Half-year Report

CHELVERTON SMALL COMPANIES DIVIDEND TRUST PLC
HALF-YEARLY REPORT
For the six months ended 31 October 2016

The full Annual Report and Accounts can be accessed via the Investment Manager's website at www.chelvertonam.com or by contacting the Company Secretary on telephone 01245 398984.

Investment Objective and Policy

The investment objective of Chelverton Small Companies Dividend Trust PLC (‘the Company’) is to provide Ordinary shareholders with a high income and opportunity for capital growth, having provided a capital return sufficient to repay the final capital entitlement of the Zero Dividend Preference shares issued by the subsidiary company, Chelverton Small Companies ZDP PLC (‘SCZ’).

Chelverton Small Companies Dividend Trust PLC, incorporated on 3 September 2003 with number 3749536, and its subsidiary Chelverton Small Companies ZDP PLC, incorporated on 13 July 2012 with number 8142169, together form the Group (‘the Group’). The Group’s funds are invested principally in smaller capitalised UK companies. The portfolio comprises companies listed on the Official List and companies admitted to trading on AIM. The Group does not invest in other investment trusts or in unquoted companies. No investment is made in preference shares, loan stock or notes, convertible securities or fixed interest securities.

Financial Highlights

31 October 30 April
Capital 2016 2016 % change
Total net assets (£’000) 34,037 35,077 (2.97)
Net asset value per Ordinary share 205.66p 211.95p (2.97)
Mid-market price per Ordinary share 191.50p 190.50p 0.52
Discount 6.89% 10.12%
Net asset value per Zero Dividend Preference share 127.56p 123.87p 2.98
Mid-market price per Zero Dividend Preference share 134.50p 127.50p 5.49
Premium 5.44% 2.93%
Six months to Six months to
31 October 31 October
Revenue 2016 2015 % change
Earnings per Ordinary share 6.67p 6.41p 4.07
Dividend per Ordinary share* 3.70p 3.40p 8.82
Total Return
Total return on Group’s net assets** (0.21)% 13.85%

*  Dividend per Ordinary share includes the first interim paid and second interim declared for the period to 31 October 2016 and 2015 and will differ from the amounts disclosed within the statement of changes in net equity, owing to the timings of payments.

** Adding back dividends distributed in the period.

Interim Management Report

Results

This half-yearly report covers the six months to 31 October 2016. The net asset value per Ordinary share at 31 October 2016 was 205.66p down from 211.95p at 30 April 2016, a decrease of 2.97% in the past six months compared to an increase of 6.13% in the MSCI UK Small Cap Index.

Since the beginning of the Company’s financial year, the Ordinary share price has increased from 190.5p to 191.5p at 31 October 2016, an increase of 0.5%, whilst the discount has decreased from 10.12% to 6.9% over the same period. Since then the share price has increased further to 203p as at 12 December 2016.

Dividend

A first interim dividend of 1.85p (2015: 170p) per Ordinary share was paid on 3 October 2016. The Board has declared a second interim dividend of 1.85p per Ordinary share (2015: 1.70p) payable on 3 January 2017 to shareholders on the register on 9 December 2016, making a total for the half year of 3.70p per Ordinary share (2015: 3.40p) an increase of 8.8%. At present it is anticipated that the Company will maintain this level of dividend for the third quarter and will maintain the same level for the fourth interim as was paid last year making a total normal dividend of 7.95p for the year.

Portfolio

In the last six months we have increased our investment in seventeen of our existing holdings, taking advantage of lower share prices, including Alumasc Group, Belvoir Lettings, Braemar Shipping Services, Brewin Dolphin Holdings, Brown (N) Group, Centaur Media, DX Group, Foxtons Group, Galliford Try, Gattaca, Go-Ahead Group, Huntsworth, Low and Bonar, Martin McColls Retail Group, Regional REIT, RTC Group and St Ives.

During the period we have added three new names to the portfolio, Conviviality – drinks distributor and retailer, Victrex – producer of high performance polymers and Watkin Jones – property development and construction.

Funds were raised from the sale of nine of our holdings, Premier Farnell, Charlemagne Capital, Dee Valley Group and Avesco Group were all taken over in the period and NWF Group, RWS Holdings, Fenner, Ashmore Group and Electrocomponents were sold in their entirety. The following holdings were reduced as they grew to become larger weightings on lower yields, Dairy Crest Group, GVC Holdings, Intermediate Capital Group, KCOM Group and Sanderson Group.

