TIDMLMS
RNS Number : 4889T
LMS Capital PLC
20 March 2023
20 March 2023
LMS CAPITAL PLC
Final Results for the Year Ended 31 December 2022
The Board of LMS Capital plc (the "Company") is pleased to
announce the Company's audited annual results for the year ended 31
December 2022.
Financial Summary
31 December 2022 31 December 2021
------------------ ------------------
Net asset value GBP46.5m GBP49.1m
Cash available at year end GBP17.9m GBP20.1m
Portfolio gains/(losses) GBP-m GBP3.8m
Running costs (GBP1.7m) (GBP1.8m)
Net asset value per share (p) 57.7p 60.8p
Dividends paid per share (p) 0.925p 0.9p
Dividends declared/recommended
by Board (p) 0.925p 0.925p
2022 key points
Net Asset Value
-- The net asset value ("NAV") at 31 December 2022 was GBP46.5
million, 57.7 pence per share (31 December 2021: GBP49.1 million,
60.8 pence per share); and
-- Adjusting for the impact of dividends to shareholders, the
NAV over the year decreased by a net GBP1.9 million, or 3.9%.
Portfolio gains and realisations
-- An increase in value of GBP2.2 million on the new energy
investment, Dacian Petroleum, was offset by an equal decrease in
valuation on the mature asset portfolio, leaving the value of the
portfolio overall flat year on year.
-- New Investments - Energy
-- We are pleased with the performance of Dacian, the Romanian
oil and gas production company in which we invested in 2020.
Completion of Dacian's first acquisition occurred in November 2021,
having been delayed by some 16 months whilst the necessary local
regulatory approvals were obtained and therefore 2022 was its first
full year of operation. The company was profitable and cash
generative in its first year and we expect it to meet or exceed the
target investment returns.
-- Mature portfolio
-- The overall performance of the mature portfolio in 2022 was
significantly influenced by the impact of reductions in value
arising in two third-party managed fund positions, San Francisco
Equity Partners and Eden Ventures. The result is disappointing, in
both cases the reductions relate to the exit of the last remaining
asset in the respective funds which are now being wound up by their
general partners.
Running costs
-- Running costs, including those incurred by subsidiaries,
decreased by 5% to GBP1.7 million (2021: GBP1.8 million) reflecting
continued focus on the management of costs and the benefit of
income from co-investment activity. There were an additional GBP0.4
million of investment related costs (2021: GBP0.3 million).
Dividends
-- A final dividend of 0.625 pence per share on the 2021 year
was paid in June 2022, and an interim dividend of 0.3 pence per
share for the 2022 year was paid in September 2022. A final
dividend on the 2022 year of 0.625 pence per share is recommended
by the Board and will be proposed for approval by shareholders at
the Annual General Meeting.
Cash balances
-- Group cash balances at the year-end, including amounts held
by subsidiaries, were GBP17.9 million, representing 22.2 pence per
share and 38.5% of the NAV (2021: GBP20.1 million and 24.9 pence
per share and 41.0% of the NAV). The Company had no external
debt.
Key themes for 2023
The Board recognises that 38.5% of the NAV is held in group cash
balances and is focussed on translating the ground-work that has
been done in 2022, in particular within real estate, into further
new investment opportunities.
Dacian has had a successful first full year and having dealt
with the operational challenges of taking over the assets acquired
is positioned in 2023 to accelerate the execution of its business
plan to further increase production. LMS will use its board
position to support the Dacian team, develop the opportunities for
additional capital deployment within the acquired Dacian portfolio,
and more widely.
Robert Rayne, Chairman, commented:
"Although delayed in its execution, we are pleased to see
Dacian's first year of operation successfully behind it and now
look forward to the delivery of the business plan delivering growth
in production levels through the extension of life of its portfolio
of production assets. As we enter 2023, we are focused on bringing
forward the real estate opportunities in our current pipeline and
expanding our energy portfolio."
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
For further information please contact:
LMS Capital plc
Nick Friedlos, Managing Director
0207 935 3555
Chairman and Managing Director's Report
We are pleased to report our results for the year ended 31
December 2022 and to provide an update on progress within the
business.
The Board set out an approach, when the Company returned to
self-management in 2020 based on investing in those sectors where
the Company has a clear competitive advantage - primarily energy
and real estate - with the aim to generate a return on equity,
after running costs, of between 12% and 15% per annum over the long
term.
This remains the aim of our investment strategy.
