DJ SDV 2025 ZDP PLC: Annual Report and Accounts for the year ended 30 April 2020
SDV 2025 ZDP PLC (SDV)
SDV 2025 ZDP PLC: Annual Report and Accounts for the year ended 30 April
2020
06-Jul-2020 / 16:24 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
SDV 2025 ZDP plc
Annual Report and Accounts for the year ended 30 April 2020
This Report and Accounts should be read in conjunction with the Report and
Accounts of Chelverton UK Dividend Trust PLC ("SDV").
The financial information set out below does not constitute the Company's
statutory accounts for the year ended 30 April 2020. The financial
information for 2020 is derived from the statutory accounts for that year.
The auditors, Hazlewoods LLP, have reported on the 2020 accounts. Their
report was unqualified and did not include a reference to any matters to
which the auditors draw attention by way of emphasis without qualifying
their report. The financial information for 2019 is derived from the
statutory accounts for that year.
The following text is copied from the Annual Report & Accounts.
Strategic Report
The Strategic Report has been prepared in accordance with Section 414A of
the Companies Act 2006 (the "Act"). Its purpose is to inform members of the
Company and help them understand how the Directors have performed their duty
under Section 172 of the Act to promote the success of the Company. The
Directors are conscious of their duties to promote the success of the
Company under Section 172 of the Companies Act 2006, for the bene?t of the
shareholders, giving careful consideration to wider stakeholders' interests
and the environment in which it operates. The Board recognises that its
decisions are material to the Company but also the Company's key
stakeholders. Further details of how the Directors have performed their duty
under Section 172 is contained within the Annual Report of SDV. A copy of
the full SDV Annual Report can be found on the Investment Manager's website,
www.chelvertonam.com [1] or is available for inspection at the National
Storage Mechanism ("NSM") which is situated at www.morningstar.co.uk/uk/nsm
[2].
Chairman's Statement
The Chairman's report on the Group's activities for the year ended 30 April
2020 is contained within the Annual Report of SDV. A copy of the full SDV
Annual Report can be found on the Investment Manager's website,
www.chelvertonam.com [1] or is available for inspection at the National
Storage Mechanism ("NSM") which is situated at www.morningstar.co.uk/uk/nsm
[2].
Howard Myles
Chairman
6 July 2020
Investment Manager's Report
For details of the Group's activities, development and performance during
the year to 30 April 2020 shareholders should refer to the Annual Report of
SDV, which can be found on the Investment Manager's website,
www.chelvertonam.com [1] or is available for inspection at the NSM, which is
situated at www.morningstar.co.uk/uk/nsm [2].
David Horner
Chelverton Asset Management Limited
6 July 2020
Other Statutory Information
Company Activities, Strategy & Business Model
SDV 2025 ZDP plc ("SDVP" or the "Company") was incorporated on 25 October
2017 as a wholly owned subsidiary of SDV, together referred to as the
"Group". SDVP was especially formed for the issuing of Zero Dividend
Preference ("ZDP") shares. It raised GBP10,980,000 before expenses on 8
January 2018 by the conversion of ZDP's from Chelverton Small Companies ZDP
PLC ("SDVP") of 10,977,747 ZDP shares and GBP1,802,000 before expenses on 8
January 2018 by a placing of 1,802,336 ZDP shares, which are listed on the
UK Official List and admitted to trading on the London Stock Exchange.
Pursuant to a loan agreement between SDVP and SDV, SDVP has lent the
proceeds of ZDP share placings to SDV. The loan is non-interest bearing and
is repayable three business days before the ZDP share redemption date of 30
April 2025, or if required by SDVP, at any time prior to that date in order
to repay the ZDP share entitlement. The funds are to be managed in
accordance with the investment policy of SDV.
SDVP investment objective & policy
The objective of SDVP is to provide the final capital entitlement of the ZDP
shares to the holders of the ZDP shares at the redemption date of 30 April
2025. The proceeds of the placing of the ZDP shares have been lent to SDV
under a loan agreement and the funds are managed in accordance with the
investment policy of SDV, which is as follows (as extracted from the Annual
Report of SDV):
· The Company will invest in equities in order to achieve its investment
objectives, which are to provide both income and capital growth,
predominantly through investment in mid and smaller capitalised UK
companies admitted to the Official List of the UK Listing Authority and
traded on the London Stock Exchange Main Market or traded on AIM.
· The Company will not invest in preference shares, loan stock or notes,
convertible securities or fixed interest securities or any similar
securities convertible into shares; nor will it invest in the securities
or other investment trusts or in unquoted companies.
Capital Structure & Contribution Agreement
SDVP has a capital structure comprising unlisted Ordinary shares and ZDP
shares listed on the Official List and traded on the London Stock Exchange
by way of a standard listing. SDVP is a wholly owned subsidiary of SDV which
is a closed-ended investment company. On 8 January 2018, 10,977,747 ZDP
shares were converted from SDVP at 100p per share, and 1,802,336 ZDP shares
were placed at 100p per share and this raised a net total of GBP12.4 million.
On 11 April 2018, SDVP placed an additional 1,419,917 ZDP shares at 103p per
share and this raised a net total of GBP1.4 million.
On 10 May 2018, SDVP placed an additional 100,000 ZDP shares at 104p per
share and this raised a net total of GBP104,500.
On 15 May 2018, SDVP placed an additional 200,000 ZDP shares at 105p per
share and this raised a net total of GBP208,500.
A contribution agreement between SDV and SDVP has also been made whereby SDV
will undertake to contribute such funds as would ensure that SDVP will have
in aggregate sufficient assets on 30 April 2025 to satisfy the final capital
entitlement of the ZDP shares of 133.18p per share, being GBP19,311,100 in
total. This assumes that the parent company and the Company have sufficient
assets as at 30 April 2025 to repay the ZDP shares. To this extent the
Company is reliant upon the investment performance of the parent company and
subject to the principal risks as set out in the Annual Report of SDV.
