
|
| | | |
|
| | | |
| Total equity | 50,000 | 50,000 | 50,000 |
These financial statements of PCGH ZDP Plc were approved and authorised for issue by the Board of
Directors on 11 May 2023. They were subsequently signed by:
Lisa Arnold
Chair
The notes to follow form part of these financial statements.
CASH FLOW STATEMENT
For the half year ended 31 March 2023
| | | | |
|
|
|
| (Unaudited) | (Unaudited) | (Audited) |
|
|
| Half Year Ended | Half Year Ended | Year Ended |
|
|
| 31 March 2023 | 31 March 2022 | 30 September 2022 |
|
|
| £ | £ | £ |
|
| | | | |
| Cash flows from operating activities | | | | |
| Profit before finance costs and taxation | | 557,155 | 540,926 | 1,094,008 |
|
| | | | |
| Increase in receivable* | | (557,155) | (540,926) | (1,094,008) |
| Net cash inflow from operating activities | | - | - | - |
|
| | | | |
| Cash flows from financing activities | | | | |
|
| | | | |
| Net cash outflow from financing activities | | - | - | - |
|
| | | | |
| Net increase in cash and cash equivalents | | - | - | - |
|
| | | | |
| Cash and cash equivalents at the beginning of the period | | 50,000 | 50,000 | 50,000 |
|
| | | | |
| Cash and cash equivalents at the end of the period | | 50,000 | 50,000 | 50,000 |
* The 'increase in payables' under financing activities shown in the previous half year report has been moved and reclassified as an 'increase in receivables' under operating activities. There have been no changes to the amounts shown in the prior half year and there is no impact on the final cash flow position.
The notes to follow form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the half year ended 31 March 2023
1. General Information
The Company's financial statements have been prepared under the historical cost convention modified to include the revaluation of certain investments. In line with the Company's parent, the financial statements have been prepared in accordance with UK-adopted International Accounting Standards ("UK- adopted IAS").
The financial information in this half year report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006.
The financial information for the half year ended 31 March 2023 and 31 March 2022 have not been audited. The figures and financial information for the year ended 30 September 2022 are an extract from the latest published accounts and do not constitute statutory accounts for that period.
Full statutory accounts for the year ended 30 September 2022, prepared under UK-adopted IAS, including the report of the auditors which was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498 of the Companies Act 2006, have been delivered to the Registrar of Companies.
The Company's accounting policies have not varied from those described in the financial statements for the year ended 30 September 2022.
The Company's presentational currency is pounds sterling. Pounds sterling is also the functional currency of the Company because it is the currency of the primary economic environment in which the Company operates.
2. Loan interest
Under a Loan Agreement the gross initial ZDP Placing proceeds have been lent to the Parent, Polar Capital Global Healthcare Trust plc. The Loan agreement provides that interest will accrue daily at an annual rate of 2.5% compounded annually.
3. Contribution from parent
The contribution represents the additional funding required from the parent to meet the entitlement due to the ZDP shareholders at the period end. The contribution from the parent as at 31 March 2023 was £104,020 (31 March 2022: £98,842, 30 September 2022: £201,158).
4. Finance costs
The ZDP shares are designed to provide a pre-determined capital growth from their original issue price of 100p on 20 June 2017 to a final capital entitlement of 122.99p on 19 June 2024. The initial capital of 100p at 20 June 2017 will increase at an interest rate of 3% compounding annually. The provision for the capital growth entitlement on the ZDP shares is included as a finance cost.
5. Net asset value per ZDP share
| | | | |
|
|
| | (Unaudited) | (Unaudited) | (Audited) |
|
| | Half Year Ended | Half Year Ended | Year Ended |
|
| | 31 March 2023 | 31 March 2022 | 30 September 2022 |
|
| |
|
|
|
|
| | | | |
|
|
| | | |
| Calculated entitlement of ZDP shareholders (£) | | 38,118,130 | 37,007,893 | 37,560,975 |
|
| | | | |
| ZDP shares in issue at the end of the year | | 32,128,437 | 32,128,437 | 32,128,437 |
| Net asset value per ZDP share (pence) |
| 118.64 | 115.19 | 116.91 |
|
| | | | |
6. Related party
The Company provides an interest bearing loan to its parent company, Polar Capital Global Healthcare Trust plc. The loan is carried at amortised cost, which represents the initial cost of the loan plus accrued interest and any contribution due from the parent to meet the total ZDP entitlement. As at 31 March 2023, £38,118,130 was due from the parent company in respect of the loan (31 March 2022: £37,007,893 and 30 September 2022: £37,560,975).
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