TIDMPGHZ TIDMPCGH
RNS Number : 1734Z
PCGH ZDP PLC
12 May 2023
PCGH ZDP PLC
12 May 2023
Legal Entity Identifier: 5493004C3YRF9HEVQI09
Half-Year Report and Financial Statements for the half year
ended 31 March 2023
COMPANY INFORMATION
PCGH ZDP Plc (the 'Company') is a public limited company
incorporated in England and Wales on 30 March 2017, with
registration number 10700107. The principal legislation under which
the Company operates is the Companies Act 2006. The Company's zero
dividend preference (ZDP) shares have a standard listing on the
London Stock Exchange.
KEY CONTACTS
Board of Directors Registered Office
Lisa Arnold (Chair) 16 Palace Street
Andrew Fleming London
Neal Ransome SW1E 5JD
Jeremy Whitley
Investment Manager and AIFM Company Secretary
Polar Capital LLP Polar Capital Secretarial Services
16 Palace Street Limited
London 16 Palace Street
SW1E 5JD London
SW1E 5JD
Independent Auditors Depositary
PricewaterhouseCoopers LLP HSBC Bank plc
Atria One, 144 Morrison Street 8 Canada Square
Edinburgh London
EH3 8EX E14 5HQ
Registrar Legal Adviser
Equiniti Limited Herbert Smith Freehills LLP
Aspect House, Spencer Road Exchange House, Primrose Street
Lancing, West Sussex London
BN99 6DA EC2A 2EG
Company identification codes: TICKER: PGHZ LEI: 5493004C3YRF9HEVQI09
SEDOL: BDHXP96 ISIN: GB00BDHXP963
INTERIM MANAGEMENT REPORT
for the half year ended 31 March 2023
This interim management report is provided in accordance with
the Disclosure Guidance and Transparency Rules (DTR) 4.2.7 and
4.2.8.
The Company is a public limited company with the sole purpose of
issuing zero dividend preference (ZDP) shares and advancing the
proceeds of the issue, by way of a loan, to the parent company. The
Company is managed by a board of non-executive directors and the
day to day operations are delegated to the Investment Manager,
Polar Capital LLP. The Company's entire ordinary share capital is
owned by the parent company while the ZDP shares have a standard
listing on the London Stock Exchange. The parent company, Polar
Capital Global Healthcare Trust Plc (PCGH) and the Company form the
Group (the Group).
The sole objective of the Company is to repay the ZDP
shareholders, on 19 June 2024, their entitlement to 122.99 pence
per ZDP share. The performance of the Company in meeting this
objective is directly linked to the performance of the parent
company. To meet such objective, the parent company has provided an
undertaking to the Company, whereby any shortfall between the final
capital entitlement of 122.99 pence per ZDP share and the aggregate
principal amount and interest due pursuant to the undertaking will
be met in full by the parent company.
Directors
The Directors who served in office during the six months under
review are as follows:
-- Lisa Arnold (Chair)
-- Neal Ransome
-- Andrew Fleming
-- Jeremy Whitley
All of the Directors are also serving directors of the parent
company and therefore have an indirect interest in the loan and
undertaking entered into by the Company and parent. The Directors
are aware of the recently published FCA Diversity and Inclusion
Policy and will report in connection with this in the Annual
Report.
Principal Risks and Uncertainties
There have been no changes to the risks and uncertainties within
the six months under review to those reported in the last annual
report, and there were no events or otherwise during the period
under review which had any significant effect on the Company, its
objective or purpose.
The board acknowledges its ultimate responsibility for managing
the risks associated with the Company. The principal risks and
uncertainties as identified by the Board are detailed below:
Capital Value:
The primary risk to the ZDP shareholders is that the assets of
the Company are insufficient to repay the final capital entitlement
of the ZDP Shares of 122.99 pence per share on the repayment date
of 19 June 2024. The payment will be dependent on the parent
company's ability to comply with its obligations under the loan and
the undertaking.
Investment tenure:
There is a risk that there may not be a liquid secondary market
for the ZDP shares. The investment should therefore be regarded as
long-term in nature and should not be considered a suitable
short-term investment.