To protect the interests of ZDP shareholders, the loan agreement contains a
restriction on the Group incurring any other borrowings (other than
short-term indebtedness in the normal course of business, such as when
settling share transactions) except where such borrowings are for the
purpose of paying the final capital entitlement due to holders of ZDP
shares.
The value of the Group's net assets would have to fall over the period to
2025 by 53.9% (2019: 67.8%) for it to be unable to meet the full capital
repayment entitlement of the ZDP shares on the scheduled repayment date of
30 April 2025.
Performance
The Board reviews performance by reference to a number of key performance
indicators ("KPIs") and considers that the most relevant KPI is that which
communicates the financial performance and strength of the Company as a
whole being:
· Total return per ZDP share
This is set out below:
2020 2019
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Return - 4.19p 4.19p - 4.02p 4.02p
per
ZDP
share
Further KPIs for the parent company can be found in SDV's Annual Report.
Principal Risks and Uncertainties Facing the Company
Due to the Company's dependence on SDV to repay the loan and provide a
contribution to meet the capital entitlement of the ZDP shareholders other
risks faced by the Company are considered to be the same as for SDV and
these are defined in note 23 of SDV's Annual Report.
Employees, Environmental, Human Rights and Community Issues
The Board recognises the requirement under Section 414C of the Act to detail
information about employees, environmental, human rights and community
issues, including information about any policies it had in relation to these
matters and the effectiveness of these policies. The Company has no
employees and the Board is comprised entirely of non-executive Directors.
Day-to-day management of the Company and SDV is delegated to the Investment
Manager (details of the respective management agreements are set out in the
Director's Report of SDV's Annual Report). The Company itself has no
environmental, human rights or community policies. However in carrying out
its activities in relationships with suppliers, by way of SDV, the Company
aims to conduct itself responsibly, ethically and fairly.
Culture and values
The Company's values are to act responsibly, ethically and fairly at all
times. The Company's culture is driven by its values and is focused on
providing provide the final capital entitlement of the ZDP shares to the
holders of the ZDP shares at the redemption date of 30 April 2025, as set
out on page 3. As the Company has no employees, its culture is represented
by the values, conduct and performance of the Board, the Investment Manager
and its key service providers.
Current and Future Developments
The current and future developments of the Company can be reviewed as part
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of the Group's activities for the year ended 30 April 2020 by reference to
the Annual Report and financial statements of SDV.
Dividends
The Directors do not recommend the payment of a final dividend in respect of
the year ended 30 April 2020.
Diversity and succession planning
The Board of Directors of the Company comprised three male Directors during
the year to 30 April 2020.
The Directors are satis?ed that the Board currently contains members with an
appropriate breadth of skills and experience and considers succession
planning on at least an annual basis. No new appointments to the Board have
been made or are contemplated at present. The key criteria for the
appointment of new Directors will be the skills and experience of candidates
having regard also to the bene?ts of diversity in the interests of
shareholder value. In relation to future appointments the Board will seek to
consider a wide range of candidates with due regard to diversity.
On behalf of the Board
Howard Myles
6 July 2020
Board of Directors
The Directors are:
Howard Myles* was a partner in Ernst & Young from 2001 to 2007 and was
responsible for the Investment Funds Corporate Advisory Team. He was
previously with UBS Warburg from 1987 to 2001. Mr Myles began his career in
stockbroking in 1971 as an equity salesman and in 1975 joined Touche Ross &
Co, where he quali?ed as a chartered accountant. In 1978 he joined W
Greenwell & Co in the corporate broking team and in 1987 moved to SG Warburg
Securities, where he was involved in a wide range of commercial and
industrial transactions in addition to leading Warburg's corporate ?nance
function for investment funds. He is now a non-executive director of Baker
Steel Resources Trust Limited, JPMorgan Brazil Investment Trust PLC and BBGI
SICAV S.A.
Mr Myles was appointed to the Board of SDVP on 25 October 2017 and has been
a director of the parent company, SDV since 2011. He is Audit Committee
Chairman of SDV.
William van Heesewijk began his career with Lloyds Bank International in
1981, working for both the merchant banking and investment management arms.
He has been involved in the investment trust industry since 1987 in various
capacities. During his tenure with Fidelity Investments International,
Gartmore Investment Management PLC, BFS Investments PLC and Chelverton Asset
Management Limited, he managed several launches of onshore and offshore
investment funds, including a number of roll-overs and reconstructions
involving complex capital structures and across several geographic regions.
His roles involved business development, project management, sales
compliance and marketing. He was a member of the Association of Investment
Companies Managers forum.
Mr van Heesewijk was appointed to the Board of SDVP on 25 October 2017 and
has been a director of the parent company, SDV since 2005.
Andrew Watkins* has a wealth of experience in the ?nancial services industry
working in senior positions at Kleinwort Benson, Flemings, Jupiter and most
recently as Head of Client Relations, Sales & Marketing for Investment
Trusts at Invesco Perpetual, retiring in 2017. He is currently a
non-executive director and chairman of Ashoka India Equity Investment Trust
plc and a non-executive director of Baillie Gifford European Growth Trust
plc, BMO UK High Income Trust plc and Consistent Unit Trust Management Ltd.
Mr Watkins was appointed to the Board of SDVP on 6 September 2018 and also
been a director of the parent company, SDV from the same date.
* Independent of the Investment Manager
Investment Manager, Secretary and Registrar
Investment Manager: Chelverton Asset Management Limited ('Chelverton')
Chelverton was formed in 1998 by David Horner, who has considerable
experience of analysing investments and working with smaller companies.
Chelverton is largely owned by its employees.
Chelverton is a specialist fund manager focused on UK mid and small
companies and has a successful track record. At 30 April 2020, Chelverton
had total funds under management of approximately GBP1.1 billion including two
investment trust companies and three OEICs. The fund management team
comprises David Horner, David Taylor, Oliver Knott, James Baker and Edward
Booth.