Outlook

Following a strong recovery in the second three months of the period following the “knee-jerk” downward reaction by markets to the outcome of the Referendum vote Small and Mid-Cap companies are now consolidating these gains.

As we expected last year there has been a significant increase in takeover activity in the period. It is pleasing to highlight four takeovers in the portfolio over the past six months which is a considerable increase over any six month period for the past seven years. It is likely that there will be more takeovers in the next period.

The European situation with respect to Brexit, the migrant crisis, the Italian situation, the ongoing problems in Greece and Portugal and the uncertainty from multiple national elections have cast a cloud over European economic performance. UK growth remains solid and it is hoped that growth in the Eurozone will gradually begin to move more positively in the near future.

The dividends of the underlying companies continue be increased in a healthy manner and we believe that this will continue into 2017 with company balance sheets currently in a strong state.

Chelverton Asset Management
14 December 2016

Principal Risks

The principal risks facing the Group are substantially unchanged since the date of the Annual Report for the year ended 30 April 2016 and continue to be as set out in that report on pages 9 to 10. Risks faced by the Group include, but are not limited to, market risk, discount volatility, regulatory risk, financial risk and risks associated with banking counterparties.

Responsibility Statement of the Directors in respect of the Half-Yearly Report

We confirm that to the best of our knowledge:

  • the condensed set of financial statements has been prepared in compliance with the IAS 34 ‘Interim Financial Reporting’ and gives a true and fair view of the assets, liabilities and financial position of the Group; and

  • the interim management report and notes to the Half-Yearly Report include a fair view of the information required by:

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of the important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b)DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Group during that period; and any changes in the related party transactions described in the last annual report that could do so.

This Half-Yearly Report was approved by the Board of Directors on 14 December 2016 and the above responsibility statement was signed on its behalf by Lord Lamont, Chairman.


Condensed Consolidated Statement of Comprehensive Income (unaudited)
for the six months ended 31 October 2016

Six months to 31 October
2016
Year to 30 April
2016
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
(audited)
(Losses)/gains on investments at fair value through profit or loss – (690) (690) – 3,104 3,104
Investment income 1,270 – 1,270 2,180 –                 2,180
Investment management fee (56) (166) (222) (115) (345) (460)
Other expenses (110) (7) (117) (206) (2) (208)
Exchange differences – – – – – –
Net return/(deficit) before finance costs and taxation 1,104 (863) 241 1,859 2,757 4,616
Finance costs
Appropriations in respect of Zero Dividend
Preference shares – (313) (313) – (597) (597)
Net return/(deficit) before taxation 1,104 (1,176) (72) 1,859 2,160 4,019
Taxation (see note 2) – – – – – –
Total comprehensive income for the period 1,104 (1,176) (72) 1,859 2,160 4,019
Revenue Capital Total Revenue Capital Total
pence pence pence pence pence pence
Earnings per:
Ordinary share (see note 3) 6.67 (7.11) (0.44) 11.23 13.05 24.28
Zero Dividend Preference share (see note 3) – 3.68 3.68 – 7.02 7.02

Six months to 31 October 2015

Revenue
£’000
Capital
£’000
Total
£’000
(Losses)/gains on investments at fair value
– 3,888 3,888 through profit or loss
1,223 – 1,223 Investment income
(58) (175) (233) Investment management fee
(104) 4* (100) Other expenses
– (1) (1) Exchange differences
Net return/(deficit) before finance costs
1,061 3,716 4,777 and taxation
Finance costs
Appropriations in respect of Zero Dividend
– (296) (296) Preference shares
1,061 3,420 4,481 Net return/(deficit) before taxation
– – – Taxation (see note 2)
1,061 3,420 4,481 Total comprehensive income for the period
Revenue Capital Total
pence pence pence
Earnings per:
Ordinary share
6.41 20.66 27.07 (see note 3)
Zero Dividend Preference share
n/a 3.48 3.48 (see note 3)

* During the period ended 31 October 2015 there were £6,000 of capital expenses paid by the Company, however after a £10,000 accrued capital expense for Stock Exchange listing fees had been written off, there was a positive £4,000 net position.

The total column of this statement is the Statement of Comprehensive Income of the Group prepared in accordance with International Financial Reporting Standards (‘IFRS’) as adopted by the European Union. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period. All of the net return for the period and the total comprehensive income for the period is attributed to the shareholders of the Group. The supplementary revenue and capital return columns are presented for information purposes as recommended by the Statement of Recommended Practice issued by the Association of Investment Companies (‘AIC’).