Going Concern and Future Developments
The board monitors the financial position of the Company and
Group and confirms that there continues to be a reasonable
expectation that there are adequate resources to continue in
operational existence for the foreseeable future. Accordingly, the
Board continues to adopt the going concern basis in preparing the
financial results of the Company. The Company does not have, and
does not expect to have, any other business interests, and the
current activities of the Company are expected to continue until
the scheduled ZDP Repayment Date of 19 June 2024 at which time the
Company will enter into voluntary liquidation.
Statement of Directors' Responsibilities
The Directors of PCGH ZDP Plc confirm to the best of their
knowledge that:
-- The condensed set of financial statements has been prepared
in accordance with UK-adopted International Accounting Standard 34,
and gives a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company for the six
months ended 31 March 2023;
-- The Interim Management Report includes a fair review of the
information required by the Disclosure Guidance and Transparency
Rules 4.2.7R and 4.2.8R;
The half year financial report for the six-month period to 31
March 2023 has not been audited or reviewed by the Auditors. The
half year financial report was approved by the Board on 11 May
2023.
Approved by the Board of Directors and signed on its behalf
by:
Lisa Arnold
Chair
11 May 2023
STATEMENT OF COMPREHENSIVE INCOME
For the half year ended 31 March 2023
(Unaudited) (Unaudited) (Audited)
Half year Half year
ended ended Year ended
31 March 30 September
31 March 2023 2022 2022
Total Total Total
Return Return Return
Notes GBP GBP GBP
Loan interest 2 453,135 442,084 892,850
Contribution from parent 3 104,020 98,842 201,158
Total income 557,155 540,926 1,094,008
-------------- ------------ -------------
Total expenses - - -
-------------- ------------ -------------
Profit before finance costs
and tax 557,155 540,926 1,094,008
-------------- ------------ -------------
Finance costs
Appropriation to ZDP
shares 4 (557,155) (540,926) (1,094,008)
Total finance costs (557,155) (540,926) (1,094,008)
-------------- ------------ -------------
Result before taxation - - -
Taxation - - -
-------------- ------------ -------------
Net result for the
period and total comprehensive
income - - -
-------------- ------------ -------------
The amounts dealt with in the Statement of Comprehensive Income
are all derived from continuing activities.
The notes to follow form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
For the half year ended 31 March 2023
(Unaudited)
Half year ended 31 March 2023
---------------------------------------------
Called up
share capital Capital reserve Total equity
GBP GBP GBP
-------------- --------------- ------------
Total equity at 1 October 2022 50,000 - 50,000
Result and total comprehensive
income for the half year ended
31 March 2023 - - -
Total equity at 31 March 2023 50,000 - 50,000
-------------- --------------- ------------
(Unaudited)
Half year ended 31 March 2022
---------------------------------------------
Called up
share capital Capital reserve Total equity
GBP GBP GBP
-------------- --------------- ------------
Total equity at 1 October 2021 50,000 - 50,000
Result and total comprehensive
income for the half year ended
31 March 2022 - - -
Total equity at 31 March 2022 50,000 - 50,000
-------------- --------------- ------------
(Audited)
Year ended
30 September 2022
---------------------------------------------
Called up
share capital Capital reserve Total equity
GBP GBP GBP
-------------- --------------- ------------
Total equity at 1 October 2021 50,000 - 50,000
Result and total comprehensive
income for the year ended 30 September
2022 - - -
Total equity at 30 September 2022 50,000 - 50,000
-------------- --------------- ------------
The notes to follow form part of these financial statements.
BALANCE SHEET
As at 31 March 2023
(Unaudited) (Unaudited) (Audited)
31 March 31 March 30 September
2023 2022 2022
GBP GBP GBP
Non-current assets
Loan to parent company 38,118,130 37,007,893 37,560,975
Current assets
Cash and cash equivalents 50,000 50,000 50,000
Total assets 38,168,130 37,057,893 37,610,975
------------- ------------- -------------
Non-current liabilities
Zero dividend preference
shares (38,118,130) (37,007,893) (37,560,975)
Total liabilities (38,118,130) (37,007,893) (37,560,975)
------------- ------------- -------------
Net assets 50,000 50,000 50,000
------------- ------------- -------------
Equity attributable to equity
shareholders
Called up share capital 50,000 50,000 50,000
Capital reserve - - -
Total equity 50,000 50,000 50,000
------------- ------------- -------------
These financial statements of PCGH ZDP Plc were approved and
authorised for issue by the Board of
Directors on 11 May 2023. They were subsequently signed by:
Lisa Arnold
Chair
The notes to follow form part of these financial statements.