Chelverton is authorised and regulated by the FCA.
Administrator and Corporate Secretary: Maitland Administration Services
Limited
Maitland Administration Services Limited provides company secretarial and
administrative services for the Group. The Maitland group provides
administration and regulatory oversight solutions for a wide range of
investment companies.
Registrar: Share Registrars Limited
Share Registrars Limited is a CREST registrar established in 2004. The
Company provides registration services to over 220 client companies.
Directors' Report
The Directors present their Report and the financial statements of the
Company for the year ended 30 April 2020. The comparative period covers the
period from 01 May 2018 to 30 April 2019. The Company's registered number is
11031268.
Directors
Directors who served during the year ended 30 April 2020, all of whom are
non-executive were as follows:
H Myles
W van Heesewijk
A Watkins
Biographical details of the Directors are given on page 6.
Under the Company's Articles of Association, Directors are required to
retire at the first Annual General Meeting ("AGM") following their
appointment, and thereafter at three-yearly intervals. At least one Director
must retire at each annual general meeting. The Directors to retire by
rotation are first, a Director who wishes to retire and offer himself for
reappointment and, second, those Directors who have been longest in office
since their last appointment or reappointment. Therefore, in accordance with
the Articles of Association, Mr Myles, will be required to stand for
re-election at the 2020 AGM.
None of the Directors nor any persons connected with them had a material
interest in any of the Company's transactions, arrangements or agreements
during the year. None of the Directors has or has had any interest in any
transaction which is or was unusual in its nature or conditions or
significant to the business of the Company, and which was effected by the
Company during the current financial year.
There have been no loans or guarantees from the Company to any Director at
any time during the year or thereafter.
The Company's Articles of Association provide the Directors of the Company,
subject to the provisions of UK legislation, with an indemnity in respect of
liabilities which they may sustain or incur in connection with their
appointment. Save for this, there are no qualifying third party indemnities
in place.
Formal performance evaluation of the Directors and the Board has been
carried out and the Board considers that all of the Directors contribute
effectively and have the skills and experience relevant to the future
leadership and direction of the Company.
The rules concerning the appointment and replacement of Directors are
contained in the Company's Articles of Association.
Corporate Governance
A formal statement on Corporate Governance is set out on page 10 below.
Share Capital
At the date of this report, the issued share capital of the Company
comprised of 50,000 Ordinary shares and 14,500,000 ZDP shares.
50,000 Ordinary shares of GBP1, each partly paid as to 25p (and each of which
have been issued to SDV), represent 0.35% of the total share capital.
Holders of Ordinary shares are entitled to receive notice of, attend and
vote at General Meetings of the Company. Ordinary shares of the Company are
not admitted to trading on a regulated market.
12,780,083 ZDP shares of GBP1 each were issued on 8 January 2018, pursuant to
the placing ZDP shares represent 99.65% of the total share capital.
1,419,917 additional ZDP shares for a total consideration of GBP1.03 each were
issued on 11 April 2018. 300,000 ZDP shares were issued in May 2018, and
were issued at a premium for a total consideration of 104.50p each.
Holders of ZDP shares are entitled to receive notice of, attend and vote at
those General Meetings where ZDP shareholders are entitled to vote. They are
not entitled to attend or vote at any General Meeting of the Company unless
the business includes any resolution to vary, modify or abrogate any of the
special rights attached to the ZDP shares.
Shareholders' funds and market capitalisation
At 30 April 2020 the Company had a market capitalisation of GBP14,790,000 and
total net assets amounted to GBP13,000.
ISA status
The ZDP shares are eligible for inclusion in ISAs.
Management agreements
The Group's assets are managed by Chelverton under an agreement ('the
Investment Management Agreement') dated 30 April 2006 (effective from 1
December 2005) with the parent company. A periodic fee is payable quarterly
in arrears at an annual rate of 1% of the value of the gross assets under
management of the Group.
These fees are met entirely by the parent company.
The Investment Management Agreement may be terminated by twelve months'
written notice. There are no additional arrangements in place for
compensation beyond the notice period.
Under another agreement ('the Administration Agreement') dated 1 January
2015, company secretarial services and the general administration of the
Group are undertaken by Maitland Administration Services Limited. Their fee
is subject to review at intervals of not less than three years. The
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Administration Agreement may be terminated by six months' written notice.
Management fee
The management fee for the Group is charged to and paid in full by SDV.
Company Information
· The Company's capital structure and voting rights are summarised on
pages 8 and 9.
· SDVP is a wholly-owned subsidiary of SDV.
· The rules concerning the appointment and replacement of Directors are
covered by Article 22 of the Company's Articles of Association.
· There are no restrictions concerning the transfer of securities in the
Company; no special rights with regard to control attached to securities;
no agreements between holders of securities regarding their transfer known
to the Company; and no agreements which the Company is party to that might
affect its control following a successful takeover bid.
· There are no agreements between the Company and its Directors that
provide compensation for loss of office or as a result of a takeover.
Viability Statement
The Board reviews the performance and progress of the Company over various
time periods and uses these assessments, regular updates from the Investment
Manager and a continuing programme of monitoring risk, to assess the future
viability of the Company. The Directors consider that a period until the
maturity of the ZDPs on 30 April 2025 is the most appropriate time horizon
to consider the Company's viability and after careful analysis, the
Directors believe that the Company is viable over this time period.
The Board has reviewed the viability statement of SDV and has assessed that
SDV has the necessary financial strength to fulfil the obligations to SDVP
under the loan agreement. SDV has a liquid investment portfolio invested
predominantly in readily realisable smaller and mid capitalised companies.
The Directors have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due over the
period of the assessment.
