POLAR CAPITAL GLOBAL HEALTHCARE TRUST PLC
Legal Entity Identifier: 549300YV7J2TWLE7PV84
AUDITED RESULTS ANNOUNCEMENT FOR THE YEAR ENDED
30 SEPTEMBER 2018
19 December 2018
FINANCIAL HIGHLIGHTS
For the year to 30 September 2018
Performance |
|
||
Net asset value per ordinary share (total return) (note 1) |
19.80% |
||
Benchmark index (MSCI ACWI/Healthcare Index (total return in Sterling with dividends reinvested)) |
17.24% |
||
Since restructuring |
|
||
Net asset value per ordinary share (total return) since restructuring (note 2) |
13.10% |
||
Benchmark index total return since restructuring |
13.13% |
||
Expenses |
2018 |
2017 |
|
Ongoing charges (note 3) |
1.08% |
1.02% |
|
Financials |
As at |
As at |
Change |
Total net assets (Group and Company) |
£296,263,000 |
£250,129,000 |
18.4% |
Net asset value per ordinary share |
241.91p |
203.77p |
18.7% |
Net asset value per ZDP share |
103.87p |
100.85p |
3.0% |
Price per ordinary share |
223.00p |
198.00p |
12.6% |
Discount per ordinary share |
-7.8% |
-2.8% |
|
Price per ZDP share |
104.50p |
102.75p |
1.7% |
Gearing |
8.29% |
9.98% |
|
Ordinary shares in issue |
122,470,000 |
122,750,000 |
-0.2% |
Ordinary shares held in treasury |
1,679,256 |
1,399,256 |
20.0% |
ZDP shares in issue |
32,128,437 |
32,128,437 |
- |
Dividends
The Company has paid or declared the following dividends relating to the financial year ended 30 September 2018:
Pay date |
Amount per |
Record date |
Ex-date |
Declared date |
First interim: 31 August 2018 |
1.00p |
27 July 2018 |
26 July 2018 |
17 July 2018 |
Second interim: 28 February 2019 |
1.00p |
8 February 2019 |
7 February 2019 |
19 December 2018 |
|
|
|
|
|
Total (2017: 3.40p) |
2.00p |
|
|
|
Note 1 - See Alternative Performance Measures
Note 2 - The Company's portfolio was restructured on 20 June 2017. The total return NAV performance since restructuring is calculated by reinvesting the dividends in the assets of the Group and Company from the relevant payment date.
Note 3 - See Alternative Performance Measures
For further information please contact: |
||
Ed Gascoigne-Pees Camarco Tele. 020 3757 4984
|
Tracey Lago Polar Capital Global Healthcare Trust Plc Tele. 020 7227 2742 |
John Regnier-Wilson Polar Capital LLP Tele. 020 7227 2725 |
STATUS OF ANNOUNCEMENT
The figures and financial information contained in this announcement are extracted from the Audited Annual Report for the year ended 30 September 2018 and do not constitute statutory accounts for the period. The Annual Report and Financial Statements include the Report of the Independent Auditors which is unqualified and does not contain a statement under either section 498(2) or Section 498(3) of the Companies Act 2006. The Annual Report and Financial Statements for the year ended 30 September 2018 have not yet been delivered to the Registrar of Companies. The figures and financial information for the period ended 30 September 2017 are extracted from the published Annual Report and Financial Statements for the period ended 30 September 2017 and do not constitute the statutory accounts for that year. The Annual Report and Financial Statements for the period ended 30 September 2017 have been delivered to the Registrar of Companies and included the Report of the Independent Auditors which was unqualified and did not contain a statement under either section 498(2) or Section 498(3) of the Companies Act 2006.
The Directors' Remuneration Report and certain other helpful shareholder information has not been included in this announcement but forms part of the Annual Report which will be available on the Company's website and will be sent to shareholders in January 2019.
(www.polarcapitalhealthcaretrust.co.uk)
CHAIRMAN'S STATEMENT
Faced with the chaotic situation over Brexit and the ensuing level of uncertainty, we can at least take some comfort from the fact that the portfolio is predominantly invested in large multi-national companies operating in global markets.
Dividends
A first interim dividend of 1.0p for the year ended 30 September 2018 was paid on 31 August 2018. We are declaring a second interim dividend of 1.0p which will be payable in February 2019. Total dividends for the current financial year therefore amount to 2.0p. Our dividend policy reflects the focus on capital growth.
Board Succession
Our plan is to refresh our entire Board over a two-year period and to do this in two phases. Phase one is now complete with Neal Ransome (our new Audit Committee Chair) and Lisa Arnold having joined the Board during the year. Phase two is expected to complete at the AGM in early 2020. We believe that phasing it in this way allows us to manage the transition in a sensible and pragmatic manner.
Research costs
This time last year we said that actual expenditure on research in 2018 was likely to be materially less than in previous years. We estimate that the Company's contribution to specialist healthcare research for the current calendar year will be substantially below budget, which had already been set at a lower level than the previous year. Given that the Company is also benefiting from much lower brokerage commission on dealing, this must be considered a satisfactory result.
The Board has taken the view that access to the best healthcare research is critical in achieving investment outperformance. We are therefore happy to contribute towards this, especially as our North American competitors are not subject to the same regime and are still able to pass on the cost of research to their clients in full.
Outlook
With stock markets looking particularly fragile, and with many commentators anticipating the peak of the economic cycle, the attractions of the healthcare sector stand out more clearly than ever. The relative valuation of the sector has declined significantly while the absolute valuation is in line with the long-term average. This is despite the superior growth prospects, driven by demographics, innovation and the need for greater efficiency. The job of our managers is to identify those companies which are best placed to benefit from these trends, particularly where this has not yet been reflected in the share price.
19 December 2018
INVESTMENT MANAGER'S REPORT - FOR THE YEAR ENDED 30 SEPTEMBER 2018
19 December 2018
Portfolio as at 30 September 2018 (Figures in brackets denote the comparative ranking as at 30 September 2017)
Ranking |
Stock |
Sector |
Country |
Market Value £'000 |
% of total net assets |
|||
2018 |
2017 |
|
|
|
2018 |
2017 |
2018 |
2017 |
1 |
(1) |
Johnson & Johnson |
Pharmaceuticals |
United States |
21,718 |
19,862 |
7.3% |
7.9% |
2 |
(8) |
Medtronic |
Healthcare Equipment |
Ireland |
17,538 |
10,430 |
5.9% |
4.2% |
3 |
(7) |
UnitedHealth |
Managed Healthcare |
United States |
16,195 |
10,945 |
5.5% |
4.4% |
4 |
(2) |
Novartis |
Pharmaceuticals |
Switzerland |
14,728 |
14,040 |
5.0% |
5.6% |
5 |
(4) |
Merck & Co |
Pharmaceuticals |
United States |
13,677 |
11,929 |
4.6% |
4.7% |
6 |
(20) |
Amgen |
Biotechnology |
United States |
13,225 |
7,638 |
4.5% |
3.1% |
7 |
(-) |
Agilent Technologies |
Life Sciences Tools & Services |
United States |
12,331 |
- |
4.2% |
- |
8 |
(12) |
HCA |
Healthcare Facilities |
United States |
11,419 |
9,490 |
3.9% |
3.8% |
9 |
(-) |
AstraZeneca |
Pharmaceuticals |
United Kingdom |
10,895 |
- |
3.7% |
- |
10 |
(-) |
Quest Diagnostics |
Healthcare Services |
United States |
10,074 |
- |
3.4% |
- |
Top 10 investments |
|
|
141,800 |
|
48.0% |
|
||
11 |
(-) |
Gilead Sciences |
Biotechnology |
United States |
9,716
|
- |
3.3%
|
- |
12 |
(14) |
Alexion Pharmaceuticals |
Biotechnology |
United States |
9,698
|
9,410
|
3.3%
|
3.8%
|
13 |
(-) |
Grifols |
Biotechnology |
Spain |
9,505
|
- |
3.2%
|
- |
14 |
(26) |
Jazz Pharmaceuticals |
Pharmaceuticals |
Ireland |
9,476 |
4,906 |
3.2% |
1.9% |
15 |
(19) |
Humana |
Managed Healthcare |
United States |
9,446
|
8,170
|
3.1%
|
3.2%
|
16 |
(-) |
Novo Nordisk |
Pharmaceuticals |
Denmark |
9,093
|
- |
3.1%
|
- |
17 |
(16) |
Abbott |
Healthcare Equipment |
United States |
9,001
|
8,352
|
3.0%
|
3.3%
|
18 |
(18) |
Takeda Pharmaceutical |
Pharmaceuticals |
Japan |
8,807
|
8,225
|
3.0%
|
3.3% |
19 |
(-) |
PRA Health Sciences |
Life Sciences Tools & Services |
United States |
8,409
|
- |
2.8%
|
- |
20 |
(6) |
Becton Dickinson |
Healthcare Equipment |
United States |
8,208 |
10,953 |
2.8% |
4.4% |
Top 20 investments |
|
|
233,159 |
|
78.8% |
|
||
21 |
(22) |
Centene |
Managed Healthcare |
United States |
8,199 |
7,213 |
2.8% |
2.8% |
22 |
(-) |
Incyte Genomics |
Biotechnology |
United States |
7,010 |
- |
2.3% |
- |
23 |
(11) |
Danaher |
Healthcare Equipment |
United States |
6,615 |
9,590 |
2.2% |
3.8% |
24 |
(-) |
Bio-Rad Laboratories |
Life Sciences Tools & Services |
United States |
6,359 |
- |
2.1% |
- |
25 |
(37) |
Quotient |
Healthcare Supplies |
United Kingdom |
5,823 |
1,434 |
2.0% |
0.6% |
26 |
(25) |
Consort Medical |
Healthcare Equipment |
United Kingdom |
5,555 |
5,143 |
1.9% |
2.1% |
27 |
(-) |
Eli Lilly |
Pharmaceuticals |
United States |
5,430 |
- |
1.8% |
- |
28 |
(-) |
Terumo |
Healthcare Equipment |
Japan
|
5,399 |
- |
1.8% |
- |
29 |
(-) |
Alnylan Pharmaceuticals |
Biotechnology |
United States |
5,186 |
- |
1.8% |
- |
30 |
(17) |
Biomarin Pharmaceutical |
Biotechnology |
United States |
3,384 |
8,322 |
1.1% |
3.3% |
Top 30 investments |
|
|
292,119 |
|
98.6% |
|
||
31 |
(-) |
C4X Discovery |
Healthcare Technology |
United Kingdom |
2,526 |
- |
0.9% |
- |
32 |
(33) |
Oxford Immunotec |
Healthcare Equipment |
United Kingdom |
2,483 |
1,753 |
0.8% |
0.7% |
33 |
(-) |
Zogenix |
Pharmaceuticals |
United States |
2,396 |
- |
0.8% |
- |
34 |
(29) |
Horizon Discovery |
Life Sciences Tools & Services |
United Kingdom |
2,250 |
2,128 |
0.8% |
0.9% |
35 |
(-) |
Hansa Medical |
Biotechnology |
Sweden
|
2,227 |
- |
0.8% |
- |
36 |
(-) |
Nevro |
Healthcare Equipment |
United States |
2,185 |
- |
0.8% |
- |
37 |
(34) |
Newron Pharmaceuticals |
Biotechnology |
Italy
|
2,002 |
1,699 |
0.6% |
0.7% |
38 |
(-) |
Viveve Medical |
Healthcare Equipment |
United States |
1,832 |
- |
0.6% |
- |
39 |
(-) |
Stemline Therapeutics |
Biotechnology |
United States |
1,652 |
- |
0.6% |
- |
40 |
(40) |
Teladoc |
Healthcare Equipment |
United States |
1,596 |
988 |
0.5% |
0.4% |
Top 40 investments |
|
|
313,268 |
|
105.8% |
|
||
41 |
(41) |
Photocure |
Pharmaceuticals |
Norway |
1,347 |
643 |
0.4% |
0.3% |
42 |
(-) |
Diurnal |
Biotechnology |
United Kingdom |
1,235 |
- |
0.4% |
- |
43 |
(-) |
Loxo Oncology |
Biotechnology |
United States |
1,231 |
- |
0.4% |
- |
44 |
(-) |
Autolus Therapeutics |
Biotechnology |
United Kingdom |
1,130 |
- |
0.4% |
- |
45 |
(-) |
MedaPhor |
Education Services |
United Kingdom |
827 |
- |
0.3% |
- |
46 |
(-) |
Verona Pharmaceuticals |
Pharmaceuticals |
United Kingdom |
825 |
- |
0.3% |
- |
47 |
(38) |
Summit Therapeutics |
Biotechnology |
United Kingdom |
458 |
1,434 |
0.1% |
0.6% |
Total Equities |
|
|
320,321 |
|
108.1% |
|
||
Other Net Liabilities |
|
|
(24,058) |
|
(8.1%) |
|
||
Net Assets |
|
|
296,263 |
|
100.0% |
|
Note - Sectors are from the GICS (Global Industry Classification Standard).