We view the year as one of solid progress but also recognise
that uninvested cash is a drag on returns and appreciate the
importance of translating our work into new investments which will
generate the longer term returns we are targeting.
There are three elements to our business
Mature asset portfolio - 31 December 2022 NAV GBP20.8 million
(25.8 pence per share)
-- this comprises investments which originate from the Company's
strategy pre-2012. 91% of the value is held in four positions;
-- the investments are managed with a view to optimising the realisation values;
-- the portfolio largely comprises positions managed by
third-party managers, with whom the Company maintains dialogue,
although it does not control decision making; and
-- there may be some liquidity from these assets in 2023, but
the expectation is that liquidity will primarily be in 2024 and
2025.
New Investments - Dacian: 31 December 2022 NAV GBP10.1 million
(12.5 pence per share)
-- Dacian was the Company's first new investment following its
return to self-management in early 2020. The investment was
underwritten in August 2020 but only completed, following local
Romanian regulatory approvals, in November 2021;
-- the year just ended therefore represents the first full year
of operation, which was profitable and cash generative;
-- entering 2023 the business is positioned to execute its
business plan to increase production; and
-- the Board expects this investment to deliver returns that meet or exceed its target returns.
Cash less other net liabilities - 31 December 2022 NAV GBP15.6
million (19.1 pence per share)
-- the Group cash amounts to GBP17.9 million; and
-- other net liabilities amount to GBP2.3 million and relate
mainly to accruals for income taxes, historic carried interest
liabilities for one remaining asset and other sundry costs.
Deployment of capital
Investment themes
When the Company returned to self-management in 2020, the Board
laid out a strategy for the deployment of capital, making new
investments in areas where the Company has clear competitive
advantage, through:
-- working with management teams we know well, who are respected
in their sector, experienced and with a track record of successful
execution;
-- "hard to access" assets, typically at the smaller end of
their respective sectors, allowing more attractive acquisition
pricing and giving the opportunity for value creation through more
intensive management; and
-- the opportunity to introduce co-investment capital alongside our own balance sheet.
These areas are principally in energy and real estate. Other
late-stage private equity opportunities are considered and
evaluated but at present are not the primary focus.
We seek investments which not only meet our return criteria, but
also give LMS a "cornerstone" position in the underlying business,
enabling us to influence and benefit from future growth and capital
raising.
The approach leads to a slower pace of deployment of capital,
but the Board continue to believe this is the right approach to
create long term growth for the Company and value for
shareholders.
Real estate development
We continue to see opportunity in the creation of specialist use
real estate. During 2022, we have been working with our team to
explore opportunities in retirement living - a sector in which we
believe there will be strong growth in the coming years. The sector
offers the opportunity to combine our real estate skills with
operational partners.
Real estate investment
We are developing a management and investment structure which
will allow LMS to invest in assets alongside co-investors and
derive a return not just from the underlying asset but also from
the management platform.
Energy
The Company has a history of investing in the energy sector and
has connections with management teams that enable it to identify
and execute on opportunities not readily accessible to others.
In relation to carbon-based energy, we see the extension of life
of existing production assets and industrial infrastructure to
reduce the carbon footprint per barrel produced, as having a key
and environmentally important role to play in the world's
transition away from carbon fuels over the next few decades. We
also see opportunities in renewable energy and in the businesses
that service the generation of that energy.
FINANCIAL RESULTS FOR THE YEARED 31 DECEMBER 2022
Net Asset Value ("NAV") overview
The NAV of the Company at 31 December 2022 was GBP46.5 million,
57.7 pence per share (31 December 2021 GBP49.1 million, 60.8 pence
per share). This represents a decrease of GBP2.6 million on the
prior year and comprises:
-- net decrease on portfolio investments of GBP1.3 million which
includes net realised and unrealised portfolio losses;
-- increase of GBP1.3 million being accrued interest on Dacian;
-- net reduction of GBP1.9 million for other items including
running costs, taxation, the investment costs principally
associated with developing real estate deal opportunities and
foreign exchange gains on non-portfolio assets; and
-- reduction of GBP0.7 million for dividends paid to shareholders.
After adjusting for the 0.925 pence per share distributed as
dividends during 2022, the NAV has shown a decrease on the year of
3.7%.
Mature Assets
This portfolio showed a net reduction in the year of GBP2.2
million. In part, this movement reflects the unrealised effect of
net "ups and downs" arising from fluctuations in exchange rates
(76% of the portfolio is US Dollar denominated) and in the public
market comparables used in the valuations. GBP1.6 million of the
reduction is due to write downs which reflect either actual or
imminent realisations of assets by third-party fund managers.