Condensed Consolidated Statement of Changes in Net Equity (unaudited)
for the six months ended 31 October 2016


Share
capital

£’000
Share premium account £’000
Capital
reserve

£’000

Revenue reserve
£’000


Total
£’000
Six months ended 31 October 2016
30 April 2016 4,138 12,403 15,992 2,544 35,077
Total comprehensive income for the period – – (1,176) 1,104 (72)
Dividends paid (see note 4) – – – (968) (968)
31 October 2016 4,138 12,403 14,816 2,680 34,037
Year ended 30 April 2016 (audited)
30 April 2015 4,138 12,403 13,832 1,976 32,349
Total comprehensive income for the year – – 2,160 1,859 4,019
Dividends paid – – – (1,291) (1,291)
30 April 2016 4,138 12,403 15,992 2,544 35,077
Six months ended 31 October 2015
30 April 2015 4,138 12,403 13,832 1,976 32,349
Total comprehensive income for the period – – 3,420 1,061 4,481
Dividends paid – – – (728) (728)
31 October 2015 4,138 12,403 17,252 2,309 36,102

Condensed Consolidated Balance Sheet (unaudited)
as at 31 October 2016

Non-current assets 31 October
2016
£’000
30 April 2016 £’000 (audited) 31 October
2015
£’000
Investments at fair value through profit or loss 44,605 45,376 46,032
Current assets
Trade and other receivables 340 333 425
Cash and cash equivalents 59 29 329
399 362 754
Total assets 45,004 45,738 46,786
Current liabilities
Trade and other payables (125) (132) (456)
Total assets less current liabilities 44,879 45,606 46,330
Non-current liabilities
Zero Dividend Preference shares (10,842) (10,529) (10,228)
Total liabilities (10,967) (10,661) (10,684)
Net assets 34,037 35,077 36,102
Represented by:
Share capital 4,138 4,138 4,138
Share premium account 12,403 12,403 12,403
Capital reserve 14,816 15,992 17,252
Revenue reserve 2,680 2,544 2,309
Equity shareholders’ funds 34,037 35,077 36,102
Net asset value per: (see note 5) pence pence pence
Ordinary share 205.66 211.95 218.14
Zero Dividend Preference share 127.56 123.87 120.33

Condensed Consolidated Statement of Cash Flows (unaudited)

for the six months ended 31 October 2016

Operating activities Six months
 to
31 October 2016
£’000
Year to
30 April
2016
£’000
(audited)
Six months to
31 October
2015
£’000
Investment income received 1,244 2,158 1,260
Refund of loan interest – 2 –
Investment management fee paid (221) (510) (219)
Administration and secretarial fees paid (37) (59) (27)
Other cash payments (122) (133) (98)
Net cash inflow from operating activities (see note 7) 864 1,458 916
Investing activities
Purchases of investments (3,314) (14,714) (7,393)
Sales of investments 3,448 14,087 7,046
Net cash inflow/(outflow) from investing activities 134 (627) (347)
Financing activities
Dividends paid (968) (1,291) (728)
Net cash outflow from financing activities (968) (1,291) (728)
Change in cash and cash equivalents for period 30 (460) (159)
Exchange movements – – (1)
Cash and cash equivalents at start of period 29 489 489
Cash and cash equivalents at end of period 59 29 329
Comprises of:
Cash and cash equivalents 59 29 329

Notes to the Condensed Half-Yearly Report
for the six months ended 31 October 2016

1  General information

The financial information contained in this Half-Yearly Report does not constitute statutory financial statements as defined in Section 434 of the Companies Act 2006. The statutory financial statements for the year ended 30 April 2016, which contained an unqualified auditors’ report, have been lodged with the Registrar of Companies and did not contain a statement required under the Companies Act 2006. These statutory financial statements were prepared under International Financial Reporting Standards (‘IFRS’) and in accordance with the Statement of Recommended Practice (‘SORP’): Financial Statements of Investment Trust Companies and Venture Capital Trusts issued by the AIC in November 2014, except to any extent where it conflicts with IFRS.

The Group has considerable financial resources and therefore the Directors believe that the Group is well placed to manage its business risks and also believe that the Group will have sufficient resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing this report.