Geographical Exposure at |
30 September 2018 |
30 September 2017 |
United States |
69.5% |
72.8% |
United Kingdom |
11.6% |
5.1% |
Ireland |
9.1% |
6.1% |
Switzerland |
5.0% |
6.3% |
Japan |
4.8% |
3.3% |
Spain |
3.2% |
- |
Denmark |
3.1% |
- |
Sweden |
0.8% |
- |
Italy |
0.6% |
0.7% |
Norway |
0.4% |
- |
Other |
- |
15.4% |
Other net liabilities |
(8.1%) |
(9.7%) |
Total |
100.0% |
100.0% |
Sector Exposure at |
30 September 2018 |
30 September 2017 |
Pharmaceuticals |
33.2% |
35.0% |
Biotechnology |
22.8% |
18.2% |
Healthcare Equipment |
20.3% |
20.7% |
Managed Healthcare |
11.4% |
17.8% |
Life Sciences Tools & Services |
9.9% |
3.2% |
Healthcare Facilities |
3.9% |
4.3% |
Healthcare Services |
3.4% |
7.4% |
Healthcare Supplies |
2.0% |
1.3% |
Healthcare Technology |
0.9% |
0.9% |
Education Services |
0.3% |
- |
Life & Health Insurance |
- |
0.7% |
Specialised Healthcare REITs |
- |
0.2% |
Other net liabilities |
(8.1%) |
(9.7%) |
Total |
100.0% |
100.0% |
Market Cap at |
30 September 2018 |
30 September 2017 |
Large (>US$5bn) |
95.1% |
98.0% |
Medium (US$1bn - US$5bn) |
3.2% |
3.0% |
Small (<US$1bn) |
9.8% |
8.7% |
Other net liabilities |
(8.1%) |
(9.7%) |
|
100.0% |
100.0% |
The information provided in the Chairman's Statement, the Investment Manager's Report, including information on the portfolio and this report comprise the Strategic Report.
The Strategic Report has been prepared solely to provide information to shareholders on the Company's strategies and potential for those strategies to succeed, including a fair review of the strategy and performance of the Company during the year ended 30 September 2018, including a description of the principal risks and uncertainties. Throughout the Strategic Report there are certain forward-looking statements; these statements are made by the Directors in good faith based on the information available to them at the time of their approval of this report. Such statements should be treated with caution due to inherent uncertainties, including both economic and business risk factors, underlying any such forward- looking information.
History
In June 2017 a reconstruction of the Company and change in investment mandate was implemented having been approved by shareholders. Further information is provided within the Shareholder Information in the Annual Report and on the Company's website www.polarcapitalhealthcaretrust.co.uk
Following the reconstruction, the Articles of Association require the Directors to put forward at the first Annual General Meeting to be held after 1 March 2025, a resolution for the voluntary winding up of the Company and the appointment of a liquidator. Members voting in favour, whether in person or by proxy, shall collectively have sufficient votes, irrespective of number, to pass the resolution.
The Board remains positive on the outlook for healthcare and the Company will continue to pursue its investment objective in accordance with the stated investment policy and strategy. Future performance is dependent to a significant degree on the world's financial markets and their reactions to economic events and other geo-political forces. The Chairman's Statement and the Investment Manager's Report comment on the business, outlook and threats.
Business Model and Regulatory Arrangements
The business model of the Company follows that of an externally managed, London Stock Exchange listed investment trust, and its investment objective is set out below. The Company is designated an Alternative Investment Fund ('AIF') under the Alternative Investment Fund Management Directive ('AIFMD') and, as required by the Directive, has contracted with Polar Capital LLP to act as the Alternative Investment Fund Manager ('AIFM') and HSBC Bank Plc to act as the Depositary.
Both the AIFM and the Depositary have responsibilities under AIFMD for ensuring that the assets of the Company are managed in accordance with the investment policy and are held in safe custody. The Board remains responsible for setting the investment strategy and operational guidelines as well as meeting the requirements of the applicable UK and European legislation including the Financial Conduct Authority (FCA) Listing Rules. Statements from the AIFM and the Depositary can be found within the Annual Report.
The Company seeks to manage its portfolio in such a way as to meet the tests set down in Section 1158 and 1159 of the Corporation Tax Act 2010 (as amended by Section 49(2) of the Finance Act 2011) and continue to qualify as an investment trust. This qualification permits the accumulation of capital within the portfolio without any liability to UK Capital Gains Tax. Further information is provided in the Directors' Report.
The Company has no employees or premises and the Board is comprised of Non-executive Directors. The day to day operations and functions of the Group and Company have been delegated to third parties.
Investment Objective
The Company's investment objective is to generate capital growth by investing in a global portfolio of healthcare stocks across all four healthcare sub- sectors, being pharmaceuticals, biotechnology, medical technology and healthcare services.
Investment Policy
The Company will seek to achieve its objective by investing in a diversified global portfolio consisting primarily of listed equities. The portfolio is diversified by factors such as geography, industry sub-sector and investment size. The portfolio will comprise a single pool of investments, but for operational purposes, the Investment Manager will maintain a growth portfolio and an innovation portfolio. Innovation companies are broadly defined by the Investment Manager as small/mid cap innovators that are driving disruptive change, giving rise not only to new drugs and surgical treatments but also to a transformation in the management and delivery of healthcare. The growth portfolio is expected to comprise a majority of the Company's assets; for this purpose, once an innovation stock's market capitalisation has risen above US $5bn, it will ordinarily then be treated as a growth stock.
The relative ratio between the two portfolios may vary over the life of the Company due to factors such as asset growth and the Investment Manager's views as to the risks and opportunities offered by investments in each pool and across the combined portfolio. While there is no restriction on geographical exposure, it is expected that the majority of the companies in the initial growth portfolio will be US listed or traded and/or headquartered in the US, although this may change over the life of the Company.
It was originally anticipated that the number of investments would be limited to 50 however, to enhance fund management flexibility the Board has authorised an increase to a maximum of 65 investments. The combined portfolio will therefore be made up of interests in up to 65 companies, with no single investment accounting for more than 10% (or 15% in the case of an investment in another fund managed by the Investment Manager) of the Gross Assets at the time of investment. The innovation portfolio may include stocks which are neither quoted nor listed on any stock exchange but the exposure to such stocks, in aggregate, will not exceed 5% of Gross Assets at the time of investment. In the event that the Investment Manager launches a dedicated healthcare innovation fund, the Company's exposure to innovation stocks may be achieved in whole or in part by an investment in that fund. In any event, the Company will not, without the prior consent of the Board, acquire more than 15% of any such healthcare innovation fund's issued share capital.
Strategy
As the day to day management of the Company is outsourced to service providers the Board focuses at each meeting on investment performance including the outlook and strategy and considers the management and provision of services received from the third-party service providers and the risks inherent in the various matters reviewed and discussed.
The Investment Manager's investment process is primarily based on bottom-up fundamental analysis. The Investment Manager uses a qualitative filter consisting of six key criteria to build up a watch- list of securities that is monitored on a regular basis. Due diligence is then carried out on the individual securities on the watch-list.
Each individual holding is assessed on its own merits in terms of risk/ reward. While the Company expects normally to be fully or substantially invested, the Company may hold cash or money market instruments pending deployment in the portfolio. In addition, it will have the flexibility, when the Investment Manager perceives there to be actual or expected adverse equity market conditions, to maintain cash holdings as it deems appropriate.
Service Providers
Polar Capital LLP has been appointed to act as the Investment Manager and AIFM as well as to provide or procure company secretarial services and administrative services, including accounting, portfolio valuation and trade settlement which it has arranged to deliver through HSBC Securities Services.
The Company also contracts directly, on terms agreed periodically, with a number of third parties for the provision of specialist services:
- Panmure Gordon & Co as corporate broker;
- Herbert Smith Freehills LLP as solicitors;
- Equiniti Limited as the share registrars;
- PricewaterhouseCoopers LLP as independent Auditors; and
- Emperor as internet service provider including website design, designers and printers for shareholder communications.
Gearing
Following the restructure of the Company in June 2017, the Company maintains long-term structural gearing in the form of a loan from the wholly owned subsidiary PCGH ZDP Plc. No short-term borrowings have been made and there are no arrangements made for any bank loans. The Articles of Association provide that the Company may borrow up to 15% of its Net Asset Value at the time of drawdown, for tactical deployment when the Board believes that gearing will enhance returns to shareholders.
Benchmark
The Company will measure the Investment Manager's performance against the MSCI ACWI Healthcare Index total return, in Sterling with dividends reinvested. The portfolio may diverge substantially from the constituents of this index. Although the Company has a benchmark, this is neither a target nor an ideal investment strategy. The purpose of the Benchmark is to set a reasonable return for shareholders above which the Investment Manager is entitled to a share of the extra performance it has delivered.
Performance and Key Performance Objectives
The Board appraises the performance of the Company and the Investment Manager as the key supplier of services to the Company against key performance indicators (KPIs). The objectives comprise both specific financial and shareholder related measures:
KPI |
Control Process |
Outcome |
The provision of investment returns to shareholders measured by long-term NAV total return relative to the Benchmark Index. |
The Board reviews at each meeting the performance of the portfolio and considers the views of the Investment Manager. The Board also considers the value delivered to shareholders through NAV growth and dividends paid. |
The Company's NAV total return, over the year ended 30 September 2018, was 19.8% while the Benchmark Index over the same period increased by 17.2%. The outperformance is explained in the Investment Manager's Report. Since restructuring on 20 June 2017, the total return of both the NAV and the benchmark was 13.1%. |
The achievement of the dividend policy. |
Financial forecasts are reviewed to track income and distributions.
|
Two dividends have been paid or are payable in respect of the year ended 30 September 2018 totalling 2.0p per share (2017: 3 dividends totalling 3.4p per share) representing a decrease reflecting the change of investment mandate. |
Monitoring and reacting to issues created by the discount or premium of the ordinary share price to the NAV per ordinary share with the aim of reduced discount volatility for shareholders.
|
The Board receives regular information on the composition of the share register including trading patterns and discount/ premium levels of the Company's ordinary shares. The Board discusses and authorises the issue or buy back of shares when appropriate.
A daily NAV per share, calculated in accordance with the AIC guidelines is issued to the London Stock Exchange. |
The discount of the ordinary share price to the NAV per ordinary share at the year ended 30 September 2018 was -7.8% (2017: -2.8%).
During the year ended 30 September 2018, the Company bought back 280,000 ordinary shares into treasury, no shares were issued. The number of shares in issue, at the year end was 124,149,256 of which 1,679,256 were held in treasury. |
To continue to meet the requirements for Sections 1158 and 1159 of the Corporation Tax Act 2010.
|
The Board receives regular financial information which discloses the current and projected financial position of the Company against each of the tests set out in Sections 1158 and 1159. |
The Company was granted investment trust status annually up to 1 October 2014 and is deemed to be granted for each subsequent year subject to the Company continuing to satisfy the conditions of Section 1158 of the Corporation Taxes Act 2010 and other associated ongoing requirements. |
To control and monitor ongoing charges. |
The Board received regular financial information which discloses expenses against budget. |
Ongoing charges for the year ended 30 September 2018 were 1.08%, compared to 1.02% the previous year. From 3 January 2018 the research costs borne by the Company are included in the ongoing charges. |
Principal Risks and Uncertainties
The Board is responsible for the management of risks faced by the Company in delivering long-term returns to shareholders. The identification, monitoring and appraisal of the risks, any mitigation factors and control systems is crucial.
The Board maintains a Risk Map which seeks to record the principal risks in four main risk categories, Business, Portfolio Management, Infrastructure and External. The Risk Map details each identified risk and any factors, both internal and external, that could provide mitigation, as well as recording a reporting structure to monitor and mitigate as far as practical such risks.
The Risk Map is regularly considered to monitor existing principal risks and identify new risks or developments and additions to the controls and reporting environment.