Going concern
The Company has adopted the going concern basis in preparing the financial
statements consistent with the parent company. The parent company has
adequate financial resources to ensure SDVP will have in aggregate
sufficient assets to satisfy the accrued capital entitlement and future
capital entitlement of the ZDP shares.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from its operations,
nor does it have any responsibility for any other emission-producing sources
under the Companies Act 2006 (Strategic Report and Directors' Report)
Regulations 2013.
Statement on Corporate Governance
The Company is committed to maintaining high standards of corporate
governance and the Directors are accountable to shareholders for the
governance of the Company's affairs.
As set out in the Prospectus dated 24 November 2017, SDVP, as a company with
a standard listing, is not required to comply with the UK Corporate
Governance Code and does not intend to do so. In the Directors' opinion, the
interests of SDVP and SDVP shareholders are adequately covered by the
governance procedures applicable to SDV. For example SDV's Audit Committee
considers the financial reporting procedures and oversees the internal
control and risk management systems for the Group as a whole and the
Directors see no benefit in convening a separate Audit Committee for SDVP.
Auditor
The Auditor, Hazlewoods LLP, has indicated their willingness to continue in
office and a resolution proposing their re-appointment and authorising the
Directors to determine their remuneration for the ensuing year will be
submitted at the forthcoming Annual General Meeting on 9 September 2020.
The Directors who were in office on the date of approval of these financial
statements have confirmed, as far as they are each aware, that there is no
relevant audit information of which the Auditors are unaware. Each of the
Directors have confirmed that they have taken all the steps that they ought
to have taken as Directors in order to make themselves aware of any relevant
audit information and to establish that it has been communicated to the
Auditor. The Directors consider that the accounts taken as a whole are fair,
balanced and understandable.
Annual General Meeting
A formal Notice convening the Annual General Meeting to be held on 9
September 2020 can be found on page 30.
On behalf of the Board
Howard Myles
Chairman
6 July 2020
Directors' Remuneration Report
The Board has prepared this report, in accordance with the requirements of
Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and
Reports) (Amendments) Regulations 2013. Ordinary resolutions for the
approval of this report and the Directors' Remuneration Policy shall be put
to shareholders at the forthcoming AGM.
The law requires the Group's Auditor, Hazlewoods LLP, to audit certain
disclosures provided. Where disclosures have been audited, they are
indicated as such. The Auditor's opinion is included in their report on
pages 14 to 18.
Report from the Company Chairman
As set out in the Directors' Report, the Company has a standard listing and
is not required to comply with the UK Corporate Governance Code and does not
intend to do so. The Board of the SDV considers the Directors' remuneration
for the Group as a whole.
Directors' Remuneration Policy
The Remuneration Policy for the Company is that no fees are payable to the
Directors in connection with their duties to SDVP. An Ordinary resolution
will be put to shareholders to approve this Policy at the next AGM. It is
intended that in accordance with the regulations, an ordinary resolution to
approve the Directors' remuneration policy will be put to shareholders at
least once every three years. Accordingly, a resolution to approve the
Remuneration Policy will be considered at the AGM on 9 September 2020.
Directors are also not eligible for bonuses, pension benefits, share
options, long-term incentive schemes or other benefits, as the Board does
not consider such arrangements or benefits necessary or appropriate.
The Directors do receive fees relating to their duties to the parent
company, SDV. This policy will continue for future years and is set out in
full in the Directors' Remuneration Report of SDV.
Directors' service contracts
None of the Directors has a contract of service with the Company or the
parent company, nor has there been any contract or arrangement between the
Company and any Director at any time during the year. The terms of their
appointment provide that a Director shall retire and be subject to
re-election at the first AGM after their appointment, and at least every
three years after that. A Director's appointment can be terminated in
accordance with the Articles and without compensation.
Directors' emoluments for the year (audited)
No fees are payable to the Directors regarding their duties to SDVP.
Directors' beneficial and family interests (audited)
30 April 2020 30 April 2019
ZDP shares ZDP shares
H Myles Nil Nil
W van Heesewijk Nil Nil
A Watkins Nil Nil
The Directors' interests in the shares of the parent company are shown in
the Annual Report of SDV.
Your Company's performance
The objective of SDVP is to provide the accrued capital entitlement to the
ZDP shareholders. The Company has lent all of its assets to SDV and
therefore the performance of the Company is best reflected by looking at the
performance of SDV. The Directors' remuneration report within the Annual
Report of SDV contains a graph comparing the total return (assuming all
dividends are reinvested) to SDV Ordinary shareholders, compared to the
total shareholder return of the MSCI UK Small Cap Index. A copy of SDV's
Annual Report can be found on the Investment Manager's website
www.chelvertonam.com [1] or is available for inspection at the NSM, which is
situated at www.morningstar.co.uk/uk/nsm [2].
There has been no demonstration of relative importance of spend on pay for
the Company as no remuneration is payable to Directors.
Approval
The Directors' Remuneration Report was approved by the Board on 6 July 2020.
On behalf of the Board of Directors
Howard Myles
Chairman
6 July 2020
Statement of Directors' Responsibilities
In respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations. The
Directors have elected to prepare financial statements in accordance with
International Financial Reporting Standards ('IFRSs') as adopted by the
European Union ("EU"). Company law requires the Directors to prepare such
financial statements in accordance with IFRSs and the Companies Act 2006.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they present fairly the financial position,
financial performance and cash flows of the Company for that period.
In preparing the Company's financial statements, the Directors are required
to:
· select suitable accounting policies in accordance with International
Accounting Standard ("IAS") 8: 'Accounting Policies, Changes in Accounting
Estimates and Errors' and then apply them consistently;
· present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
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· provide additional disclosures when compliance with specific
requirements in IFRSs is insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the
Company's financial position and financial performance;
· state that the Company has complied with IFRSs, subject to any material
departures disclosed and explained in the financial statements; and
· make judgments and estimates that are reasonable and prudent.