This report has not been reviewed by the Group’s Auditors.

This report has been prepared using accounting policies adopted in the audited financial statements for the year ended 30 April 2016. This report has also been prepared in compliance with IAS 34 ‘Interim Financial Reporting’ as adopted by the European Union.

The Group has adequate financial resources and, as a consequence, the Directors believe that the Group is well placed to manage its business risks successfully and continue to adopt the going concern basis for this report.

2 Taxation

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

3  Earnings per share

Ordinary shares

Revenue earnings per Ordinary share is based on revenue on ordinary activities after taxation of £1,104,000 (30 April 2016: £1,859,000, 31 October 2015: £1,061,000) and on 16,550,000 (30 April 2016: 16,550,000, 31 October 2015:

16,550,000) Ordinary shares, being the weighted average number of Ordinary shares in issue during the period.

Capital earnings per Ordinary share is based on the capital loss of £1,176,000 (30 April 2016: capital profit of £2,160,000, 31 October 2015: capital profit of £3,420,000) and on 16,550,000 (30 April 2016: 16,550,000, 31 October 2015: 16,550,000) Ordinary shares, being the weighted average number of Ordinary shares in issue during the period.

Zero Dividend Preference shares

Capital earnings per Zero Dividend Preference share is based on allocations from the Company of £313,000 (30 April 2016: £597,000, 31 October 2015: £296,000) and on 8,500,000 (30 April 2016: 8,500,000, 31 October 2015: 8,500,000) Zero Dividend Preference shares being the weighted average number of Zero Dividend Preference shares in issue during the period.

4  Dividends

During the period, a fourth interim dividend of 2.4p per Ordinary share and a special dividend of 1.6p per Ordinary share for the year ended 30 April 2016, together with a first interim dividend of 1.85p per Ordinary share for the year ending 30 April 2017, have been paid to shareholders.

In addition the Board has declared a second interim dividend of 1.85p per Ordinary share payable on 5 January 2017 to shareholders on the register at 18 December 2016.

5  Net asset values

Ordinary shares

The net asset value per Ordinary share is based on assets attributable of £34,037,000 (30 April 2016: £35,077,000, 31 October 2015: £36,102,000) and on 16,550,000 (30 April 2016: 16,550,000, 31 October 2015: 16,550,000) Ordinary shares being the number of shares in issue at the period end.

Zero Dividend Preference shares

The net asset value per Zero Dividend Preference shares is based on assets attributable of £10,842,000 (30 April 2016: £10,529,000, 31 October 2015: £10,228,000) and on 8,500,000 (30 April 2016: 8,500,000, 31 October 2015: 8,500,000) Zero Dividend Preference shares being the number of shares in issue at the period end.

6  Fair value hierarchy

Financial assets and financial liabilities of the Company are carried in the condensed Consolidated Balance Sheet at their fair value. The fair value is the amount at which the asset could be sold or the liability transferred in a current transaction between market participants, other than a forced or liquidation sale. For investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange quoted market bid prices and Stock Exchange Electronic Trading Services (‘SETS’) at last trade price at the Balance Sheet date, without adjustment for transaction costs necessary to realise the asset.

The Company measures fair values using the following hierarchy that reflects the significance of the inputs used in making the measurements. Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant assets as follows:

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

An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would take place between market participants at the measurement date. Quoted prices provided by external pricing services, brokers and vendors are included in Level 1, if they reflect actual and regularly occurring market transactions on an arm’s length basis.

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

2 inputs include the following:

  • quoted prices for similar (i.e. not identical) assets in active markets;

  • quoted prices for identical or similar assets or liabilities in markets that are not active. Characteristics of an inactive market include a significant decline in the volume and level of trading activity, the available prices vary significantly over time or among market participants or the prices are not current;

  • inputs other than quoted prices that are observable for the asset (for example, interest rates and yield curves observable at commonly quoted intervals); and

  • inputs that are derived principally from, or corroborated by, observable market data by correlation or other means (market-corroborated inputs).

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

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

As at 31 October 2016, 30 April 2016 and 31 October 2015 all of the Company’s investments are classified as Level 1.