Principal Business Risks and Uncertainties |
Management of Risks through Mitigation & Controls |
Business |
|
• Failure to achieve investment objective. • Investment performance below agreed benchmark objective or market/industry average. Such failures could lead to:
• Possible loss of liquidity in shares and shrinkage in assets. • Loss of portfolio manager or other key staff. • Persistent excessive share price discount to NAV.
|
The Board seeks to mitigate the impact of such risks through the regular reporting and monitoring of the investment performance against its peer group, benchmark and other agreed indicators of relative performance. For months when the Board is not scheduled to meet they receive a monthly report containing financial information on the Company including gearing and cash balances. Performance and strategy are reviewed throughout the year at regular Board meetings where the Board can challenge the Investment Manager. They also receive a monthly commentary from the Investment Manager published in the factsheets for all the Polar Capital managed healthcare funds. The Management Engagement Committee undertakes the year-end consideration of suitability of Investment Manager on the basis of performance and other services provided. In consultation with its advisors, including the corporate stock broker, the Board regularly considers the level of premium and discount of the share price to the NAV and the Board reviews ways to enhance shareholder value including share issuance and buy backs. The windup date in 2025 should help to limit discount volatility. The Board is committed to a clear communication programme to ensure shareholders understand the investment strategy. This is maintained through the use of monthly factsheets which have a market commentary from the Investment Manager as well as portfolio data, an informative website as well as annual and half year reports. The Chairman regularly engages with the senior management of the Investment Manager.
|
Principal Business Risks and Uncertainties |
Management of Risks through Mitigation & Controls |
Portfolio Management |
|
• While the portfolio is diversified across a number of stock markets worldwide, the investment mandate is focused on healthcare and thus the portfolio will be more sensitive to investor sentiment and the commercial acceptance of healthcare developments than a general investment portfolio. • As the Company's assets comprise mainly listed equities the portfolio is exposed to risks such as market price, credit, liquidity, foreign currency and interest rates. • The portfolio is actively managed. The Investment Manager's style focuses primarily on the investment opportunity of individual stocks and, accordingly, may not follow the makeup of the Benchmark. This may result in returns which are not in line with the Benchmark. • The Investment Manager incurs a degree of risk in order to generate the investment returns.
|
The Board has set appropriate guidelines and monitors the position of the portfolio against exposures to certain investment markets and sectors. The Board discusses with the Investment Manager at each Board meeting developments in healthcare and drug pipelines. At each Board meeting the composition and diversification of the portfolio by geographies, sectors and capitalisation are considered along with sales and purchases of investments. Individual investments are discussed with the Investment Manager as well as the Investment Manager's general views on the various investment markets and the healthcare sector in particular. Analytical performance data and attribution analysis is presented by the Investment Manager. The policies for managing the risks posed by exposure to market prices, interest rates, foreign currency exchange rates, credit and liquidity are set out in note 26 to the financial statements.
|
• Gearing, either structural gearing through the issue of ZDP shares by the wholly owned subsidiary, PCGH ZDP Plc, or through bank debt or the use of derivatives may be utilised from time to time. Whilst the use of gearing is intended to enhance the NAV total return, it will have the opposite effect when the return on the Company's investment portfolio is negative.
|
The Board considered the benefits and drawbacks of the structural debt at the time of restructuring and concluded that the ability to lock-in an effective interest rate of 3% pa for the 7-year life would be beneficial to investment returns, the Board remains of the same belief. The asset cover necessary to repay the ZDP shares is reviewed at each Board meeting.
If any flexible gearing is contemplated the Board would agree the overall levels of gearing with the AIFM. The arrangement of bank facilities and drawing of funds under such arrangements are controlled by the Board. Derivatives are considered as being a form of gearing and a policy for their use has been agreed by the Board. The deployment of any borrowed funds is based on the Investment Manager's assessment of risk and reward.
|
Such failures could lead to: • The ability to fund dividends is impaired due to exposure to currency risk. • Income is less than expected due to currency exposure underlying the portfolio. • Level of dividend is lower than intended. |
The Board monitors exposure through monthly management accounts and discussion and currency hedging takes place if appropriate. Investors have sight of the entire portfolio and geographic exposure to investments.
|
Principal Business Risks and Uncertainties |
Management of Risks through Mitigation & Controls |
Infrastructure |
|
• There are risks, including those stemming from breaches of cyber security, resulting in the failure of, or disruption to, operational and accounting systems and processes provided by the Investment Manager including any subcontractors to which the Investment Manager has delegated a task as well as directly appointed suppliers. • The misvaluation of investments or the loss of assets from the custodian or sub custodians which impact the NAV per share or lead to a loss of shareholder value. • The Company may fail to continue as an investment trust and suffer Capital Gains tax or fail to recover as fully as possible withholding taxes on overseas investments. • The legal and regulatory risks include failure to comply with the FCA's Prospectus Rules, Listing Rules and Transparency and Disclosure Rules; not meeting the provisions of the Companies Act 2006 and other UK, European and overseas legislation affecting UK companies and not complying with accounting standards. Further risks arise from not keeping abreast of changes in legislation and regulations which have in recent years been substantial. • As an investment company, the Company is dependent on a framework of tax laws, regulation (both UK and EU) and Company law.
|
At each Board meeting there is an administration report which provides details on general corporate matters including legislative and regulatory developments, changes in substantial shareholdings and within the share register. There is an annual review of suppliers and their internal control reports which includes the disaster recovery procedures of the Investment Manager. The Investment Manager reports on cyber security for its own systems and comments where appropriate on third party suppliers. Regular reporting from the Depositary on the safe custody of the Company's assets and the operation of control systems related to the portfolio reconciliation are monitored. Specialist advice is sought on taxation issues as and when required. The Audit Committee has oversight on such work. Information and guidance on legal and regulatory risks is managed by using the Investment Manager or professional advisers where necessary and the submission of reports to the Board for discussion and, if required, any remedial action or changes considered necessary. The Board monitors new developments and changes in the regulatory environment and seeks to ensure that their impact on the Company is understood and complied with. |
External |
|
• There is significant exposure to the economic cycles of the markets in which the underlying investments conduct their business operations as well as the economic impact on investment markets where such investments are listed. The fluctuations of exchange rates can also have a material impact on Shareholder returns.
|
The Board regularly discusses the general economic conditions and developments. The impact on the portfolio from Brexit and other geopolitical changes including the trade war between the US and China are reviewed and discussed. While it is difficult to quantify the impact of such changes, it is not anticipated that they will fundamentally affect the business of the Company or make healthcare investing any less desirable. Note 26 describes the impact of changes in foreign exchange rates. |
Management Company and Management of the Portfolio
As the Company is an investment vehicle for shareholders, the Directors have sought to ensure that the business of the Company is managed by a leading specialist investment management team and that the investment strategy remains attractive to shareholders. The Directors believe that a strong working relationship with Polar Capital LLP (the Investment Manager) will achieve the optimum return for shareholders and the Board and Investment Manager operate in a supportive, co-operative and open environment.
The Company has an Investment Management Contract (IMC) with the Investment Manager to act as Investment Manager and AIFM of the Company. The Investment Manager has responsibility for the discretionary management of the Company's assets (including uninvested cash) and sole responsibility to take decisions as to the purchase and sale of individual investments. The Investment Manager also has responsibility for asset allocation and sector selection within the limits of the investment policy and guidelines established and regularly reviewed by the Board. The activities of the Investment Manager are subject to the overall control and supervision of the Board.
The Investment Manager has other investment resources which support the investment team and has experience in managing and administering other investment trust companies. The Investment Manager also provides or procures accountancy services, company secretarial and day to day administrative services including the monitoring of third-party suppliers which are directly appointed by the Company. The Investment Manager has, with the consent of the Directors, delegated the provision of certain of these administrative functions to HSBC Securities Services and to Polar Capital Secretarial Services Limited.
The fees of HSBC Securities Services in providing such services, are for the account of the Company.
Information is provided to the Directors in a timely manner covering all relevant management, regulatory and financial information. The Board has a report from the investment team at each meeting and also may ask representatives of the Investment Manager to attend Board meetings, enabling the Directors to probe further on matters of concern or seek clarification on certain issues.
While the Board reviews the performance of the Investment Manager at each Board meeting and the Company's performance against the Benchmark and the investment objectives, the Management Engagement Committee formally carries out the annual review of the IMC and the continued appointment of the Investment Manager.
Investment Team
The Investment Manager provides a team of healthcare specialists and the portfolio is managed by Dr. Daniel Mahony, the lead manager, Mr. Gareth Powell and Dr. James Douglas.
Termination Arrangements
The IMC is terminable by either the Investment Manager or the Company giving to the other not less than 12 months' written notice. The IMC may be terminated earlier by the Company with immediate effect on the occurrence of certain events, including: (i) if an order has been made or an effective resolution passed for the liquidation of the Investment Manager; (ii) if the Investment Manager ceases or threatens to cease to carry on its business; (iii) where the Company is required to do so by a relevant regulatory authority; (iv) on the liquidation of the Company; or (v) subject to certain conditions, where the Investment Manager commits a material breach of the IMC.
In the event the IMC is terminated before the expiry of the Company's fixed life then, except in the event of termination by the Company for certain specified causes, the base fee and the performance fee will be calculated pro rata for the period up to and including the date of termination.
Fee Arrangements Management Fee
Under the terms of the IMC, the Investment Manager will be entitled to a management fee together with reimbursement of reasonable expenses incurred by it in the performance of its duties. The management fee is payable monthly in arrears and will be at the rate of 0.85% per annum of the lower of the Group's market capitalisation and the Company's adjusted Net Asset Value on the relevant day.
In accordance with the Directors' policy on the allocation of expenses between income and capital, in each financial year 80% of the management fee payable is charged to capital and the remaining 20% to income.
Performance Fee
The Investment Manager may be entitled to a performance fee. The performance fee was reset at the date of reconstruction of the Company and will be paid in cash at the end of the Company's expected life (except in the case of an earlier termination of the IMC). The performance fee will be an amount equal to 10% of the excess total return (based on the Adjusted Net Asset Value per ordinary share at that time) over the total return of the benchmark plus 1.5% compounded annually on each anniversary of share admission and adjusted for periods of less than 12 months.
For the purposes of calculating the performance fee, the Company's Adjusted Net Asset Value will be based on the Net Asset Value adjusted by the amount of any dividends paid by the Company deemed to have been reinvested on the date of payment in ordinary shares at their Net Asset Value (on such date) and the resulting amount added to the Company's Net Asset Value.
If at the end of the Company's expected life the amount available for distribution to shareholders is less than 215.9 pence per ordinary share, no performance fee will be payable. If the amount is more than 215.9 pence per ordinary share but payment of the performance fee in full would reduce it below that level, then the performance fee will be reduced such that shareholders receive exactly 215.9p per share.
No performance fee has been paid or accrued since inception and up to 30 September 2018.
Corporate Responsibility
Socially Responsible Investing and Exercising of Voting Powers
The Board has instructed the Investment Manager to take into account the published corporate governance policies of the companies in which they invest. The Board has also considered the Investment Manager's Stewardship Code and Proxy Voting Policy. The Voting Policy is for the Investment Manager to vote at all general meetings of companies in favour of resolutions proposed by the management where it believes that the proposals are in the interests of shareholders. However, in exceptional cases, where it believes that a resolution could be detrimental to the interests of shareholders or the financial performance of the Company, appropriate notification will be given and abstentions or a vote against will be lodged.
The Investment Manager has voted at 49 company meetings over the year ended 30 September 2018 in each case following the recommendations of the management of that company on the casting of votes.
The Investment Manager reports to the Board, when requested, on the application of the Stewardship Code and Voting Policy. The Investment Manager's Stewardship Code and Voting Policy can be found on the Investment Manager's website (www.polarcapital.co.uk).
Environment and Greenhouse Gas Emissions
The Company's core activities are undertaken by its Investment Manager which seeks to limit the use of non-renewable resources and reduce waste where possible.
The Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013 require companies listed on the Main Market of the London Stock Exchange to report on the greenhouse gas (GHG) emissions for which they are responsible. The Company is an investment trust, with neither employees nor premises, nor has it any financial or operational control of the assets which it owns. Consequently, it has no GHG emissions to report from its operations nor does it have responsibility for any other emissions.