CASH FLOW STATEMENT
For the half year ended 31 March 2023
(Unaudited) (Unaudited) (Audited)
Half Year Half Year
Ended Ended Year Ended
31 March 31 March 30 September
2023 2022 2022
GBP GBP GBP
Cash flows from operating
activities
Profit before finance costs
and taxation 557,155 540,926 1,094,008
Increase in receivable* (557,155) (540,926) (1,094,008)
Net cash inflow from operating
activities - - -
------------ ------------ -------------
Cash flows from financing
activities
Net cash outflow from financing
activities - - -
------------ ------------ -------------
Net increase in cash and cash
equivalents - - -
Cash and cash equivalents
at the beginning of the period 50,000 50,000 50,000
------------ ------------ -------------
Cash and cash equivalents
at the end of the period 50,000 50,000 50,000
------------ ------------ -------------
* The 'increase in payables' under financing activities shown in
the previous half year report has been moved and reclassified as an
'increase in receivables' under operating activities. There have
been no changes to the amounts shown in the prior half year and
there is no impact on the final cash flow position.
The notes to follow form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the half year ended 31 March 2023
1. General Information
The Company's financial statements have been prepared under the
historical cost convention modified to include the revaluation of
certain investments. In line with the Company's parent, the
financial statements have been prepared in accordance with
UK-adopted International Accounting Standards ("UK- adopted
IAS").
The financial information in this half year report does not
constitute statutory accounts as defined in section 434 of the
Companies Act 2006.
The financial information for the half year ended 31 March 2023
and 31 March 2022 have not been audited. The figures and financial
information for the year ended 30 September 2022 are an extract
from the latest published accounts and do not constitute statutory
accounts for that period.
Full statutory accounts for the year ended 30 September 2022,
prepared under UK-adopted IAS, including the report of the auditors
which was unqualified, did not draw attention to any matters by way
of emphasis and did not contain a statement under section 498 of
the Companies Act 2006, have been delivered to the Registrar of
Companies.
The Company's accounting policies have not varied from those
described in the financial statements for the year ended 30
September 2022.
The Company's presentational currency is pounds sterling. Pounds
sterling is also the functional currency of the Company because it
is the currency of the primary economic environment in which the
Company operates.
2. Loan interest
Under a Loan Agreement the gross initial ZDP Placing proceeds
have been lent to the Parent, Polar Capital Global Healthcare Trust
plc. The Loan agreement provides that interest will accrue daily at
an annual rate of 2.5% compounded annually.
3. Contribution from parent
The contribution represents the additional funding required from
the parent to meet the entitlement due to the ZDP shareholders at
the period end. The contribution from the parent as at 31 March
2023 was GBP104,020 (31 March 2022: GBP98,842, 30 September 2022:
GBP201,158).
4. Finance costs
The ZDP shares are designed to provide a pre-determined capital
growth from their original issue price of 100p on 20 June 2017 to a
final capital entitlement of 122.99p on 19 June 2024. The initial
capital of 100p at 20 June 2017 will increase at an interest rate
of 3% compounding annually. The provision for the capital growth
entitlement on the ZDP shares is included as a finance cost.
5. Net asset value per ZDP share
(Unaudited) (Unaudited) (Audited)
Half Year Half Year
Ended Ended Year Ended
31 March 31 March 30 September
2023 2022 2022
Calculated entitlement
of ZDP shareholders (GBP) 38,118,130 37,007,893 37,560,975
ZDP shares in issue at
the end of the year 32,128,437 32,128,437 32,128,437
Net asset value per ZDP
share (pence) 118.64 115.19 116.91
------------ ------------ -------------
6. Related party
The Company provides an interest bearing loan to its parent
company, Polar Capital Global Healthcare Trust plc. The loan is
carried at amortised cost, which represents the initial cost of the
loan plus accrued interest and any contribution due from the parent
to meet the total ZDP entitlement. As at 31 March 2023,
GBP38,118,130 was due from the parent company in respect of the
loan (31 March 2022: GBP37,007,893 and 30 September 2022:
GBP37,560,975).
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IR GPUCCAUPWGMG
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May 12, 2023 02:00 ET (06:00 GMT)
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