7  Reconciliation of net (deficit)/return before and after taxation to net cash inflow from operating activities

31 October
2016
£’000
30 April
2016
£’000
31 October
2015
£’000
Net (deficit)/return before and after taxation (72) 4,019 4,481
Net capital loss/(gain) 1,176 (2,160) (3,420)
(Increase)/decrease in receivables (43) (19) 29
Decrease in payables (24) (35) (3)
Interest and expenses charged to the capital reserve (173) (347) (171)
Net cash inflow from operating activities 864 1,458 916

8  Related party transactions

The Group’s investments are managed by Chelverton Asset Management Limited, a company in which Mr van Heesewijk, a Director of the Company and the subsidiary, has an interest. The amounts paid to the Investment Manager in the period to 31 October 2016 were £222,000 (year ended 30 April 2015: £460,000, six months to 31 October 2015: £233,000).

At 31 October 2016 there were amounts outstanding to be paid to the Investment Manager of £53,000 (year ended 30 April 2016: £53,000, six months to 31 October 2015: £117,000).

Portfolio Investments
as at 31 October 2016

Market value % of
Holding Sector £'000 portfolio
Avesco Group Media & Photography 2,030 4.6
Belvoir Lettings Real Estate 1,705 3.8
Coral Products Construction & Building Materials 1,200 2.7
Games Workshop Group Leisure, Entertainment & Hotels 1,128 2.5
Martin McColl Retail Group General Retailers 1,020 2.3
Moss Bros Group Housing Goods & Textiles 990 2.2
Galliford Try Construction & Building Materials 980 2.2
Connect Group Industrials 963 2.2
Kier Group Construction & Building Materials 951 2.1
Amino Technologies Information Technology Hardware 912 2.0
Mucklow (A&J) Group Investment Companies 887 2.0
Alumasc Group Construction & Building Materials 882 2.0
GLI Finance Investment Companies 880 2.0
Shoe Zone General Retailers 825 1.9
Marston's Leisure, Entertainment & Hotels 802 1.8
StatPro Group Support Services 781 1.8
Dee Valley Group Water 758 1.7
Photo-Me International Media & Photography 755 1.7
Jarvis Securities Speciality & Other Finance 750 1.7
Hansard Global Insurance 745 1.7
KCOM Group Telecommunications Services 706 1.6
Low & Bonar Housing Goods & Textiles 700 1.6
Acal Electronic & Electrical Equipment 693 1.6
Town Centre Securities Real Estate 684 1.5
Numis Corporation Speciality & Other Finance 673 1.5
Brown (N) Group General Retailers 667 1.5
St.Ives Support Services 665 1.5
Wilmington Group Support Services 644 1.4
Randall & Quilter Insurance Investment 640 1.4
Chesnara Insurance 634 1.4
Braemar Shipping Services Support Services 630 1.4
Cape Diversified Industrials 621 1.4
Clarke (T) Electronic & Electrical Equipment 615 1.4
Bloomsbury Publishing Media & Photography 602 1.3
Foxtons Group Real Estate 588 1.3
Bioventix Pharmaceuticals 563 1.3
Electrocomponents Support Services 559 1.3
GVC Holdings Software & Computer Services 557 1.2
Polar Capital Holdings Investment Companies 557 1.2
DX Group Transport 555 1.2
National Express Group Transport 552 1.2
Park Group Speciality & Other Finance 544 1.2
Centaur Media Media & Photography 522 1.2
Fairpoint Group Speciality & Other Finance 520 1.2
Macfarlane Group Packaging 520 1.2
Brewin Dolphin Holdings Speciality & Other Finance 520 1.2
Epwin Group Construction & Building Materials 490 1.1
Dairy Crest Group Consumer Goods 488 1.1
Intermediate Capital Group Financials 484 1.1
Morgan Sindall Group Construction & Building Materials 462 1.0
Sanderson Group Software & Computer Services 462 1.0
Hilton Food Group Food Producers & Processors 454 1.0
Orchard Funding Group Speciality & Other Finance 445 1.0
Castings Construction & Building Materials 420 0.9
Personal Group Holdings Health 420 0.9
Go-Ahead Group Transport 415 0.9
Novae Group Insurance 402 0.9
Huntsworth Support Services 400 0.9
Curtis Banks Group Banks 390 0.9
RPS Group Support Services 338 0.8
XP Power Electronic & Electrical Equipment 337 0.8
Severfield Construction & Building Materials 330 0.7
Chamberlin Engineering & Machinery 325 0.7
Regional REIT Investment Companies 317 0.7
Gattaca Support Services 297 0.7
RTC Group Support Services 273 0.6
Titon Holdings Construction & Building Materials 263 0.6
Victrex Chemicals 219 0.5
Conviviality Beverages 205 0.5
Watkin Jones Construction & Building Materials 147 0.3
Grafenia Support Services 147 0.3
Total Investments 44,605 100.0

Shareholder Information

Financial calendar
Group’s year end: 30 April
Interim dividends paid: April, July, October and January
Annual results announced: June
Annual General Meeting: September
Group’s half year: 31 October
Half-Year results announced: December

Share prices and performance information
The Company’s Ordinary and Zero Dividend Preference shares issued through SCZ are listed on the London Stock Exchange.