Diversity and gender reporting
The Company has no employees and the Board is comprised of one female and three male non-executive Directors. If any new appointments are made to the Board, the Board will continue to have regard to the benefits of diversity, including gender, when seeking to make any such appointments. The Company has not adopted a policy on human rights as it has no employees or operational control of its assets.
Modern Slavery Act
As an investment company, the Company does not provide goods or services in the normal course of business and does not have any customers. Accordingly, it is considered that the Company is not required to make any slavery or human trafficking statements under the Modern Slavery Act 2015.
Anti-bribery, Corruption and Tax Evasion
The Board has adopted a zero- tolerance policy, which is available on the Company's website to bribery, corruption and the facilitation of tax evasion in its business activities and uses the principles of the policies formulated and implemented by the Investment Manager and expects the same standard of zero-tolerance to be adopted by third party service providers.
The Company has implemented a Conflicts of Interest policy to which the Directors must adhere, in the event of divergence between the Investment Manager's policy and the Company's policy the Company's policy shall prevail. The Company is committed to acting with integrity and in the interests of shareholders and will seek to ensure that the law is enforced should such a need arise.
Approved by the Board on 19 December 2018
By order of the Board
T A Lago
Polar Capital Secretarial Services Limited
Company Secretary
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the Group and Company Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare the Group and Company Financial Statements for each financial year. Under that law the Directors have prepared the Group and Company Financial Statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Under company law, the Directors must not approve the Group and Company Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period. In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the Financial Statements; and
- assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
- prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Group and Company Financial Statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group and Company Financial Statements, Article 4 of the IAS Regulations.
They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for such internal control as they determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
The Directors consider that the Annual Report including the Group and Company Financial Statements taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and Company's performance, business model and strategy. Under applicable law and regulations, the Directors are responsible for preparing a Strategic Report, Report of the Directors, Directors' Remuneration Report and a Corporate Governance Statement that are each compliant with the associated laws and regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website although day to day maintenance has been delegated to Polar Capital LLP. Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.
The work carried out by the Auditors does not involve consideration of these matters and, accordingly, the Auditors accept no responsibility for any changes that may have occurred to the Financial Statements since they were initially presented on the website.
Disclosure of Information to the Auditors
As far as the Directors are aware and to the best of their knowledge, having made enquiries, there is no relevant audit information of which the Auditors are unaware and the Directors have taken steps to make themselves aware of any relevant audit information and to establish that the Auditors are aware of such information.
Going Concern
The Board has, through the Audit Committee, considered the Group and Company's position as at 30 September 2018 and the factors impacting the forthcoming year are set out in the Chairman's Statement and the Investment Manager's Report within the Annual Report and in the Strategic Review and in the Report of the Directors which incorporates the corporate governance statement.
The financial position of the Group and Company, their cash flows, and their liquidity position are described in the Strategic Report section of the Annual Report. Note 26 to the Financial Statements includes the Group and Company's policies and process for managing their capital; their financial risk management objectives and details of financial instruments and hedging activities. Exposure to credit risk and liquidity risk are also disclosed.
The Group has a portfolio of investments listed and traded on stock exchanges around the world, the great majority of which can be sold within seven working days, providing considerable financial resources. After making enquiries, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the Annual Report and Financial Statements.
Longer-Term Viability
The Board through the Audit Committee considered and addressed the ability of the Company to continue to operate over a longer period. The work of the Audit Committee in looking at the longer-term viability is described within the Annual Report.
As an investment company with a liquid portfolio, the majority of which can be sold within seven working days, limited expenses which are modest in relation to the asset base of the Company, and no employees the Directors are of the opinion that the Company can continue in operation up to its wind-up date expected to be in March 2025.
Responsibility Statement Under the Disclosure and Transparency Rules
Each of the Directors in office for the period under review of Polar Capital Global Healthcare Trust plc, confirm that, to the best of their knowledge:
- the Financial Statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and
- the Chairman's Statement, Investment Manager's Report, Strategic Review and Report of the Directors (together constituting the Management Report) include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
The Financial Statements were approved by the Board on 19 December 2018 and the responsibility statements were signed on its behalf by James Robinson, Chairman of the Board.
James Robinson
19 December 2018
STATEMENTS OF COMPREHENSIVE INCOME - FOR THE YEAR ENDED 30 SEPTEMBER 2018
|
Note |
Group |
Company |
||||
Year ended |
Year ended |
||||||
Revenue return £'000 |
Capital return £'000 |
Total return £'000 |
Revenue return £'000 |
Capital return £'000 |
Total return £'000 |
||
Investment income |
3 |
3,877 |
102 |
3,979 |
5,796 |
813 |
6,609 |
Other operating income |
4 |
459 |
- |
459 |
3 |
- |
3 |
Gains on investments held at fair value |
5 |
- |
49,559 |
49,559 |
- |
1,030 |
1,030 |
Losses on derivatives |
|
- |
(19) |
(19) |
- |
- |
- |
Other currency losses |
6 |
- |
(259) |
(259) |
- |
(1,192) |
(1,192) |
Total income |
|
4,336 |
49,383 |
53,719 |
5,799 |
651 |
6,450 |
Expenses |
|
|
|
|
|
|
|
Investment management fee |
7 |
(478) |
(1,910) |
(2,388) |
(428) |
(1,713) |
(2,141) |
Other administrative expenses |
8 |
(607) |
(182) |
(789) |
(1,351) |
- |
(1,351) |
Total expenses |
|
(1,085) |
(2,092) |
(3,177) |
(1,779) |
(1,713) |
(3,492) |
Profit/(loss) before finance costs and tax |
|
3,251 |
47,291 |
50,542 |
4,020 |
(1,062) |
2,958 |
Finance costs |
9 |
(3) |
(983) |
(986) |
(1) |
(277) |
(278) |
Profit/(loss) before tax |
|
3,248 |
46,308 |
49,556 |
4,019 |
(1,339) |
2,680 |
Tax |
10 |
(437) |
(3) |
(440) |
(709) |
(7) |
(716) |
Net profit/(loss) for the year and total comprehensive income |
|
2,811 |
46,305 |
49,116 |
3,310 |
(1,346) |
1,964 |
Earnings/(loss) per ordinary share (pence) |
12 |
2.29 |
37.77 |
40.06 |
2.74 |
(1.11) |
1.63 |
The total column of this statement represents the Group's Statement of Comprehensive Income, prepared in accordance with IFRS as adopted by the European Union.
The revenue return and capital return columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies.
The Group does not have any other income or expense that is not included in net profit for the year. The net profit/(loss) for the year disclosed above represents the Group's total comprehensive income.
There are no dilutive securities and therefore the Earnings per Share and the Diluted Earnings per Share are the same.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year.
STATEMENTS OF CHANGES IN EQUITY - FOR THE YEAR ENDED 30 SEPTEMBER 2018
|
Note |
Group and Company Year ended 30 September 2018 |
||||||
Called up share capital £'000 |
Capital redemption reserve £'000 |
Share premium reserve £'000 |
Special distributable reserve £'000 |
Capital reserves £'000 |
Revenue reserve £'000 |
Total Equity £'000 |
||
Total equity at 1 October 2017 |
31,037 |
6,575 |
80,685 |
6,754 |
122,754 |
2,324 |
250,129 |
|
Total comprehensive income: |
|
|
|
|
|
|
|
|
Profit for the year ended 30 September 2018 |
- |
- |
- |
- |
46,305 |
2,811 |
49,116 |
|
Transactions with owners, recorded directly to equity: |
|
|
|
|
|
|
|
|
Shares bought back and held in treasury |
20 |
- |
- |
- |
(529) |
- |
- |
(529) |
Equity dividends paid |
11 |
- |
- |
- |
- |
- |
(2,453) |
(2,453) |
Total equity at |
31,037 |
6,575 |
80,685 |
6,225 |
169,059 |
2,682 |
296,263 |
|
Note |
Group and Company Year ended 30 September 2017 |
||||||
Called up share capital £'000 |
Capital redemption reserve £'000 |
Share premium reserve £'000 |
Special distributable reserve £'000 |
Capital reserves £'000 |
Revenue reserve £'000 |
Total Equity £'000 |
||
Total equity at 1 October 2016 |
30,663 |
- |
28,916 |
61,337 |
124,100 |
2,809 |
247,825 |
|
Total comprehensive (expense)/ income: |
|
|
|
|
|
|
|
|
(Loss)/profit for the year ended 30 September 2017 |
- |
- |
- |
- |
(1,346) |
3,310 |
1,964 |
|
Transactions with owners, recorded directly to equity: |
|
|
|
|
|
|
|
|
Issue of ordinary shares |
17,1920 |
6,949 |
- |
51,769 |
1,229 |
- |
- |
59,947 |
Shares bought back from tender offer |
17,18,20 |
(6,575) |
6,575 |
- |
(55,812) |
- |
- |
(55,812) |
Equity dividends paid |
11 |
- |
- |
- |
- |
- |
(3,795) |
(3,795) |
Total equity at |
31,037 |
6,575 |
80,685 |
6,754 |
122,754 |
2,324 |
250,129 |
BALANCE SHEETS - AS AT 30 SEPTEMBER 2018
|
Notes |
Group |
Company |
||
30 September 2018 £'000 |
30 September 2017 £'000 |
30 September 2018 £'000 |
30 September 2017 £'000 |
||
Non current assets |
|
|
|
|
|
Investments held at fair value |
13 |
320,321 |
274,516 |
320,321 |
274,516 |
Investment in subsidiary |
13 |
- |
- |
50 |
50 |
Current assets |
|
|
|
|
|
Receivables |
14 |
459 |
8,967 |
459 |
8,967 |
Overseas tax recoverable |
|
557 |
433 |
557 |
433 |
Cash and cash equivalents |
24 |
13,851 |
856 |
13,801 |
806 |
|
|
14,867 |
10,256 |
14,817 |
10,206 |
Total assets |
|
335,188 |
284,772 |
335,188 |
284,772 |
Current liabilities |
|
|
|
|
|
Payables |
15 |
(3,841) |
(2,218) |
(3,841) |
(2,218) |
Bank overdraft |
24 |
(1,712) |
(25) |
(1,712) |
(25) |
|
|
(5,553) |
(2,243) |
(5,553) |
(2,243) |
Non-current liabilities |
|
|
|
|
|
Zero dividend preference shares |
16 |
(33,372) |
(32,400) |
- |
- |
Loan from subsidiary |
|
- |
- |
(33,372) |
(32,400) |
Total liabilities |
|
(38,925) |
(34,643) |
(38,925) |
(34,643) |
Net assets |
|
296,263 |
250,129 |
296,263 |
250,129 |
Equity attributable to equity shareholders |
|
|
|
|
|
Called up share capital |
17 |
31,037 |
31,037 |
31,037 |
31,037 |
Share premium reserve |
19 |
80,685 |
80,685 |
80,685 |
80,685 |
Capital Redemption reserve |
18 |
6,575 |
6,575 |
6,575 |
6,575 |
Special distributable reserve |
20 |
6,225 |
6,754 |
6,225 |
6,754 |
Capital reserves |
21 |
169,059 |
122,754 |
169,059 |
122,754 |
Revenue reserve |
22 |
2,682 |
2,324 |
2,682 |
2,324 |
Total equity |
|
296,263 |
250,129 |
296,263 |
250,129 |
Net asset value per ordinary share (pence) |
23 |
241.91 |
203.77 |
241.91 |
203.77 |
Net asset value per ZDP share (pence) |
23 |
103.87 |
100.85 |
- |
- |
The parent company has taken advantage of section 408 of the Companies Act 2006 and has not included its own income statement in the financial statements. The parent company's profit for the year was £2,811k (2017: £3,310k).
The financial statements were approved and authorised for issue by the Board of Directors on 19 December 2018 and signed on its behalf by
James Robinson
Chairman.