The four largest assets comprise 91% of the mature
portfolio:
-- Medhost (NAV GBP5.7 million)- Co-investment, alongside Primus
Capital, in this US software company serving the mid-sized hospital
market in America. A mature business with strong and consistent
revenues, earnings and cash flows. The unrealised decrease in NAV
for the year, excluding the impact of foreign exchange gains, was
GBP0.7 million, primarily as a result of changes in the public
market comparators;
-- Brockton Capital Fund I (NAV GBP6.0 million)- The remaining
asset in this real estate fund, of which the Company holds 16.7%,
is a preferred debt investment in a "Super Prime" residential
development in Mayfair, central London. During 2022, the fund has
secured medium-term finance to allow adequate time to sell the
apartments. The investment, which is valued on a discounted cash
flow basis showed an unrealised increase in NAV for the year of
GBP0.5 million;
-- Opus Capital Venture Partners (NAV GBP5.3 million)- The
Company holds 2.3% of this 2008 vintage US early-stage technology
fund, managed by Opus Capital Venture Partners. The fund life has
now been exceeded, the manager is no longer charging annual fees.
The fund has two significant remaining investments, both of which
are cash generative and performing well. The manager's expectation
is that, subject to market conditions, an exit will be sought in
the reasonably near term, but meantime both assets continue to
grow. The unrealised increase in NAV during the year, excluding the
impact of foreign exchange gains was GBP0.8 million; and
-- Weber Capital Partners (NAV GBP2.0 million)- This US
micro-cap stock fund is managed by Weber Capital Partners with whom
the Company has worked closely for over 20 years. The theme is
substantially but not exclusively around technology and medical
stocks. Historic returns have been excellent. To 31 December 2022,
average rolling five year returns since 2006 and three-year returns
since 2002 have been 16.6% and 19.6% respectively. The NAV decrease
on this investment during 2022, excluding the impact of foreign
exchange gains, was GBP0.9 million, as a result of downward
movements in the market price of its quoted securities.
On other mature assets:
-- Elateral (NAV GBP0.6 million) - further working capital was
invested in Elateral during the year. The company has invested in
its revenue growth strategy, and has gained new business in the
last three to six months. The company's outsourced software
development resources in Ukraine, Russia and Belarus have been
disrupted by the war, but it has successfully mitigated the
consequences through a restructuring of its development activities;
and
-- ICU Eyewear (NAV GBP0.2 million), this investment is managed
by San Francisco Equity Partners (SFEP). In 2020 it produced a
windfall profit from its opportunistic move into distribution of
PPE equipment, from which LMS received distributions of GBP1.6
million. Since then, it has returned largely to its core eyewear
activity. The December 2022 valuation reduction of GBP1.5 million,
excluding the impact of foreign exchange gains, reflects the
estimated proceeds from a sale that has completed since the year
end. This is a disappointing outcome and is the last asset managed
by SFEP.
New Investments - Dacian
In 2021, LMS led the funding group which, including $9.1 million
from LMS itself, invested $14 million in Dacian, a newly formed
Romanian oil and gas production company formed to acquire and
operate mature onshore energy production assets.
With this investment, together with $6 million of external debt,
Dacian was able to make its first acquisition of on-shore oil and
gas assets.
LMS' $9.1 million is structured principally as senior secured
loan notes, which are entitled to interest of 14% per annum gross
before a withholding tax of 10%. LMS' share of equity is 32%. The
balance of the equity is held by LMS' co-investors, 18%, and
management 50%. Distributions to equity can only occur once the
senior loan notes and accrued coupon are fully repaid.
The rationale for the investment in Dacian was:
-- the business is operationally cash flow positive from day one;
-- a business focused on the extension of life of existing
production assets that has an environmentally important role to
play in the world's transition away from carbon fuels; and
-- it was evaluated and the investment decision taken on the basis of:
o attractive entry pricing;
o a founder team with extensive industry experience and a
Romanian team with prior knowledge of the assets being
acquired;
o a robust operating plan able to withstand volatility in energy
prices;
o the opportunity for gains through production enhancing
technology that can extend the productive life of mature assets;
and
o overall, the potential to meet and exceed LMS's target
investment returns.
The investment was underwritten in August 2020 but then
underwent a protracted period obtaining the necessary regulatory
approvals in Romania, and completion only occurred in November
2021. The year just ended therefore is the first full year of
operation.