The net asset values are announced weekly to the London Stock Exchange and published monthly via the AIC.

Information about the Group can be obtained on the Chelverton website atwww.chelvertonam.com. Any enquiries can also be e-mailed to cam@chelvertonam.com.

Share register enquiries
The registers for the Ordinary shares and Zero Dividend Preference shares are maintained by Share Registrars Limited. In the event of queries regarding your holding, please contact the Registrar on 01252 821390. Changes of name and/or address must be notified in writing to the Registrar.

Capital Structure

Chelverton Small Companies Dividend Trust PLC (‘the Company’)

The Company has in issue one class of Ordinary share. In addition, it has a wholly owned subsidiary SCZ, through which Zero Dividend Preference shares have been issued.

Ordinary shares of 25p each (‘Ordinary shares’) – 16,550,000 in issue
Dividends
Holders of Ordinary shares are entitled to dividends.
Capital
On a winding-up of the Company, Ordinary shareholders will be entitled to all surplus assets of the Company available after payment of the Company’s liabilities including the capital entitlement of the Zero Dividend Preference shares.
Voting
Each holder, on a show of hands, will have one vote and on a poll will have one vote for each Ordinary share held.

Chelverton Small Companies ZDP PLC (‘SCZ’)
Ordinary shares of 100p each (‘SCZ ordinary shares’) – 50,000 in issue (partly paid up as to 25p each)

The SCZ ordinary shares are wholly owned by the Company. References to Ordinary shares within this Half-Yearly Report are to the Ordinary shares of Chelverton Small Companies Dividend Trust PLC.
Capital
Following payment of any liabilities and the capital entitlement to the Zero Dividend Preference shareholders, ordinary shareholders are entitled to any surplus assets of SCZ.
Voting
Each holder, on a show of hands, will have one vote and on a poll will have one vote for each ordinary share held.

Zero Dividend Preference shares of 100p each – 8,500,000 in issue Dividends
Holders of Zero Dividend Preference shares are not entitled to dividends.
Capital
On a winding up of SCZ, after the satisfaction of prior ranking creditors and subject to sufficient assets being available, Zero Dividend Preference shareholders are entitled to an amount equal to 100p per share increased daily from 28 August 2012 at such compound rate as will give an entitlement to 136.7 pence per share at 8 January 2018.
Voting
Holders of Zero Dividend Preference shares are not entitled to attend, speak or vote at a general meeting of the Company (including the Company’s Annual General Meeting) unless the business of the meeting includes a resolution to vary, modify or abrogate the rights attached to the Zero Dividend Preference shares.
In the event that Zero Dividend Preference shareholders are entitled to attend a General Meeting each holder of Zero Dividend Preference shares, on a show of hands, will have one vote for every Zero Dividend Preference share held in relation to any resolutions applicable to Zero Dividend Preference shares.

Directors and Advisers
Directors

Lord Lamont of Lerwick (Chairman)
David Harris
William van Heesewijk
Howard Myles

Investment Manager
Chelverton Asset Management Limited
12b George Street
Bath
BA1 2EH
Tel: 01225 483030

Secretary and Registered Office
Maitland Administration Services Limited
Springfield Lodge
Colchester Road,
Chelmsford Essex
CM2 5PW
Tel: 01245 398950

Corporate Broker     
N+1 Singer Advisory LLP
1 Bartholomew Lane
London
EC2N 2AX

Registrar and Transfer Office
Share Registrars Limited
Suite E
First Floor
9 Lion and Lamb Yard
Farnham
Surrey
GU9 7LL
Tel: 01252 821 390
www.shareregistrars.uk.com

Auditors         
Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

Custodian
Jarvis Investment Management Limited
78 Mount Ephraim
Tunbridge Wells
Kent
TN4 8BS

Registered in England
No. 3749536
A member of the Association of Investment Companies

UK 100

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