CASH FLOW STATEMENTS - FOR THE YEAR ENDED 30 SEPTEMBER 2018
|
|
Group and Company |
|
|
Note |
Year ended 30 September 2018 £'000 |
Year ended 30 September 2017 £'000 |
Cash flows from operating activities |
|
|
|
Profit before finance costs and tax |
|
50,542 |
2,958 |
Adjustment for non-cash items: |
|
|
|
Gain on investments held at fair value through profit or loss |
|
(49,559) |
(1,030) |
Adjusted profit before tax |
|
983 |
1,928 |
Adjustments for: |
|
|
|
Purchases of investments, including transaction costs |
|
(329,500) |
(226,076) |
Sales of investments, including transaction costs |
|
343,187 |
185,763 |
(Increase)/decrease in receivables |
|
(4) |
210 |
Increase in payables |
|
202 |
62 |
Overseas tax deducted at source |
|
(564) |
(875) |
Net cash generated from/(used in) operating activities |
|
14,304 |
(38,988) |
Cash flows from financing activities |
|
|
|
Proceeds from issue of share capital (net of issue costs) |
|
- |
59,947 |
Proceeds from ZDP share issue* |
|
- |
32,128 |
Shares bought back from tender offer |
|
- |
(55,812) |
Cost of shares repurchased |
|
(529) |
- |
Interest paid |
|
(14) |
(6) |
Equity dividends paid |
11 |
(2,453) |
(3,795) |
Net cash (used in)/generated from financing activities |
|
(2,996) |
32,462 |
Net increase/(decrease) in cash and cash equivalents |
|
11,308 |
(6,526) |
Cash and cash equivalents at the beginning of the year |
|
831 |
7,357 |
Cash and cash equivalents at the end of the year |
24 |
12,139 |
831 |
* Within the Company accounts this balance represents proceeds from the loan from its subsidiary.
NOTES TO THE FINANCIAL STATEMENTS - FOR THE YEAR ENDED 30 SEPTEMBER 2018
1. General Information
The consolidated financial statements for the year ended 30 September 2018 comprise the financial statements of the Company and it's wholly-owned subsidiary PCGH ZDP plc (together referred to as the 'Group').
The Group and Company financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), which comprise standards and interpretations approved by the International Accounting Standards Board (IASB) and International Accounting Standards Committee (IASC), as adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies under IFRS.
The Group and Company's presentational currency is pounds sterling (rounded to the nearest £'000). Pounds sterling is also the functional currency of the Group and Company because it is the currency which is most relevant to the majority of the Group and Company's shareholders and creditors and the currency in which the majority of the Group and Company's operating expenses are paid.
2. Accounting Policies
The principal accounting policies which have been applied consistently for all years presented are set out below:
(a) Basis of Preparation
The financial statements have been prepared on a going concern basis under the historical cost convention, as modified by the revaluation of investments and derivative financial instruments at fair value through profit or loss.
Where presentational guidance set out in the Statement of Recommended Practice (SORP) for investment trusts issued by the Association of Investment Companies (AIC) in November 2014 and updated in February 2018, is consistent with the requirements of IFRS, in so far as those requirements are applicable to the financial statements, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.
Basis of consolidation - The Group financial statements consolidate the Financial Statements of the Company and its wholly owned subsidiary, PCGH ZDP plc, drawn up to the same accounting date. The subsidiary is consolidated from the date of its incorporation.
The company has taken advantage of the exemption under section 408 of the Companies Act 2006 and accordingly has not presented a separate parent company income statement.
(b) Presentation of the Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and in accordance with the guidance set out by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Statement of Comprehensive Income. The results presented in the revenue return column is the measure the directors believe appropriate in assessing the Group and Company's compliance with certain requirements set out in section 1158 of the Corporation Tax Act 2010.
(c) Income
Dividends receivable from equity shares are recognised and taken to the revenue return column of the Statement of Comprehensive Income on an ex-dividend basis.
Special dividends are recognised on an ex-dividend basis and may be considered to be either revenue or capital items. The facts and circumstances are considered on a case by case basis before a conclusion on appropriate allocation is reached.
Income from US/Canadian REITs is initially taken to the revenue return column of the Statement of Comprehensive Income on an ex-dividend basis. An adjustment may then be made to reallocate a proportion of this income to capital, depending on the information announced by the REITs.
Where the Group and Company has received dividends in the form of additional shares rather than in cash, the amount of the cash dividend foregone is recognised in the revenue return column of the Statement of Comprehensive Income. Any excess in value of shares received over the amount of the cash dividend foregone is recognised in the capital return column of the Statement of Comprehensive Income.
Bank interest is accounted for on an accruals basis. Interest outstanding at the year-end is calculated on a time apportionment basis using market rates of interest.
(d) Written Options
The Group and Company may write exchange-traded options with a view to generating income. This involves writing short-dated covered-call options and put options. The use of financial derivatives is governed by the Group and Company's policies, as approved by the Board.
These options are recorded initially at fair value, based on the premium income received, and are then measured at subsequent reporting dates at fair value. Changes in the fair value of the options are recognised in the capital return for the period.
The option premiums are recognised evenly over the life of the option and shown in the revenue return, with an appropriate amount shown in the capital return to ensure the total return reflects the overall change in the fair value of the options.
Where an option is exercised, any balance of the premium is recognised immediately in the revenue return with a corresponding adjustment in the capital return based on the amount of the loss arising on exercise of the option.
(e) Expenses
All expenses, including the management fee, are accounted for on an accruals basis and are recognised when they fall due.
All expenses have been presented as revenue items except as follows:
Expenses are charged to the capital column of the Statement of Comprehensive Income where a connection with the maintenance or enhancement of the value of investments can be demonstrated. In this respect the investment management fees have been charged to the Statement of Comprehensive Income in line with the Board's expected long-term split of returns, in the form of capital gains and income from the Group and Company's portfolio. As a result 20% of the investment management fees are charged to the revenue account and 80% charged to the capital account of the Statement of Comprehensive Income.
The performance fee (when payable) is charged entirely to capital as the fee is based on the out- performance of the Benchmark and is expected to be attributable largely, if not wholly, to capital performance.
The research costs relate solely to specialist healthcare research and are accounted for on an accrual basis and, are allocated 20% to revenue and 80% to capital in line with the Board's expected long-term split of revenue and capital return from the Company's investment portfolio.
Finance costs
The ZDP shares are designed to provide a pre- determined capital growth from their original issue price of 100p on 16 June 2017 to a final capital repayment of 122.99p on 19 June 2024. The initial capital will increase at a compound interest rate of 3% per annum.
No dividends are payable on the ZDP shares. The provision for the capital growth entitlement of the ZDP shares is included as a finance cost and charged 100% to capital within the Statement of Comprehensive Income (AIC SORP paragraph 53 issued in November 2014 and updated in February 2018).
Overdraft interest costs are allocated 20% to revenue and 80% to capital in line with the Board's expected long-term split of revenue and capital return from the Company's investment portfolio.
Share issue costs
Costs incurred directly in relation to the issue of shares in the subsidiary are borne by the Company and taken 100% to capital. Share issue costs relating to ordinary share issues by the Company are taken 100% to the share premium account.
Zero Dividend Preference (ZDP) shares
Shares issued by the subsidiary are treated as a liability of the Group, and are shown in the Balance Sheet at their redemption value at the Balance Sheet date. The appropriations in respect of the ZDP shares necessary to increase the subsidiary's liabilities to the redemption values are allocated to capital in the Statement of Comprehensive Income. This treatment reflects the Board's long-term expectations that the entitlements of the ZDP shareholders will be satisfied out of gains arising on investments held primarily for capital growth.
(f) Taxation
The tax expense represents the sum of the overseas withholding tax deducted from investment income, tax currently payable and deferred tax.
The tax currently payable is based on the taxable profits for the year ended 30 September 2018. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group and Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.
In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented against capital returns in the supplementary information in the Statement of Comprehensive Income is the "marginal basis". Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return column of the Statement of Comprehensive Income, then no tax relief is transferred to the capital return column.
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Investment trusts which have approval as such under section 1158 of the Corporation Taxes Act 2010 are not liable for taxation on capital gains.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax rates that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
(g) Investments Held at Fair Value Through Profit or Loss
When a purchase or sale is made under contract, the terms of which require delivery within the timeframe of the relevant market, the investments concerned are recognised or derecognised on the trade date and are initially measured at fair value.
On initial recognition the Group and Company has designated all of its investments as held at fair value through profit or loss as defined by IFRS. All investments are measured at subsequent reporting dates at fair value, which is either the bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted.
All investments, classified as fair value through profit or loss, are further categorised into the following fair value hierarchy:
Level 1: Unadjusted prices quoted in active markets for identical assets and liabilities.
Level 2: Having inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).
Level 3: Having inputs for the asset or liability that are not based on observable market data.
Changes in fair value of all investments held at fair value and realised gains and losses on disposal are recognised in the capital return column of the Statement of Comprehensive Income.
In the event a security held within the portfolio is suspended then judgement is applied in the valuation of that security.
(h) Receivables
Receivables are initially recognised at fair value and subsequently measured at amortised cost. Receivables do not carry any interest and are short-term in nature and are accordingly stated at their nominal value (amortised cost) as reduced by appropriate allowances for estimated irrecoverable amounts.
(i) Cash and Cash Equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, maturity of 3 months or less, highly liquid investments that are readily convertible to known amounts of cash.
(j) Dividends Payable
Dividends payable to shareholders are recognised in the financial statements when they are paid or, in the case of final dividends, when they are approved by the shareholders.
(k) Payables
Other payables are not interest-bearing and are initially valued at fair value and subsequently stated at their nominal value (amortised cost).
(l) Foreign Currency Translation
Transactions in foreign currencies are translated into sterling at the rate of exchange ruling on the date of each transaction. Monetary assets, monetary liabilities and equity investments in foreign currencies at the balance sheet date are translated into sterling at the rates of exchange ruling on that date. Realised profits or losses on exchange, together with differences arising on the translation of foreign currency assets or liabilities, are taken to the capital return column of the Statement of Comprehensive Income.
Foreign exchange gains and losses arising on investments held at fair value are included within changes in fair value.
(m) Capital Reserves
Capital reserve arising on investments sold includes:
- gains/losses on disposal of investments
- exchange differences on currency balances
- transfer to subsidiary in relation to ZDP funding requirement
- other capital charges and credits charged to this account in accordance with the accounting policies above.
Capital reserve arising on investments held includes:
- increases and decreases in the valuation of investments held at the balance sheet date.
All of the above are accounted for in the Statement of Comprehensive Income.
(n) Repurchase of Ordinary Shares (Including Those Held in Treasury)
The costs of repurchasing Ordinary shares including related stamp duty and transaction costs are taken directly to equity and reported through the Statement of Changes in Equity as a charge on the special distributable reserve. Share repurchase transactions are accounted for on a trade date basis.
The nominal value of Ordinary share capital repurchased and cancelled is transferred out of called up share capital and into the capital redemption reserve.
Where shares are repurchased and held in treasury, the transfer to capital redemption reserve is made if and when such shares are subsequently cancelled.
(o) New and revised accounting Standards
There were no new IFRSs or amendments to IFRSs applicable to the current year which had any significant impact on the Group and Company's accounts. At the date of authorisation of these financial statements, the following new and amended IFRSs are in issue but are not yet effective and have not been applied in these accounts:
Effective for periods commencing on or after 1 January 2018:
IFRS9 (2014) Financial Instruments.
The requirement of IFRS9 and its application to the assets and liabilities held by the Group and Company were considered ahead of its adoption on 1 January 2018. The classification of all assets and liabilities remains unchanged under IFRS9 and all figures will be directly comparable to the existing basis of valuation.
IFRS15, Revenue with Contracts with Customers.
IFRS 15 sets out the requirements for revenue recognition. The Company's only revenue streams are dividend income and gains and losses from sale of investments. Given the nature of the Company's revenue streams from financial instruments, the provisions of this standard are not expected to have a material impact.
IFRS2 (amended) Classification and Measurement of Share-based payment transactions.
IFRIC22 Foreign currency transactions and advance consideration.
Annual Improvement Cycles 2015-2017.
Effective for periods commencing on or after 1 January 2019:
IFRS 16 Leases.
IFRIC 23 Uncertainty over Income Tax Treatments.
IAS 19 (amended) Employee Benefits.
IAS 28 (amended) Investments in Associates and Joint Ventures.
The Directors expect that the adoption of the standards listed above will have either no impact or that any impact will not be material on the Financial Statements of the Company in future periods.
(p) Segmental Reporting
Under IFRS 8, 'Operating Segments', operating segments are considered to be the components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker has been identified as the Investment Manager (with oversight from the board).
The Directors are of the opinion that the Group and Company has only one operating segment and as such no distinct segmental reporting is required.