The Directors are responsible for keeping adequate accounting records that
are sufficient to show and explain the Company's transactions and disclose
with reasonable accuracy at any time the financial position of the Company
and enable them to ensure that the Company's financial statements comply
with the Companies Act 2006 and Article 4 of the IAS Regulation. They are
also responsible for safeguarding the assets of the Company and hence for
taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for ensuring that the Directors' Report and
other information included in the Annual Report is prepared in accordance
with applicable company law. They are also responsible for ensuring that the
Annual Report includes information required by the Listing Rules of the
Financial Conduct Authority.
The Directors are responsible for the integrity of the information relating
to the Company on the Investment Manager's website. Legislation in the UK
governing the preparation and dissemination of financial statements differs
from legislation in other jurisdictions.
The Directors confirm that, to the best of their knowledge and belief:
· the financial statements, 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;
· the Annual Report includes a fair review of the development and
performance of the Company, together with a description of the principal
risks and uncertainties faced; and
· the Annual Report is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company's
performance, business model and strategy.
On behalf of the Board of Directors
Howard Myles
Chairman
6 July 2020
Independent auditor's report
to the members of SDV 2025 ZDP plc
Opinion
We have audited the financial statements of SDV 2025 ZDP plc (the 'Company')
for the year ended 30 April 2020, which comprise the Statement of
Comprehensive Income, the Statement of Changes in Net Equity, the Balance
Sheet and the related notes, including a summary of significant accounting
policies. The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
· give a true and fair view of the state of the Company's affairs as at 30
April 2020 and of the Company's profit for the year then ended;
· have been properly prepared in accordance with IFRSs as adopted by the
European Union; and
· have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor's responsibilities for
the audit of the financial statements section of our report. We are
independent of the Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including
the FRC's Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to
which the ISAs (UK) require us to report to you where:
· The Directors' use of the going concern basis of accounting in the
preparation of the financial statements is not appropriate; or
· The Directors have not disclosed in the financial statements any
identified material uncertainties that may cast significant doubt about
the Company's ability to continue to adopt the going concern basis of
accounting for a period of at least twelve months from the date when the
financial statements are authorised for issue.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
year and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
The key audit matters identified were the impact of Covid-19 and the
recoverability of the inter-company loan. Revenue recognition and management
override of controls are always deemed risks in any audit. This is not a
complete list of all risks identified by our audit.
Audit Risk How we responded to the
risk
Impact of Covid-19 pandemic
At the date of giving our audit The full impact of the
opinion the UK and global economy is current COVID-19 pandemic
in the midst of the Covid-19 is difficult to evaluate.
pandemic. The Covid-19 pandemic In gaining assurance that
creates a significant risk that the going concern basis is
preparing the financial statements on fairly applied in
a going concern basis may be preparing the financial
inappropriate due to the current statements our audit work
extent of its impact on the economy included, but was not
and in turn the impact on a) the restricted to:
value of the SDV's investment
portfolio and b) the SDV's ability to
repay the inter-company loan.
· reviewing and
challenging management's
forecasts for a period
of at least 12 months
from the date of
approving the financial
statements;
· reviewing post year
end transactions in
SDV's investment
portfolio, to identify
any crystallised losses;
· reviewing the post
year end performance of
SDV's investment
portfolio and ensuring
that fair disclosure is
made of any significant
changes in the value of
the investment portfolio
at the date the
financial statements are
approved by the Board;
and
· considering the
ongoing costs of the
Group and the ability to
meet the Group's
liabilities as they fall
due.
Recoverability of the inter-company
loan.
The Company lent SDV the gross Our audit work included,
proceeds of the ZDP share issue and but was not restricted to:
entered into a contribution agreement
whereby SDV will undertake to
contribute such funds as would ensure
that the Company will have in · Assessing the
aggregate sufficient assets on 30 assumptions applied by
April 2025 to satisfy the final the Directors of SDV in
capital entitlement of the ZDP determining the going
shares. concern basis applied
· Considering the assets
that SDV has available
to fulfil its obligation
to the final capital
entitlement of the ZDP
shares.
Management override of controls
Under ISA 240 there is a presumption Our audit work included,
that the risk of management override but was not restricted to:
of controls is always present.
· Reviewing material
estimates, judgments and
decisions made by
management; and
· Testing all material
manual journal entries.
Revenue recognition
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DJ SDV 2025 ZDP PLC: Annual Report and Accounts for -5-
Under ISA 240 there is always a Our audit work included,
presumed risk that revenue may be but was not restricted to:
misstated due to the improper
recognition of revenue. As the
Company is expected to have no
income, this risk was fully rebutted · Ensuring that the
at the planning stage of our audit. Company's activities
were in line with our
understanding and that
there was no revenue.
Our application of materiality
We apply the concept of materiality in planning and performing our audit, in
evaluating the effect of any identified misstatements and in forming our
opinion. For the purpose of determining whether the financial statements are
free from material misstatement, we define materiality as the magnitude of
an omission or misstatement that, individually or in the aggregate, could
reasonably be expected to influence the economic decisions of the users of
the financial statements. We also determine a level of performance
materiality, which we use to determine the extent of testing needed, to
reduce to an appropriately low-level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality for the
financial statements as a whole.
We established materiality for the financial statements as a whole to be
GBP159,000, which is 1% of the value of the Company's gross assets. For income
and expenditure items we determined that misstatements of lesser amounts
than materiality for the financial statements as a whole would make it
probable that the economic decisions of the users of the financial
statements would have been changed or influenced by the misstatement or
omission. Accordingly, we established materiality for revenue items within
the income statement to be GBP39,750, which is 25% of the financial statement
materiality.