For the first six to nine months of operation backlog
maintenance issues, inherited at completion, caused mechanical
breakdowns and interruptions resulting in average production
levels. These operational issues diverted resources to reactive
repairs and away from workover projects designed to deliver
long-term gains in production.
During the final quarter of the year, management's actions, in
particular securing an inventory of replacement components and
additional maintenance equipment, appear to have enabled production
to be stabilised.
Notwithstanding the operational issues, workover projects added
some 250 barrels of oil equivalent per day ("BOEPD") in 2022.
Production in December 2022 exceeded 1,000 BOEPD and management
plan during 2023 to build from this base through workover projects
and ongoing continued reactive and preventative maintenance
programs.
Revenues in 2022, based on the unaudited management accounts,
were approximately $32 million and the business was cash flow
positive after investing some $3 million in additional equipment
and inventory.
We expect this investment to meet or exceed our target
returns.
Liquidity - Cash less other net liabilities
Cash
Cash balances in the Company and its subsidiaries at 31 December
2022 were GBP17.9 million (31 December 2021: GBP20.1 million).
Outflows during the year amounted to GBP2.7 million, this
includes GBP1.7 million of running costs, GBP0.3 million of
investment related costs, GBP0.7 million of dividend payments and
GBP0.5 million of new capital invested in Elateral.
Inflows were GBP0.5 million and include a GBP0.1 million
distribution from Brockton, GBP0.4 million redemption of Medhost
preference shares, plus sundry fund distributions.
Net Liabilities
Net liabilities of GBP2.3 million (31 December 2021: GBP1.9
million) consist primarily of accruals for income taxes, historic
carried interest liabilities for one remaining asset and other
sundry costs.
DIVID POLICY
The Company paid GBP0.7 million in dividends during the year
comprising a final dividend for the year ended 31 December 2021 of
0.625 pence per share, paid on 23 June 2022 and an interim dividend
for the year ended 31 December 2022 of 0.3 pence per share paid on
12 September 2022.
A final dividend of 0.625 pence per share for the year ended 31
December 2022 is recommended by the Board. Subject to approval by
shareholders at the AGM in May 2023, the dividend will be paid to
shareholders in early June 2023.
The dividend policy laid out by the Board in 2020 was to pay a
dividend in respect of each financial year equal to approximately
1.5% of the closing NAV for that year. The proposed dividend for
2022 will amount to approximately 1.6% of closing NAV. Having
regard to the Company's cash position and, whilst the dividends
currently exceed the net cash income, the Board is confident of the
Company's ability to generate future annual income and has
therefore continued the policy.
The Board's ambition is to increase the level of dividend and
will keep the current policy under review. The actual level of
dividend each year will take account of market conditions
generally, the Company's financial position and its distributable
reserves.
DOUG MILLS
We operate with a small core team, a key member of which was
Doug Mills who oversaw our finance function and, given his
background in the energy industry, also supported the Dacian team.
Doug passed away very suddenly and at a young age on 20 September
last year. We would like publicly to record our appreciation for
Doug's contribution to the business and for his friendship and
support as a colleague.
LOOKING FORWARD
The Company's objective is the preservation and creation of
wealth for its shareholders over the longer term. Its target is to
deliver returns, net of costs, of between 12% and 15% over the
longer period.
Looking forward in 2023, our priorities are:
-- to bring to fruition the work that has been undertaken,
particularly with our real estate teams, to deploy new capital from
our own balance sheet in conjunction with our co-investors;
-- to support the Dacian team as it enters its second year of
operation with an emphasis on its workover program to increase
production; and
-- to continue to manage the mature asset portfolio to optimise realisation proceeds
We would like to express our appreciation for the support from
our team and from the network of people with whom we work on a
regular basis. We would also like to express our appreciation for
the continued support of our shareholders. We look forward to
reporting progress to you during 2023.
Robert Rayne
Chairman
Nicholas Friedlos
Managing Director
17 March 2023
PORTFOLIO MANAGEMENT REVIEW
Introduction
During 2022, the Company's mature asset portfolio showed a net
reduction in value of GBP2.2 million (9.8%) as a result of
underlying foreign exchange gains, offset by reductions in the
underlying values of the assets. Dacian, its first new investment,
showed an increase in value GBP2.2 million (27.8%) as a result of
foreign exchange gains and accrued income. Portfolio realisations
totalled GBP0.4 million during 2022, primarily from the redemption
of the Medhost preference shares, funding the Company's overheads
and follow-on investment in Elateral.