3 Investment Income
|
Year ended 30 September 2018 £'000 |
Year ended 30 September 2017 £'000 |
Revenue: |
|
|
Franked: Listed investments |
|
|
Dividend income |
491 |
750 |
Unfranked: Listed investments |
|
|
Dividend income |
3,386 |
5,046 |
Total investment income allocated to revenue |
3,877 |
5,796 |
Capital: |
|
|
Special dividends allocated to capital |
- |
509 |
Dividends from REITs allocated to capital |
102 |
304 |
Total investment income allocated to capital |
102 |
813 |
4 Other Operating Income
|
Year ended 30 September 2018 £'000 |
Year ended 30 September 2017 £'000 |
Option premium income |
437 |
- |
Bank interest |
22 |
3 |
Total other operating income |
459 |
3 |
Option premium income for the year arises from writing short-dated covered-call options and put options in the expectation that the options will not be exercised or, in overall terms, any losses that may arise following exercise will be outweighed by the premiums received.
5 Gains on Investments Held at Fair Value
|
Year ended 30 September 2018 £'000 |
Year ended 30 September 2017 £'000 |
Net gains on disposal of investments at historic cost |
30,676 |
41,149 |
Less fair value adjustments in earlier years |
(13,268) |
(42,619) |
Gains/(losses) based on carrying value at previous balance sheet date |
17,408 |
(1,470) |
Valuation gains on investments held during the year |
32,151 |
2,500 |
|
49,559 |
1,030 |
6 Other Currency losses
|
Year ended 30 September 2018 £'000 |
Year ended 30 September 2017 £'000 |
Exchange losses on currency balances |
(259) |
(1,192) |
7 Investment Management Fee
|
Year ended 30 September 2018 £'000 |
Year ended 30 September 2017 £'000 |
Management fee |
|
|
- charged to revenue |
478 |
428 |
- charged to capital |
1,910 |
1,713 |
Investment management fee payable to Polar Capital LLP |
2,388 |
2,141 |
Management fees are allocated 20% to revenue and 80% to capital.
8 Other Administrative Expenses (Including VAT where appropriate)
|
Year ended 30 September 2018 £'000 |
Year ended 30 September 2017 £'000 |
Directors' fees |
130 |
115 |
Directors' NIC |
13 |
11 |
Auditors' remuneration*: |
|
|
For audit of the Group and Company financial statements |
30 |
24 |
Depositary fee |
23 |
30 |
Registrar fee |
20 |
32 |
Custody and other bank charges |
28 |
32 |
UKLA and LSE listing fees |
48 |
23 |
Legal & professional fees* |
4 |
838 |
AIC fees |
19 |
20 |
Directors' and officers' liability insurance |
9 |
7 |
Corporate broker's fee |
29 |
28 |
Marketing expenses** |
28 |
21 |
Research costs*** |
45 |
- |
Shareholder communications |
31 |
22 |
HSBC administration fee |
143 |
129 |
Other expenses |
7 |
19 |
|
607 |
1,351 |
Transaction charges - allocated to capital |
1 |
- |
Research cost - allocated to capital** |
181 |
- |
|
789 |
1,351 |
* 2018 includes £4,500 paid to the Auditor for the audit of PCGH ZDP Plc.
** Includes marketing expenses payable to Polar Capital LLP of £22,500. This is based on an annual marketing budget of £30,000 agreed with the Board and applied from 1 January 2018.
*** Research costs (which applied from 3 January 2018) payable by the Company relate solely to specialist healthcare research and are capped at US $394,867 (£303,000) with the cost of general non-specialist research and any amounts exceeding the agreed cap being absorbed by Polar Capital. These costs are allocated 20% to revenue and 80% to capital and are included in the ongoing charges calculation.
Research costs were previously wrapped up in trade commission. Under MIFID II which applied from 3rd January 2018, changes were made to how investment managers pay for their research. This new regime requires investment managers to budget separately for research and trading costs.
Ongoing charges represents the total expenses of the fund, excluding finance costs and tax, expressed as a percentage of the average daily net asset value, in accordance with AIC guidance issued in May 2012.
The ongoing charges ratio for the year ended 30 September 2018 was 1.08% (2017: 1.02%). See Alternative Performance Measures.
9 Finance Costs
|
Year ended 30 September 2018 |
Year ended 30 September 2017 |
||||
Revenue return |
Capital return |
Total return |
Revenue return |
Capital return |
Total return |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Interest on overdrafts |
3 |
11 |
14 |
1 |
5 |
6 |
Appropriation to ZDP shares |
- |
972 |
972 |
- |
272 |
272 |
Total finance costs |
3 |
983 |
986 |
1 |
277 |
278 |
10 Taxation
|
Year ended |
Year ended |
||||
Revenue return £'000 |
Capital return £'000 |
Total return £'000 |
Revenue return £'000 |
Capital return £'000 |
Total return £'000 |
|
a) Analysis of tax charge for the year: |
|
|
|
|
|
|
Overseas tax |
437 |
3 |
440 |
709 |
7 |
716 |
Total tax for the year (see note 10b) |
437 |
3 |
440 |
709 |
7 |
716 |
b) Factors affecting tax charge for the year: |
|
|
|
|
|
|
The charge for the year can be reconciled to the profit per the Statement of Comprehensive Income as follows: |
|
|
|
|
|
|
Profit/(loss) before tax |
3,248 |
46,308 |
49,556 |
4,019 |
(1,339) |
2,680 |
Tax at the UK corporation tax rate of 19% (2017: 19%)* |
617 |
8,799 |
9,416 |
382 |
(127) |
255 |
Tax at the UK corporation tax rate of 20% (2017: 20%)* |
- |
- |
- |
402 |
(134) |
268 |
Tax effect of non-taxable dividends |
(756) |
(20) |
(776) |
(1,055) |
(159) |
(1,214) |
(Gains)/loss on investments that are not taxable |
- |
(9,363) |
(9,363) |
- |
32 |
32 |
Unrelieved current period expenses |
139 |
399 |
538 |
116 |
335 |
451 |
Overseas tax suffered |
437 |
3 |
440 |
709 |
7 |
716 |
Expenses not allowable |
- |
185 |
185 |
163 |
53 |
216 |
Tax relief on overseas tax suffered |
- |
- |
- |
(8) |
- |
(8) |
Total tax for the year (see note 10a) |
437 |
3 |
440 |
709 |
7 |
716 |
* Under the Finance Act 2015, the rate of corporation tax was lowered to 19% from 1 April 2017.
c) Factors that may affect future tax charges:
The Company has an unrecognised deferred tax asset of £2,018,000 (2017: £1,377,000) based on a prospective corporation tax rate of 17% (2017: 17%).
The deferred tax asset has arisen due to the cumulative excess of deductible expenses over taxable income. Given the composition of the Company's portfolio, it is not likely that this asset will be utilised in the foreseeable future and therefore no asset has been recognised in the accounts.
Given the Company's intention to meet the conditions required to retain its status as an Investment Trust Company, no provision has been made for deferred tax on any capital gains or losses arising on the revaluation or disposal of investments.
11 Amounts Recognised as Distributions to Ordinary Shareholders in the Year
Dividends paid in the year ended 30 September 2018
Payment date |
No of shares |
Pence per share |
Year ended £'000 |
28 February 2018 |
122,750,000 |
1.00p |
1,228 |
31 August 2018 |
122,470,000 |
1.00p |
1,225 |
|
|
|
2,453 |
The revenue available for distribution by way of dividend for the year is £2,811,000 (2017: £3,310,000).
The total dividends payable in respect of the financial year ended 30 September 2018 which is the basis on which the requirements of Section 1158 Corporation Tax Act 2010 are considered, is set out below:
Payment date |
No of shares |
Pence per share |
Year ended £'000 |
31 August 2018 |
120,470,000 |
1.00p |
1,225 |
28 February 2019 |
120,470,000 |
1.00p |
1,225 |
|
|
|
2,450 |
Dividends paid in the year ended 30 September 2017
Payment date |
No of shares |
Pence per share |
Year ended £'000 |
30 November 2016 |
120,475,000 |
0.75p |
904 |
28 February 2017 |
120,475,000 |
0.75p |
904 |
9 June 2017 |
120,475,000 |
1.65p |
1,987 |
|
|
|
3,795 |
The total dividends payable in respect of the financial year ended 30 September 2017 which is the basis on which the requirements of Section 1158 Corporation Tax Act 2010 are considered, is set out below:
Payment date |
No of shares |
Pence per share |
Year ended £'000 |
28 February 2017 |
120,475,000 |
0.75p |
904 |
9 June 2017 |
120,475,000 |
1.65p |
1,987 |
28 February 2018 |
122,750,000 |
1.00p |
1,228 |
|
|
|
4,119 |
All dividends are paid as interim dividends.
The dividends paid in February each year relate to a dividend declared in respect of the previous financial year but paid in the current accounting year.
12 Earnings per Ordinary Share
|
Year ended 30 September 2018 |
Year ended 30 September 2017 |
||||||
Revenue return |
Capital return |
Total return |
Revenue return |
Capital return |
Total return |
|
||
The calculation of basic earnings per share is based |
|
|
|
|
|
|
|
|
Net profit/(loss) for the year (£'000) |
2,811 |
46,305 |
49,116 |
3,310 |
(1,346) |
1,964 |
|
|
Weighted average ordinary |
122,602,712 |
122,602,712 |
120,602,712 |
120,996,259 |
120,996,259 |
120,996,259 |
|
|
Basic - ordinary shares (pence) |
2.29 |
37.77 |
40.06 |
2.74 |
(1.11) |
1.63 |
|
|
As at 30 September 2018 there were no potentially dilutive shares in issue.
13 Investments Held at Fair Value
(a) Movements on investments
|
30 September 2018 £'000 |
30 September 2017 £'000 |
Cost brought forward |
249,824 |
181,570 |
Valuation gains |
24,692 |
64,811 |
Valuation brought forward |
274,516 |
246,381 |
Additions at cost |
330,921 |
221,380 |
Proceeds on disposal |
(334,675) |
(194,275) |
Gains/(losses) on disposal |
17,408 |
(1,470) |
Valuation gains |
32,151 |
2,500 |
Valuation at 30 September |
320,321 |
274,516 |
Cost at 30 September |
276,747 |
249,824 |
Closing fair value adjustment |
43,574 |
24,692 |
Valuation at 30 September |
320,321 |
274,516 |
The following transaction costs, including stamp duty and broker commissions were incurred during the year:
|
30 September 2018 £'000 |
30 September 2017 £'000 |
On acquisition |
197 |
350 |
On disposal |
151 |
251 |
|
348 |
601 |
(b) Fair value hierarchy
|
30 September 2018 £'000 |
30 September 2017 £'000 |
Level 1 assets |
320,321 |
274,516 |
Valuation at 30 September |
320,321 |
274,516 |
All Level 1 assets are traded on a recognised Stock Exchange.
(c) Subsidiary undertaking
Company and business |
Country of registration, incorporation and operation |
Number and class of shares held by the Company |
Holding |
PCGH ZDP Plc |
England and Wales |
50,000 Ordinary shares of £1 |
100% |
The Company is a public limited company with the sole purpose of issuing Zero Dividend Preference (ZDP) shares. The registered office is at Polar Capital, 16 Palace Street, London SW1E 5JD.
The investment is stated in the Company's Financial Statements at cost, which is considered by the Directors to equate to fair value.
The subsidiary is non-trading and the value of the net assets have not changed since the acquisition of the ordinary share capital by the Company. The cost is therefore considered to equate to the fair value of the shares held.
14 Receivables
|
30 September 2018 £'000 |
30 September 2017 £'000 |
Sales for future settlement |
- |
8,512 |
Accrued income |
436 |
368 |
VAT recoverable |
- |
74 |
Prepayments |
23 |
13 |
|
459 |
8,967 |
15 Payables
|
30 September 2018 £'000 |
30 September 2017 £'000 |
Purchases for future settlement |
3,338 |
1,917 |
Accruals |
503 |
301 |
|
3,841 |
2,218 |
16 Zero Dividend Preference Shares ("ZDP Shares")
|
30 September 2018 £'000 |
30 September 2017 £'000 |
At 1 October |
32,400 |
- |
ZDP shares - initial placing at 100p on 16 June 2017 |
- |
32,128 |
Capital growth of ZDP shares |
972 |
272 |
At 30 September |
33,372 |
32,400 |
17 Called up Share Capital
(i) Ordinary shares - Allotted, Called up and Fully paid: |
30 September 2018 £'000 |
30 September 2017 £'000 |
Ordinary shares of nominal value 25p each: |
|
|
Opening balance of 122,750,000 (30 September 2017: 120,475,000) |
30,687 |
30,119 |
Issue of nil (2017: 27,798,298) ordinary shares from open offer |
- |
6,949 |
Issue of nil (2017: 775,744) ordinary shares from treasury |
- |
194 |
Repurchase and cancellation of nil (2017: 26,299,042) |
- |
(6,575) |
Repurchase of 280,000 (2017: nil) ordinary shares, into treasury |
(70) |
- |
Allotted, Called up and Fully paid: 122,470,000 |
30,617 |
30,687 |
1,679,256 (2017: 1,399,256) ordinary shares, held in treasury |
420 |
350 |
At 30 September |
31,037 |
31,037 |
280,000 ordinary shares were repurchased into treasury at a cost of £529,000.