An overview of the scope of our audit
Our audit approach was based on a thorough understanding of the Company's
business and is risk-based. The day-to-day management of the Company and the
maintenance of the Company's accounting records is outsourced to third-party
service providers. Accordingly, our audit work is focused on obtaining an
understanding of, and evaluating, internal controls operated by the Company
and inspecting records and documents held by the third-party service
providers. We undertook substantive testing on significant transactions,
balances and disclosures, the extent of which was based on various factors
such as our overall assessment of the control environment, the effectiveness
of controls over individual systems and the management of specific risks.
Other information
The other information comprises the information included in the annual
report, other than the financial statements and our auditor's report
thereon. The Directors are responsible for the other information. Our
opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the Directors' report
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
· The strategic report and the Directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the Directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our
opinion:
· adequate accounting records have not been kept by the Company, or
returns adequate for our audit have not been received from branches not
visited by us; or
· the financial statements and the part of the Directors' remuneration
report to be audited are not in agreement with the accounting records and
returns; or
· certain disclosures of Directors' remuneration specified by law are not
made; or
· we have not received all the information and explanations we require for
our audit.
Responsibilities of Directors
As explained more fully in the Directors' responsibilities statement, set
out on page 13, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is necessary
to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern
basis of accounting unless the Directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative but to do
so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities [3]. This description forms part of
our auditor's report.
Other matters which we are required to address
We were appointed by the Board on 29 May 2018 to audit the financial
statements for the year ending 30 April 2018. Our total uninterrupted period
of engagement is 3 years, covering the year ending 30 April 2020.
As disclosed in SDV's Corporate Governance Report, tax compliance services
were provided in the current year in relation to the previous financial year
as permitted by the FRC's Revised Ethical Standard June 2016. Separate teams
were engaged to complete the work and the work was performed after the audit
was complete and the audit report signed with no reliance placed on the tax
compliance work by the audit team.
Further to publication of the FRC's Revised Ethical Standard December 2019
we have ceased to provide tax compliance services with effect from the
current financial year.
Other than those disclosed in SDV's Corporate Governance Report, we have
provided no non-audit services to the Company in the period from 1 May 2019
to 30 April 2020.
The non-audit services prohibited by the FRC's Ethical Standard June 2016
were not provided to the Company and we remain independent of the Company in
conducting our audit.
Our audit opinion is consistent with the additional report to the Board.
Use of this report
This report is made solely to the Company's members, as a body, in
accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the Company's members
those matters we are required to state to them in an auditors' report and
for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the
Company's members as a body, for our audit work, for this report, or for the
opinions we have formed.
Ryan Hancock
Senior Statutory Auditor
For and on behalf of Hazlewoods LLP
Statutory Auditor
Cheltenham
6 July 2020
Statement of Comprehensive Income
for the year ended 30 April 2020
Year ended 2020 Year ended 2019
Revenue Capital Total Revenue Capital Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income - - - - - -
- 607 607 - 582 582
Provision for
contribution
from SDV
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DJ SDV 2025 ZDP PLC: Annual Report and Accounts for -6-
regarding the
capital
entitlement of
the ZDP shares
Return before - 607 607 - 582 582
finance costs
and taxation
Appropriations - (607) (607) - (582) (582)
in respect of
ZDP shares
- - - -
Net - -
surplus/(defic
it) after
finance costs
and before
taxation
Taxation on 2 - - - - - -
ordinary
activities
Net - - - - - -
surplus/(defic
it) after
taxation
Return per ZDP 4 - 4.19p 4.19p - 4.02p 4.02p
share
The total column of this statement is the Statement of Comprehensive Income
of the Company, prepared in accordance with IFRSs, as adopted by the EU. All
revenue and capital return columns in the above statement derive from
continuing operations. No operations were acquired or discontinued during
the year. All of the net return for the year is attributable to the
shareholders of the Company. The supplementary revenue and capital columns
are presented for information purposes as recommended by the Statement of
Recommended Practice issued by the AIC.
The notes on pages 22 to 27 form part of these financial statements.
Statement of Changes in Net Equity
for the year ended 30 April 2020
Share Capital Total
GBP'000 GBP'000
Year ended 30 April 2020
1 May 2019 13 13
Total comprehensive income for the year - -
30 April 2020 13 13
Year ended 30 April 2019
1 May 2018 13 13
Total comprehensive income for the year - -
30 April 2019 13 13
The notes on pages 22 to 27 form part of these financial statements.
Balance Sheet
as at 30 April 2020
Note 2020 2019
GBP'000 GBP'000
Non-current assets
Loans and receivables 5 15,902 15,295
Current assets
Trade and other receivables 6 13 13
Total assets 15,915 15,308
Current liabilities
ZDP shares 8 (15,902) (15,295)
Net assets 13 13
Represented by:
Share capital 7 13 13
Equity shareholders' funds 13 13
The notes on pages 22 to 27 form part of these financial statements.
These financial statements were approved by the Board of SDV 2025 ZDP PLC
and authorised for issue on 6 July 2020 and were signed on behalf of the
Company by:
Howard Myles,
Chairman
6 July 2020
Company Registered No: 11031268
Notes to the Financial Statements
as at 30 April 2020
1. General information
SDVP is a public company incorporated and registered in England and Wales on
25 October 2017 with limited liability under the Companies Act 2006. All of
its Ordinary shares are held by SDV. It is not regulated by the Financial
Conduct Authority or any commission.
The financial information of the Company for the year ended 30 April 2020
has also been consolidated into the results of SDV.
2. Accounting policies
**********************
Basis of preparation
The financial statements of the Company have been prepared in conformity
with IFRSs issued by the International Accounting Standards Board (as
adopted by the EU), and Interpretations issued by the International
Financial Reporting Interpretations Committee, and applicable requirements
of UK company law, and reflect the following policies which have been
adopted and applied consistently.