Cash in the Group at 31 December 2022 was GBP17.9 million (31
December 2021: GBP20.1 million), including GBP14.5 million held by
the Company and GBP3.4 million held by subsidiaries. Inflows, as
noted above were GBP0.4 million. Significant outflows have been
GBP0.7 million of dividend payments and GBP0.4 million invested in
Elateral. Other net cash movements amount to an outflow of GBP2.3
million, include GBP1.9 million of running costs and GBP0.4 million
of investment related costs.
Market background
There was optimism as we entered 2022, with the successful
rollout of the Covid-19 vaccine programme and the prospect of no
further lockdown restrictions however, Russia's invasion of Ukraine
in February 2022 created further uncertainty in the markets and
resulted in a refugee and humanitarian crisis in Europe.
International food and energy supplies were affected which had a
massive effect on global inflation. Later in the year, political
factors in the UK also created market uncertainty, resulting in
sterling falling to a record low against the US dollar.
Domestically, the outlook for 2023 looks uncertain. Interest
rates have risen to their highest in 14 years and inflation remains
close to 10%, due in part to the rapidly increasing energy prices
seen throughout 2022.
The consequences of recent developments and the impact of
macroeconomic and domestic issues will continue to be monitored
closely by the Board.
As reported last year, Elateral one of our direct investments
was directly impacted by events in Ukraine, where it had outsourced
much of its software development work. The company has successfully
manged the consequences of that disruption.
Performance review
The movement in NAV during the year was as follows: 2022 2021
GBP'000 GBP'000
Opening NAV 49,109 47,923
(Loss)/profit on investments (1,305) 2,556
Investment interest income 1,274 1,241
Advisory fee income 165 -
Dividends (747) (727)
Overheads and other net movements (1,955) (1,884)
------------------------------------------------------ --------- ---------
Closing NAV 46,541 49,109
------------------------------------------------------ --------- ---------
Cash realisations and new and follow-on investments from the
portfolio were as follows:
Year ended
31 December
--------------------
2022 2021
GBP'000 GBP'000
------------------------------------------------ --------- ---------
Proceeds from the sale of investments 2 -
Proceeds from redemption of convertible debt - 750
Proceeds from redemption of preference shares 336 -
Distributions from funds and loan repayments 97 1,916
------------------------------------------------ --------- ---------
Total - gross cash realisations 435 2,666
New and follow-on investments (428) (7,153)
Fund calls (41) (43)
------------------------------------------------ --------- ---------
Total - net (34) (4,530)
------------------------------------------------ --------- ---------
Realisations of GBP0.4 million in 2022 include:
-- GBP0.1 million distribution from Brockton; and
-- proceeds of GBP0.3 million from Medhost for the redemption of
the preferred shares and accrued interest.
The new and follow-on investments relate to GBP0.4 million of
additional equity and working capital funding for Elateral, a UK
direct investment.
The fund calls are primarily for SFEP management fees.
Below is a summary of the investment portfolio of the Company
and its subsidiaries, which reflects all investments held by the
Group:
Year ended 31 December
----------------------------------------------------------------------
2022 2021
---------------------------------- ----------------------------------
UK US Total UK US Total
Mature investment portfolio GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ---------- ---------- ---------- ---------- ---------- ----------
Quoted 121 39 160 218 165 383
Unquoted 681 5,945 6,626 924 7,744 8,668
Funds 6,676 7,357 14,033 7,242 6,687 13,929
------------------------------ ---------- ---------- ---------- ---------- ---------- ----------
7,478 13,341 20,819 8,384 14,596 22,980
UK US Total UK US Total
New investment portfolio GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ---------- ---------- ---------- ---------- ---------- ----------
Quoted - - - - - -
Unquoted - 10,145 10,145 - 7,958 7,958
Funds - - - - - -
--------------------------- ---------- ---------- ---------- ---------- ---------- ----------
- 10,145 10,145 - 7,958 7,958
--------------------------- ---------- ---------- ---------- ---------- ---------- ----------
Total investments 7,478 23,486 30,964 8,384 22,554 30,938
=========================== ========== ========== ========== ========== ========== ==========
Basis of valuation:
Quoted investments
Quoted investments for which an active market exists are valued
at the bid price at the reporting date.