The ordinary shares held in treasury have no voting rights and are not entitled to dividends.
(ii) ZDP shares - Allotted, Called up and Fully paid: |
30 September 2018 £'000 |
30 September 2017 £'000 |
ZDP shares of nominal value 1p each: |
|
|
Opening balance of 32,128,437 ZDP shares (30 September 2017: nil) |
32,128 |
- |
Issue of nil (30 September 2017: 32,128,437 issued from initial placing on 16 June 2017) ZDP shares |
- |
32,128 |
Allotted, Called up and Fully paid: 32,128,437 (30 September 2017: 32,128,437) ZDP shares of 1p |
32,128 |
32,128 |
At 30 September |
32,128 |
32,128 |
18 Capital Redemption Reserve
|
30 September 2018 £'000 |
30 September 2017 £'000 |
At 1 October |
6,575 |
- |
Repurchase and cancellation of nil (2017: 26,299,042) |
- |
6,575 |
At 30 September |
6,575 |
6,575 |
This reserve is not distributable.
19 Share Premium Reserve
|
30 September 2018 £'000 |
30 September 2017 £'000 |
At 1 October |
80,685 |
28,916 |
Issue of nil (2017: 27,798,298 at 213.80p each) ordinary shares |
- |
52,483 |
Issue of nil (2017: 150,744 at 212.00p each) ordinary shares |
- |
80 |
Issue of nil (2017: 100,000 at 213.25p each) ordinary shares |
- |
54 |
Issue of nil (2017: 225,000 at 212.50p each) ordinary shares |
- |
121 |
Issue of nil (2017: 100,000 at 210.50p each) ordinary shares |
- |
52 |
Issue of nil (2017: 200,000 at 209.00p each) ordinary shares |
- |
100 |
Issue costs |
- |
(1,121) |
At 30 September |
80,685 |
80,685 |
This reserve is not distributable.
20 Special Distributable Reserve
|
30 September 2018 £'000 |
30 September 2017 £'000 |
At 1 October |
6,754 |
61,337 |
Repurchase and cancellation of nil (2017: 26,299,042) ordinary shares |
- |
(55,812) |
Issue of nil (2017: 775,744) ordinary shares from treasury |
- |
1,229 |
Repurchase of 280,000 (2017: nil) ordinary shares into treasury |
(529) |
- |
At 30 September |
6,225 |
6,754 |
Surpluses to the credit of the special distributable reserve can be used to purchase the Group and Company's own shares. In addition the Group and Company may use this reserve for the payment of dividends.
21 Capital Reserves
|
30 September 2018 £'000 |
30 September 2017 £'000 |
At 1 October |
122,754 |
124,100 |
Net gains/(losses) on disposal of investments |
17,408 |
(1,470) |
Valuation gains on investments held during the year |
32,151 |
2,500 |
Exchange losses on currency balances |
(259) |
(1,192) |
Derivatives realised loss |
(19) |
- |
Capital dividends |
102 |
813 |
Irrecoverable tax on special capital dividends |
(3) |
(7) |
Overdraft interest allocated to capital |
(11) |
(5) |
Transaction charges allocated to capital |
(1) |
- |
Research costs to capital |
(181) |
- |
Investment management fee allocated to capital |
(1,910) |
(1,713) |
Capital contribution to ZDP entitlement |
(163) |
(45) |
ZDP appropriation |
(809) |
(227) |
At 30 September |
169,059 |
122,754 |
The balance on the capital reserve represents a profit of £43,574,000 (2017: £24,692,000) on investments held and a profit of £125,485,000 (2017: £98,062,000) on investments sold.
The balance on investments held comprises holding gains on investments (which maybe deemed to be realised and other amounts, which are unrealised. An analysis has not been made between the amounts that are realised (and may be distributed or used to repurchase the Group and Company's shares) and those that are unrealised.
The balance on investments sold are realised distributable capital reserves which may be used to repurchase the Group and Company's shares or be distributed as dividends.
22 Revenue Reserve
|
30 September 2018 £'000 |
30 September 2017 £'000 |
At 1 October |
2,324 |
2,809 |
Revenue profit |
2,811 |
3,310 |
Interim dividends paid |
(2,453) |
(3,795) |
At 30 September |
2,682 |
2,324 |
The revenue reserve may be distributed or used to repurchase the Group and Company's shares (subject to being a positive balance).
23 Net Asset Value Per Share
(i) Ordinary shares |
30 September 2018 |
30 September 2017 |
Net assets attributable to ordinary shareholders (£'000) |
296,263 |
250,129 |
Ordinary shares in issue at end of year |
122,470,000 |
122,750,000 |
Net asset value per ordinary share (pence) |
241.91 |
203.77 |
Total issued ordinary shares |
124,149,256 |
124,149,256 |
Ordinary shares held in treasury |
1,679,256 |
1,399,256 |
Ordinary shares in issue |
122,470,000 |
122,750,000 |
As at 30 September 2018 there were no potentially dilutive shares in issue.
(ii) ZDP shares |
30 September 2018 |
30 September 2017 |
Calculated entitlement of ZDP shareholders (£) |
33,372,440 |
32,400,428 |
ZDP shares in issue at the end of the year |
32,128,437 |
32,128,437 |
Net asset value per ZDP share (pence) |
103.87 |
100.85 |
24 Cash and Cash Equivalents
|
30 September 2018 £'000 |
30 September 2017 £'000 |
Cash at bank |
12,777 |
264 |
Cash held at derivative clearing houses |
1,024 |
542 |
Bank overdraft |
(1,712) |
(25) |
Cash held at subsidiary |
50 |
50 |
|
12,139 |
831 |
25 Transactions with the Investment Manager and Related Party Transactions
(a) Transactions with the Manager
Under the terms of an agreement dated 26 May 2010 the Group has appointed Polar Capital LLP ('Polar Capital') to provide investment management, accounting, secretarial and administrative services. Details of the fee arrangement for these services are given in the Strategic Report. The total fees, paid under this agreement to Polar Capital in respect of the year ended 30 September 2018 were £2,388,000 (2017: £2,141,000) of which £212,000 (2017: £198,000) was outstanding at the year-end.
In addition, the total research costs in respect of the period from 1 January 2018 to the year ended 30 September 2018 were £226,000 (2017: £nil) of which £168,000 (2017: £nil) was outstanding at the year-end.
(b) Related party transactions
The Group and Company has no employees and therefore no key management personnel other than the Directors. The Group and Company paid £130,000 (2017: £115,000) to the Directors and the Remuneration Report is set out within the Annual Report.
26 Derivatives and Other Financial Instruments
Risk management policies and procedures for the Group and Company
The Group and Company invests in equities and other financial instruments for the long term to further the investment objective set out in the Annual Report.
This exposes the Group and Company to a range of financial risks that could impact on the assets or performance of the Group and Company.
The main risks arising from the Group and Company's pursuit of its investment objective are market risk, liquidity risk and credit risk and the Directors' approach to the management of them is set out below. The Group and Company's exposure to financial instruments can comprise:
o Equity and non-equity shares and fixed interest securities which may be held in the investment portfolio in accordance with the investment objective.
o Bank overdrafts, the main purpose of which is to raise finance for the Group and Company's operations.
o Cash, liquid resources and short-term receivables and payables that arise directly from the Group and Company's operations.
o Derivative transactions which the Group and Company enters into may include equity or index options, index futures contracts, and forward foreign exchange contracts.
The purpose of these is to manage the market price risks and foreign exchange risks arising from the Group and Company's investment activities.
The overall management of the risks is determined by the Board and its approach to each risk identified is set out below. The Board and the Investment Manager co-ordinate the risk management and the Investment Manager assesses the exposure to market risk when making each investment decision.
(a) Market Risk
Market risk comprises three types of risk: market price risk (see note 26(a)(i)), currency risk (see note 26(a)(ii)), and interest rate risk (see note 26(a)(iii)).
(i) Market Price Risk
The Group and Company is an investment company and as such its performance is dependent on its valuation of its investments. Consequently, market price risk is the most significant risk that the Group and Company faces.
Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Group and Company's operations.
It represents the potential loss the Group and Company might suffer through holding market positions in the face of price movements.
A detailed breakdown of the investment portfolio is given above. Investments are valued in accordance with the accounting policies as stated in Note 2(g).
At the year end, the Group and Company did not hold any derivative instruments (2017: nil).
Management of the risk
In order to manage this risk it is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce both the statistical risk and the risk arising from factors specific to a particular healthcare sub sector. The allocation of assets to international markets, together with stock selection covering small, medium and large companies, and the use of index options, are other factors which act to reduce price risk. The Investment Manager actively monitors market prices throughout the year and reports to the Board which meets regularly in order to consider investment strategy.
Market price risks exposure
The Group and Company's exposure to changes in market prices at 30 September on its investments was as follows:
|
Year ended 30 September 2018 £'000 |
Year ended 30 September 2017 £'000 |
Non-current asset investments at fair value through profit or loss |
320,321 |
274,516 |
|
320,321 |
274,516 |
Market price risk sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and the value of shareholders' funds to an increase or decrease of 15% in the fair values of the Group and Company's investments. This level of change is considered to be reasonably possible based on observation of current market conditions and historic trends.
The sensitivity analysis is based on the Group and Company's investments at each balance sheet date, with all other variables held constant.
|
Year ended 30 September 2018 |
Year ended 30 September 2017 |
||
Increase in £'000 |
Decrease in £'000 |
Increase in £'000 |
Decrease in £'000 |
|
Statement of Comprehensive Income - |
|
|
|
|
Revenue return |
(81) |
81 |
(70) |
70 |
Capital return |
47,721 |
(47,721) |
40,897 |
(40,897) |
Change to the profit after tax for the year |
47,640 |
(47,640) |
40,827 |
(40,827) |
Change to equity attributable to shareholders |
47,640 |
(47,640) |
40,827 |
(40,827) |
(ii) Currency Risk
The Group and Company's total return and net assets can be significantly affected by currency translation movements as the majority of the Group and Company's assets and revenue are denominated in currencies other than sterling.
Management of the risk
The Investment Manager mitigates risks through an international spread of investments.
Settlement risk on investment trades is managed through short term hedging.
Foreign currency exposure
The table below shows, by currency, the split of the Group and Company's monetary assets, liabilities and investments that are priced in currencies other than sterling.
|
Year ended 30 September 2018 £'000 |
Year ended 30 September 2017 £'000 |
Monetary Assets: |
|
|
Cash and short term receivables |
|
|
Swiss francs |
725 |
537 |
Danish krone |
448 |
2 |
Japanese yen |
166 |
107 |
Euros |
135 |
137 |
US dollars |
69 |
9,125 |
Singapore dollars |
- |
44 |
Australian dollars |
- |
31 |
Canadian dollars |
- |
7 |
Monetary Liabilities: |
|
|
Other payables |
|
|
US dollars |
(733) |
(7,892) |
Danish krone |
(422) |
- |
Foreign currency exposure on net monetary items |
388 |
2,098 |
Non-Monetary Items: |
|
|
Investments at fair value through profit or loss that are equities |
|
|
US dollars |
252,232 |
201,015 |
Swiss francs |
16,730 |
17,547 |
Japanese yen |
14,206 |
8,225 |
Danish krone |
9,093 |
- |
Swedish krona |
2,227 |
- |
Norwegian krona |
1,347 |
643 |
Euros |
- |
33,710 |
Australian dollars |
- |
2,292 |
Canadian dollars |
- |
1,318 |
Singapore dollars |
- |
598 |
Total net foreign currency exposure |
296,223 |
267,446 |
During the financial year, movements against sterling in the four major currencies noted above were:
US dollar appreciated by 2.8% (2017: depreciated by 3.3%),
Swiss franc appreciated by 1.9% (2017: depreciated by 3.1%),
Japanese yen appreciated by 1.9% (2017: depreciated by 14.8%),
Danish Krone appreciated by 0.9% (2017: appreciated by 1.9%).