The following amendments to standards effective this year, being relevant
and applicable to the Group, have been adopted, although they have no impact
on the financial statements:
* IFRS 16 Leases (effective 1 January 2019)
Critical accounting judgments and uses of estimation
The preparation of financial statements in conformity with IFRS requires
management to make judgments, estimate and assumptions that affect the
application of policies and the amounts reported in the Balance Sheet and
the Statement of Comprehensive Income. The estimates and associated
assumptions are based on historical experience and various other factors
that are believed to be reasonable under the circumstances, the results of
which form the basis of making judgments about carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimate are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the
period of the revision and future period if the revision affects both
current and future periods. There were no significant accounting estimates
or significant judgments in the current year.
Convention
The financial statements are presented in Sterling, rounded to the nearest
GBP'000. The financial statements have been prepared on a going concern basis.
Where presentational guidance set out in the Statement of Recommended
Practice regarding the 'Financial Statements of Investment Trust Companies
and Venture Capital Trusts' ('SORP'), issued by the Association of
Investment Companies (dated November 2014 and updated in February 2018 with
consequential amendments) is consistent with the requirements of IFRSs, the
Directors have sought to prepare the financial statements on a consistent
basis compliant with the recommendations of the SORP.
Segmental reporting
The Company does not engage in any business activities from which it can
earn revenues and therefore segmental reporting does not apply.
Loans and receivables
The Company holds a non-interest bearing secured loan in SDV. Under IAS 39
'Financial Instruments: Recognition and Measurement' the loan is carried at
amortised cost using the effective interest method. Amortised cost
represents the initial cost of the loan plus a proportion of the expected
surplus on redemption. The expected surplus on redemption is allocated to
capital at a constant rate over the life of the loan.
Expenses
All operating expenses (including the auditors remuneration) of the Company
are borne by SDV.
ZDP shares
ZDP shares issued by the Company are treated as a liability under IAS 32
'Financial Instruments: Disclosure and Presentation', 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
Company'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 SDV investments held primarily for capital
growth.
Cash flow statement
The Company is a wholly-owned subsidiary of SDV and the cash flows of the
Company are included in the consolidated cash flow statement of the parent
undertaking. During the current and prior periods the receipt of loan
funding from the issue of ZDP shares was received directly by SDV.
There were no cash flows during the year ended 30 April 2020 therefore no
cash flow statement is presented within the financial statements.
Taxation
There is no charge to UK income taxation as the Company does not have any
income. There are no deferred tax assets in respect of unrelieved excess
expenses as all expenses are borne by SDV.
3. Directors' remuneration/Management fee
The Directors and Manager are remunerated by SDV and the amounts in respect
of their services as Directors and Manager of SDVP are not separately
identifiable.
4. Return per share
ZDP shares
The capital return per ZDP share is based on appropriations of GBP607,000
(2019: GBP582,000) and on 14,500,000 shares (2019: 14,489,863), being the
weighted average number of ZDP shares in issue during the year.
5. Loans and receivables
The Company has entered into a loan agreement with SDV whereby the Company
lent SDV the gross proceeds of GBP12,782,000 raised from the conversion of SVC
ZDP shares of 10,977,747 and the placing on 8 January 2018 of 1,802,336 ZDP
shares at 100p.
On 11 April 2018, the Company lent SDV the gross proceeds of GBP1,462,514
raised from the additional placing of 1,419,917 ZDP shares at 103p each.
On 10 May 2018, the Company lent SDV the gross proceeds of GBP104,500 raised
from the additional placing of 100,000 ZDP shares at 104p each.
On 15 May 2018, the Company lent SDV the gross proceeds of GBP208,500 raised
from the additional placing of 200,000 ZDP shares at 105p each.
The loan is non-interest bearing and is secured on SDV's total assets by a
floating charge debenture entered into between the Company and SDV. The loan
is repayable three business days prior to the ZDP share redemption date of
30 April 2025 or, if required by the Company at any time prior to that date
in order to repay the ZDP share entitlement.
A contribution agreement between the Company and SDV has also been entered
into whereby SDV will undertake to contribute such funds as would ensure
that the Company will have in aggregate sufficient assets on 30 April 2025
to satisfy the final capital entitlement of the ZDP shares.
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2020 2019
GBP'000 GBP'000
Loan opening book value 15,295 14,400
Issue of 100,000 ZDP shares 10 May 2018 - 104
Issue of 200,000 ZDP shares 15 May 2018 - 209
Amount receivable from SDV under the 607 582
contribution agreement
15,902 15,295
Loans and receivables
6. Trade and other receivables
2020 2019
GBP'000 GBP'000
Intercompany account 13 13
7. Share capital
Allotted, issued:
2020 2020 2019 2019
Number of shares GBP'000 Number of shares GBP'000
Ordinary shares 50,000 13 50,000 13
of 100p each -
issued and
partly paid as
to 25p each
ZDP shares of 14,500,000 14,557 14,500,000 14,557
100p each
The Company was incorporated on 25 October 2017 with 50,000 ordinary shares
in issue partly paid as to 25p each. All of the ordinary shares are held by
SDV.
On 8 January 2018, 12,780,083 ZDP shares were issued at 100p each. The share
issue costs were borne by SDV.
On 11 April 2018, 1,149,917 additional ZDP shares were issued at 103p each.
The share costs were borne by SDV.
On 10 May 2018, 100,000 ZDP shares were issued at 104.5p each. The share
issue costs were borne by SDV.
On 15 May 2018, 200,000 ZDP shares were issued at 104.25p each. The share
costs were borne by SDV.
As to dividends
Ordinary shares are entitled to any revenue profits which the Company may
determine to distribute as dividends in respect of any financial period. It
is not expected that any such dividends will be declared.
The holders of ZDP shares are not entitled to dividends or other
distributions out of the revenue or any other profits of the Company.
As to capital on a winding up
On a winding up, and after payment of SDVP's liabilities in full, holders of
ZDP shares are entitled to a payment of an amount equal to 100p per share,
increased daily from 8 January 2018 at such compound rate as will give an
entitlement to 133.18p for each ZDP share at 30 April 2025, GBP19,311,100 in
total.