Unquoted direct investment
Unquoted direct investments for which there is no active market
are valued using the most appropriate valuation technique with
regard to the stage and nature of the investment. Valuation methods
that may be used include:
-- investments in an established business are valued using
revenue or earnings multiples depending on the stage of development
of the business and the extent to which it is generating
sustainable revenue or earnings;
-- investments in an established business which is generating
sustainable revenue or earnings but for which other valuation
methods are not appropriate are valued by calculating the
discounted cash flow of future cash flows;
-- investments in debt instruments or loan notes are determined
on a standalone basis, with the initial investment recorded at the
price of the transaction and subsequent adjustments to the
valuation are considered for changes in credit risk or market
rates; and
-- convertible instruments are valued by disaggregating the
convertible feature from the debt instrument and valuing it using a
Black-Scholes model.
Funds
Investments in managed funds are valued at fair value. The
general partners of the funds will provide periodic valuations on a
fair value basis, the latest available of which the Company will
adopt provided it is satisfied that the valuation methods used by
the funds are not materially different from the Company's valuation
methods. Adjustments will be made to the fund valuation where the
Company believes there is evidence available for an alternative
valuation.
Performance of the investment portfolio
The return on investments for the year ended 31 December 2022
was as follows:
Year ended 31 December
--------------------------------------------------------------------------------
2022 2021
------------------------------------------ ------------------------------------
Realised Realised Unrealised
gains/ Unrealised gains/ gains/
(losses) gains/ (losses) Total (losses) (losses) Total
Asset type GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- ----------- ------------------ --------- ----------- ------------ ---------
Quoted (1) (220) (221) - 186 186
Unquoted 24 (1,285) (1,261) (5) (90) (95)
Funds - 108 108 - 2,473 2,473
------------------- ----------- ------------------ --------- ----------- ------------ ---------
23 (1,397) (1,374) (5) 2,569 2,564
------------------- ----------- ------------------ --------- ----------- ------------ ---------
Credit/(charge)
for incentive
plans 69 (9)
------------------- ----------- ------------------ --------- ----------- ------------ ---------
(1,305) 2,555
------------------- ----------- ------------------ --------- ----------- ------------ ---------
Operating and
similar income
of subsidiaries 1,081 1,282
------------------- ----------- ------------------ --------- ----------- ------------ ---------
(224) 3,837
------------------- ----------- ------------------ --------- ----------- ------------ ---------
The Company operates carried interest arrangements in line with
normal practice in the private equity industry. The credit for
incentive plans for the Company is GBP30,000 and for subsidiaries a
charge of GBP98,000 for carried interest and other incentives
relating to historic arrangements. The charge for carried interest
incentive plan is included in the net losses on investments in the
Income Statement.
Approximately 76% of the portfolio at 31 December 2022 is
denominated in US dollars (31 December 2021: 73%) and the above
table includes the impact of currency movements. In the year ended
31 December 2022, the weakening of sterling against the US dollar
over the year as a whole resulted in an unrealised foreign currency
gain of GBP2.74 million (2021: unrealised gain of GBP0.02 million).
As a common practice in private equity investment, it is the
Board's current policy not to hedge the Company's underlying
non-sterling investments.
Quoted investments
31 December
--------------------
2022 2021
Company Sector GBP'000 GBP'000
----------------------------------- --------------- --------- ---------
Tialis Essential IT plc UK technology 121 218
(formally IDE Group Holdings)
Arsenal Digital Holdings
Inc US energy 13 139
(formally Global Green Solutions)
Others - 26 26
160 383
--------------------------------------------------- --------- ---------
The net gains and losses on the quoted portfolio arose as
follows:
Year ended 31 December
--------------------------
2022 2021
Gains/(losses), net GBP'000 GBP'000
---------------------------------------------- ------------ ------------
Realised
Tialis Essential IT plc (1) -
(1) -
---------------------------------------------- ------------ ------------
Unrealised
Tialis Essential IT plc (94) 100
Arsenal Digital Holdings Inc (135) 78
Other quoted holdings (2) 9
Unrealised foreign currency gains / (losses) 11 (1)
---------------------------------------------- ------------ ------------
(220) 186
Total net gains/(losses) (221) 186
---------------------------------------------- ------------ ------------
Tialis Essential IT plc (formally IDE Group Holdings)
Having shown signs of recovery in 2021 following the Coronavirus
pandemic, the performance of Tialis Essential IT declined further
during 2022, resulting in a GBP0.1 million unrealised loss . In
February 2023, the company announced that it had completed the
acquisition of three profitable partner contracts which are
expected to add around 50% to the revenues in 2023.