Foreign currency sensitivity
The following table illustrates the sensitivity of the profit after tax for the year and the value of equity attributable to shareholders in regard to the financial assets and financial liabilities and the exchange rates for the £/US dollar, £/Swiss francs, £/Japanese yen and £/Euro.
Based on the year end position, if sterling had depreciated by a further 15% (2017: 15%) against the currencies shown, this would have the following effect:
|
Year ended 30 September 2018 £'000 |
|||
US |
Swiss |
Japanese Yen |
Danish Krone |
|
Statement of Comprehensive Income - profit after tax |
|
|
|
|
Revenue return |
12 |
128 |
29 |
79 |
Capital return |
44,512 |
2,952 |
2,507 |
1,605 |
Change to the profit after tax for the year |
44,524 |
3,080 |
2,536 |
1,684 |
|
Year ended 30 September 2017 £'000 |
|||
US |
Swiss Francs |
Japanese Yen |
Euros |
|
Statement of Comprehensive Income - profit after tax |
|
|
|
|
Revenue return |
1,610 |
95 |
19 |
24 |
Capital return |
35,473 |
3,097 |
1,451 |
5,949 |
Change to the profit after tax for the year |
37,083 |
3,192 |
1,470 |
5,973 |
Based on the year end position, if sterling had appreciated by a further 15% (2017: 15%) against the currencies shown, this would have the following effect:
|
Year ended 30 September 2018 £'000 |
|||
US |
Swiss Francs |
Japanese Yen |
Danish Krone |
|
Statement of Comprehensive Income - profit after tax |
|
|
|
|
Revenue return |
(9) |
(95) |
(22) |
(58) |
Capital return |
(32,900) |
(2,182) |
(1,853) |
(1,186) |
Change to the profit after tax for the year |
(32,909) |
(2,277) |
(1,875) |
(1,244) |
|
Year ended 30 September 2017 £'000 |
|||
US |
Swiss Francs |
Japanese Yen |
Euros |
|
Statement of Comprehensive Income - profit after tax |
|
|
|
|
Revenue return |
(1,190) |
(70) |
(14) |
(18) |
Capital return |
(26,219) |
(2,746) |
(1,073) |
(4,397) |
Change to the profit after tax for the year |
(27,409) |
(2,816) |
(1,087) |
(4,415) |
In the opinion of the Directors, while these are regarded as reasonable estimates, neither of the above sensitivity analyses are representative of the year as a whole since the level of exposure changes frequently as part of the currency risk management process used to meet the Group's objectives.
(iii) Interest Rate Risk
Although the majority of the Group and Company's financial assets are equity shares which pay dividends, not interest, the Group and Company will be affected by interest rate changes as interest is earned on any cash balances and paid on any overdrawn balances.
Given the interest rate risk exposure noted below, the impact of any interest rate change is not considered to be significant and as such, no sensitivity analysis has been provided. Interest rate changes will also have an impact on the valuation of equities, although this forms part of price risk, which has already been considered separately above.
Management of the risk
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions.
Derivative contracts are not used to hedge against the exposure to interest rate risk.
Interest rate exposure
At the year-end, financial assets and liabilities exposed to floating interest rates were as follows:
|
Year ended 30 September 2018 £'000 |
Year ended 30 September 2017 £'000 |
Cash at bank and at derivative clearing houses |
13,801 |
806 |
Cash held at subsidiary |
50 |
50 |
Bank overdraft |
(1,712) |
(25) |
|
12,139 |
831 |
The above year-end amounts may not be representative of the exposure to interest rates in the year ahead since the level of cash held during the year will be affected by the strategy being followed in response to the Board's and Manager's perception of market prospects and the investment opportunities available at any particular time.
(b) Liquidity Risk
Liquidity risk is the possibility of failure of the Group and Company to realise sufficient assets to meet its financial liabilities.
Management of the risk
The Group and Company's assets mainly comprise readily realisable securities which may be sold to meet funding requirements as necessary.
Liquidity risk exposure
At 30 September the financial liabilities comprised:
|
30 September 2018 £'000 |
30 September 2017 £'000 |
Due within 1 month: |
|
|
Other creditors and accruals |
3,841 |
2,218 |
Bank overdraft |
1,712 |
25 |
Due in more than 1 year |
|
|
ZDP's entitlement |
33,372 |
32,400 |
|
38,925 |
34,643 |
The ZDP shares have a planned repayment date of 19 June 2024 in the amount of £39,514,000.
(c) Credit Risk
Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of investments or to repay deposits.
Management of the risk
The Group and Company manages credit risk by using brokers from a database of approved brokers
and by dealing through Polar Capital. All cash balances are held with approved counterparties.
HSBC Bank plc is the custodian of the Group and Company's assets. The Group and Company's assets are segregated from HSBC's own trading assets and are therefore protected in the event that HSBC were to cease trading.
These arrangements were in place throughout the current and prior year.
Credit risk exposure
The maximum exposure to credit risk at 30 September 2018 was £14,287,000 (2017: £1,224,000) comprising:
|
30 September 2018 £'000 |
30 September 2017 £'000 |
Accrued Income |
436 |
368 |
Cash at bank |
13,851 |
856 |
|
14,287 |
1,224 |
All of the above financial assets are current, their fair values are considered to be the same as the values shown and the likelihood of a material credit default is considered low. None of the Group and Company's assets are past due or impaired. All deposits were placed with banks that had a rating of A or higher.
(d) Capital Management Policies and Procedures
The Group and Company's capital, or equity, is represented by its net assets which amounted to £296,263,000 for the year ended 30 September 2018 (2017: £250,129,000), which are managed to achieve the Group's and Company's investment objective.
The Board monitors and reviews the broad structure of the Group's and Company's capital on an ongoing basis. This review includes:
(i) the need to issue or buy back equity shares for cancellation, which takes account of the difference between the net asset value per share and the share price (i.e. the level of share price discount or premium); and
(ii) the determination of dividend payments.
The Group and Company is subject to externally imposed capital requirements through the Companies Act with respect to its status as a public company. In addition, in order to pay dividends out of profits available for distribution by way of dividend, the Group and Company has to be able to meet one of two capital restriction tests imposed on investments by company law.
These requirements are unchanged since the previous year end and the Group and Company has complied with them.
Alternative Performance Measures (APMs)
In assessing the perfomance of the Company and Group the Investment Manager and the Directors use the following APMs which are considered to be known industry metrics:
Net Asset Value (NAV)
The NAV is the value attributed to the underlying assets of the Company less the liabilities, presented either on a per share or total basis.
The value of the Company's assets, principally investments made in other companies and cash being held, minus any liabilities. The NAV is also described as 'Shareholders' funds' per share. The NAV is often expressed in pence per share after being divided by the number of shares which have been issued. The NAV per share is unlikely to be the same as the share price which is the price at which the Company's shares can be bought or sold by an investor.
As at 30 September 2018, the Group's total equity was £296,263,000 and there were 122,470,000 ordinary shares in issue. The Group's NAV per share was therefore 241.91p (£296,263,000/122,470,000). At 30 September 2018, the value of the ZDP shares was £33,372,000 (note 16 of the notes to the financial statements on page xx) and the number of ZDP shares in issue was 32,128,437. The NAV per ZDP share was therefore 103.87p (£33,372,000/32,128,437).
Total Net Assets (Group and Company)
The value of the Group's and Company's assets, principally investments made in other companies and cash being held, minus any liabilities.
At 30 September 2018, the total assets were £335,188,000 and the total liabilities were £38,925,000, the total net assets therefore were £296,263,000 (£335,188,000 - £38,925,000= £296,263,000)
NAV Total Return
The NAV total return shows how the net asset value has performed over a period of time taking into account both capital returns and dividends paid to shareholders. NAV total return is calculated as the change in NAV from the start of the period, assuming that dividends paid to shareholders are reinvested on the payment date in ordinary shares at their net asset value. The NAV at the start of the period was 203.77p.
As at 30 September 2018, the Group's NAV per share was 241.91p, the impact of the dividend reinvestment in NAV was 2.21p, and the adjusted NAV per share was therefore 244.12p (241.91p+2.21p=244.12p). The NAV total return over the year was 19.80% ((244.12p-203.77p)/203.77p).
Share Price Total Return
Share price total return shows how the share price has performed over a period of time. It assumes that dividends paid to shareholders are reinvested in the shares at the time the shares are quoted ex dividend.
As at 30 September 2018, the Company's share price was 223.00p and the opening share price as at 30 September 2017 was 198.00p; a reinvestment factor of 1.009678, relating to the impact of the reinvested dividends during the year, was applied to reach a closing adjusted share price for the purposes of the calculation of share price performance with income reinvested of 225.16p. The share price total return is (225.16p-198.0p)/198.0p=13.72%.
Discount /Premium
A description of the difference between the share price and the net asset value per share usually expressed as a percentage (%) of the net asset value per share. If the share price is higher than the NAV per share the result is a premium. If the share price is lower than the NAV per share, the shares are trading at a discount.
The share price at 30 September 2018 was 223.00p and NAV was 241.91p; the discount was therefore 7.8%, (223.00p-241.91p)/241.91p.
Total Expenses (Group and Company)
Comprising all the operating expenses, which includes research costs, of the Group and Company plus those expenses which are excluded from the ongoing charges calculation, including transaction costs, finance costs, tax and non-recurring expenses. Costs in relation to share issues and share buybacks are excluded from the calculation.
At 30 September 2018, the total operating expenses including management fees were £3,177,000, finance costs were £986,000 and taxes were £440,000; the total expenses therefore were £4,603,000 (£3,177,000 + £986,000 + £440,000=£4,603,000).
Ongoing Charges
Ongoing charges are calculated in accordance with AIC guidance by taking the Company's annual ongoing charges, excluding performance fees and exceptional items, if any, and expressing them as a percentage of the average daily net asset value of the Company over the year. Ongoing charges include all regular operating expenses of the Company. Transaction costs, interest payments, tax and non-recurring expenses are excluded from the calculation as are the costs incurred in relation to share issues and share buybacks. Where a performance fee is paid or is payable, a second ongoing charge is provided, calculated on the same basis as the above but incorporating the amount of performance fee due or paid.
Ongoing charges for the year equals the management fee of £2,388,000 plus other operating expenses of £788,000 divided by the Group's average NAV in the period. (£3,176,000/£294,392,064=1.08%). Since there was no performance fee paid or payable for the year the ongoing charges including performance fee is the same as the ongoing charges.
Gearing
Gearing is calculated in line with AIC guidelines and represents net gearing. This is defined as total assets less cash and cash equivalents divided by net assets. The total assets are calculated by adding back the structural gearing which is the ZDP value. Cash and cash equivalents are cash and purchases and sales for future settlement outstanding at year end.
As at 30 September 2018 the net assets were £296,263,000, ZDP value was £33,372,000 and cash and cash equivalents (including amounts for future settlement) were £8,801,000, and the gearing was therefore 8.29%, (((£296,263,000+£33,372,000- £8,801,000) / £296,263,000) -1).
AGM
The Annual Report and separate Notice of Meeting for the Annual General Meeting will be posted to shareholders in January 2019 and will be available thereafter from the company secretary at the Registered Office, 16 Palace Street London SW1E 5JD or from the Company's website. The AGM will be held at 16 Palace Street, London SW1E 5JD at 12 noon on 27 February 2019.
FORWARD LOOKING STATEMENTS
Certain statements included in the Annual Report and Financial Statements contain forward-looking information concerning the Company's strategy, operations, financial performance or condition, outlook, growth opportunities or circumstances in the countries, sectors or markets in which the Company operates. By their nature, forward-looking statements involve uncertainty because they depend on future circumstances, and relate to events, not all of which are within the Company's control or can be predicted by the Company. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Actual results could differ materially from those set out in the forward-looking statements. For a detailed analysis of the factors that may affect our business, financial performance or results of operations, we urge you to look at the principal risks and uncertainties included in the Strategic Report Section the Annual Report and Financial Statements.
No part of these results constitutes, or shall be taken to constitute, an invitation or inducement to invest in Polar Capital Global Healthcare Trust plc or any other entity, and must not be relied upon in any way in connection with any investment decision.
The Company undertakes no obligation to update any forward-looking statements.
Neither the contents of the company's website nor the contents of any website accessible from hyperlinks on the company's website (or any other website) is incorporated into, or forms part of, this announcement.