Following payment of the capital entitlement to the ZDP shareholders,
Ordinary shareholders are entitled to any surplus assets of the Company.
As to voting
Holders of Ordinary shares are entitled to receive notice of, attend and
vote at General Meetings of the Company.
Holders of ZDP shares are entitled to receive notice of, attend and vote at
those general meetings where ZDP shareholders are entitled to vote. They are
not entitled to attend or vote at any general meeting of the Company unless
the business includes any resolution to vary, modify or abrogate any of the
special rights attached to the ZDP shares.
Commitment to contribute to the capital entitlement of the ZDP shares
The Company has entered a contribution agreement with its parent company,
SDV, pursuant to which SDV will undertake to contribute such funds as would
ensure that SDVP will have in aggregate sufficient assets on 30 April 2025
to satisfy the final capital entitlement of the ZDP shares or, if required
by the Company, the accrued capital entitlement at any time prior to that
date. This assumes that SDV has sufficient assets to repay the capital
entitlement of the ZDP shares. As at 30 April 2020, the Group had total
assets less current liabilities available for repayment of the ZDP shares of
GBP41,935,628 (2019: GBP59,941,012). The value of the Group's assets would have
to fall over the period to 2025 by 53.9% (2019: 67.8%) for it to be unable
to meet the full capital repayment entitlement of the ZDP shares on the
scheduled repayment date of 30 April 2025.
Duration
The Articles of Association provide that the Directors shall convene a
general meeting of the Company to be held on 30 April 2025 or, if that is
not a business day, on the immediately following business day, at which a
special resolution will be proposed requiring the Company to be wound up
unless the Directors shall have previously been released from their
obligations to do so by a special resolution of the Company (such special
resolution having been sanctioned by any necessary class approval). If no
variation of such date is approved and the Company is not wound up on such
date, any holder of more than 1,000 ZDP shares shall have the right to
requisition a general meeting of the Company to consider a resolution to
wind it up.
At the general meeting, those shareholders present, in person or by proxy or
by duly authorised representative who vote in favour of the resolution to
wind up the Company will collectively have such total number of votes on a
poll as is one more than the number of votes which are required to be cast
for the resolution to be carried. The vote will be taken on a poll.
8. Net asset value per share
The net asset value per ZDP share and the net assets attributable to the ZDP
shareholders are as follows:
Net asset Net asset
value per value per
share share
Net assets Net assets
attributabl attributabl
e e
2020 2020 2019 2019
pence GBP'000 pence GBP'000
ZDP shares 109.67 15,902 105.48 15,295
9. Ultimate parent undertaking
The Company is a wholly owned subsidiary of SDV which is registered in
England and Wales under company number 03749536. The Annual Report of SDV is
available from the website of the Manager at www.chelvertonam.com [1]
10. Related party transactions
The funds lent to SDV are managed by Chelverton, a company for which Mr van
Heesewijk is a consultant. The Investment Manager is remunerated by SDV and
the amounts in respect of its services as Investment Manager of SDVP are not
separately identifiable.
11. Financial instruments
Investment objective and investment policy
The objective of SDVP is to provide the final capital entitlement of the ZDP
shares to the holders of the ZDP shares at the redemption date of 30 April
2025.
The Company will fulfil its investment objective through the contribution
agreement it has with SDV, as detailed in note 5 and 7. The contribution
from SDV will provide the capital entitlement of the ZDP shareholders. The
principal risk the Company faces is therefore, that SDV would not have
sufficient assets to repay the loan and to make a contribution to fulfil the
amount of the capital entitlement due to the ZDP shareholders. Covenants are
in place between SDV and the Company that ensure that SDV will not undertake
certain actions in relation to both itself and the Company.
Due to the Company's dependence on SDV to repay the loan and provide a
contribution to meet the capital entitlement of the ZDP shareholders other
risks faced by the Company are considered to be the same as for SDV and
these are defined in note 23 of SDV's Annual Report.
SDV has considerable financial resources and therefore the Directors believe
that the Company is well placed to manage its business risks and also
believe that SDV will have sufficient resources to continue in operational
existence for the foreseeable future.
The Group actively and regularly reviews and manages its capital structure
to ensure an optimal capital structure and to maximise equity holder
returns, taking into consideration the future capital requirement of the
Group and capital efficiency, prevailing and projected profitability,
projected operating cash flows and projected strategic investment
opportunities. The management regards capital as total equity and reserves,
for capital management purposes. The Group currently do not have any loans
and the Directors do not intend to have any loans or borrowings.
Directors and Advisers
Directors
Howard Myles
William van Heesewijk
Andrew Watkins
Principal Group Advisers
Investment Manager Secretary and
Registered Office
Chelverton Asset Management Limited Maitland Administration
Services Limited
11 Laura Place Hamilton Centre
Bath BA2 4BL Rodney Way, Chelmsford
Tel: 01225 483030 Essex CM1 3BY
Tel: 01245 398950
Registrar and Transfer Office for the Auditor
ZDP shares
Share Registrars Limited Hazlewoods LLP
The Courtyard Windsor House
17 West Street Bayshill Road
Farnham Cheltenham GL50 3AT
Surrey GU9 7DR
Tel: 01252 821390
www.shareregistrars.uk.com
Shareholder Information
Sources of further information
The Company's ZDP shares are listed on the London Stock Exchange.
The Company's ZDP NAV is released to the London Stock Exchange on a weekly
basis and published monthly via the AIC.
Information about the Company and SDV can be obtained on the Manager's
website: www.chelvertonam.com [1]. Any enquiries can also be emailed to
cam@chelvertonam.com.
Share registrar enquiries
The register for the ZDP shares is maintained by Share Registrars Limited.
In the event of queries regarding your holding, please contact the Registrar
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