Unquoted investments
31 December
--------------------
2022 2021
Company Sector GBP'000 GBP'000
------------------- --------------- --------- ---------
Dacian US energy 10,145 7,959
Medhost Inc US technology 5,673 5,997
Elateral UK technology 599 817
ICU Eyewear US consumer 232 1,746
Tialis loan notes UK technology 82 107
Cresco US consumer 40 -
16,771 16,626
----------------------------------- --------- ---------
Co-investments managed by SFEP
The net losses on the unquoted portfolio arose as follows:
Year ended 31 December
--------------------------
2022 2021
Gains/(losses), net GBP'000 GBP'000
----------------------------------- ------------ ------------
Realised
Medhost 24 -
Northbridge - (5)
24 (5)
----------------------------------- ------------ ------------
Unrealised
Tialis loan notes (25) 35
Elateral (645) 21
Medhost (691) 235
YesTo - (74)
ICU Eyewear (1,778) (313)
Unrealised foreign currency gains 1,854 6
----------------------------------- ------------ ------------
(1,285) (90)
----------------------------------- ------------ ------------
Total net losses (1,261) (95)
----------------------------------- ------------ ------------
Valuations are sensitive to changes in the following two
inputs:
-- the operating performance of the individual businesses within the portfolio; and
-- changes in the revenue and profitability multiples and
transaction prices of comparable businesses, which are used in the
underlying calculations.
Comments on individual companies are set out below.
Medhost
Medhost is a co-investment with funds of Primus Capital. The
company operates in a mature market and continues to be profitable
and cash generative and is performing in line with budgets . The
Company relies on valuations provided by Primus Capital which
resulted in an unrealised loss of GBP0.7 million for 2022,
primarily as a result of changes in the public market comparators .
In June 2022, the Medhost's preference shares were redeemed
resulting in gross proceeds of $460,000.
Elateral
Elateral was, as noted above, impacted by events in Ukraine and
required additional investment for working capital and to invest in
a revenue growth strategy. In the last quarter of the year, the
company has won new revenue and is now trading at or around
breakeven. Whilst it is believed that there is scope to grow the
company and create value, until a longer period of sustained growth
can be demonstrated, a cautious view is taken on valuation.
ICU Eyewear
This business, managed by San Francisco Equity Partners Fund 3,
was in an exit process at year end and the valuation reflects the
indicated outcome of that process in at 31 December. The exit was
concluded during February 2023. LMS expects to receive its share of
the proceeds by way of a distribution from the fund in due course.
The proceeds are likely to be slightly, but not materially ahead of
the valuation. This is a disappointing result. The business
produced a windfall profit from the sale of PPE equipment during
the Covid pandemic, from which LMS received GBP1.5 million.
However, in its core business it has not been able successfully to
diversify its customer base - it is heavily dependent on one
customer with whom it has no long-term contract - and this poor
quality revenue stream, coupled with low profitability is reflected
in the poor outcome on exit.
Fund interests
31 December
--------------------
2022 2021
General partner Sector GBP'000 GBP'000
------------------------ -------------------------- --------- ---------
Brockton Capital Fund
1 UK real estate 6,036 5,635
Opus Capital Venture
Partners US venture capital 5,275 3,948
US micro-cap quoted
Weber Capital Partners stocks 2,046 2,644
EMAC ILF UK 341 733
Simmons UK 262 381
Eden Ventures UK venture capital 37 494
San Francisco Equity
Partners US consumer & technology - 55
Other interests - 36 39
------------------------ -------------------------- --------- ---------
14,033 13,929
--------------------------------------------------- --------- ---------
The net gains on the Company's fund portfolio for the year ended
31 December 2022 were as follows:
Year ended 31 December
--------------------------
2022 2021
Gains/(losses), net GBP'000 GBP'000
---------------------------------------- ------------ ------------
Realised
Other funds - -
---------------------------------------- ------------ ------------
- -
---------------------------------------- ------------ ------------
Unrealised
Opus Capital Venture Partners 755 398
Brockton Capital Fund I 458 1,528
Primus Capital Fund V (7) 5
San Francisco Equity Partners ("SFEP") (103) (389)
Simmons Parallel Energy (144) 53
EMAC Illyrian Land Fund II (419) (56)
Eden Ventures (457) 118
Weber Capital Partners Fund 1 (855) 801
Unrealised foreign currency gains 880 15
---------------------------------------- ------------ ------------
108 2,473
---------------------------------------- ------------ ------------
Total net gains 108 2,473
---------------------------------------- ------------ ------------
San Francisco Equity Partners
SFEP Fund 1 no longer has significant assets and holds a small
interest in ICU, which has been sold as explained above. The
general partner is in the process of winding the fund up.
Other fund interests
-- Brockton Capital Fund I - The Company's investment represents
its share (via the Brockton Fund) of preferred debt investments in
a Super Prime central London residential development. The
investment showed an increase in the valuation of GBP0.5 million
for 2022 due to unrealised gains from the unwinding of the discount
rate as the investment is valued on a discounted cash flow
basis;
-- Weber Capital - holds U.S. publicly traded micro-cap
securities and showed an unrealised loss of GBP0.9 million
reflecting a decrease in the underlying equity prices, partially
offset by GBP0.3 million in foreign exchange gains;
-- Opus Capital - a U.S. venture fund, showed an unrealised gain
of GBP0.8 million from valuation gains in its two main assets along
with unrealised foreign exchange gains of GBP0.6 million; and
-- Eden Ventures - Eden has now sold all of its assets and is in
the process of being wound up. The unrealised loss of GBP0.5
million reflects primarily the decrease in value on sale of the
last asset.
Costs
Running costs for the year were GBP1.7 million (2021: GBP1.8
million) and investment related costs being support costs for real
estate and co-investment activities, were GBP0.4 million (2021:
GBP0.3 million).
Taxation
The Group tax provision for the year, all of which arose in the
subsidiaries, is GBP0.4 million (2021: GBP0.1 million). This
includes GBP0.2 million of withholding tax on our foreign sourced
income.
Financial Resources and Commitments
At 31 December 2022 cash holdings, including cash in
subsidiaries, were GBP17.9 million (31 December 2021: GBP20.1
million) and neither the Company nor any of its subsidiaries had
any external debt in either 2022 or 2021.
At 31 December 2022, subsidiary companies had commitments of
GBP2.7 million (31 December 2021: GBP2.7 million) to meet
outstanding capital calls from fund interests.
LMS CAPITAL PLC
17 March 2023
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report
and the Financial Statements in accordance with UK adopted
international accounting standards and applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the Financial Statements in accordance with
UK adopted international accounting standards. Under company law
the Directors must not approve the Financial Statements unless they
are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for
that period.
In preparing these Financial Statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether they have been prepared in accordance with UK
adopted international accounting standards, subject to any material
departures disclosed and explained in the Financial Statements;
-- prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business; and
-- prepare a Directors' Report, a Strategic Report and
Directors' Remuneration Report which comply with the requirements
of the Companies Act 2006.
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 Financial Statements comply with the Companies Act 2006.
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 have
ensured that the Annual Report and Accounts, taken as a whole, are
fair, balanced, and understandable and provides the information
necessary for shareholders to assess the position and performance,
business model and strategy.
Website publication
The Directors are responsible for ensuring the annual report and
the Financial Statements are made available on a website. Financial
Statements are published on the Company's website in accordance
with legislation in the United Kingdom governing the preparation
and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity
of the Company's website is the responsibility of the Directors.
The Directors' responsibility also extends to the ongoing integrity
of the Financial Statements contained therein.
Directors' responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
-- The Financial Statements have been prepared in accordance
with the applicable set of accounting standards, give a true and
fair view of the assets, liabilities, financial position and profit
and loss of the Company.
-- The annual report includes a fair review of the development
and performance of the business and the financial position of the
Company, together with a description of the principal risks and
uncertainties that they face.
Company Income Statement
For the year ended 31 December 2022
Year ended 31 December
2022 2021
Notes GBP'000 GBP'000
------------
Net (loss)/gain on investments 2 (224) 3,837
Interest income 3 189 23
Other income 107 -
Total gain on investments 72 3,860
Operating expenses 4 (1,946) (1,988)
------------ ------------
(Loss)/profit before tax (1,874) 1,872
Taxation 7 - -
(Loss)/profit for the year (1,874) 1,872
Attributable to:
Equity shareholders (1,874) 1,872
------------ ------------
(Loss)/profit per ordinary share - basic 8 (2.3)p 2.3p
(Loss)/profit per ordinary share - diluted 8 (2.3)p 2.3p
------------ ------------
All activities of the Company are classed as continuing.
Company Statement of Other Comprehensive Income
For the year ended 31 December 2022
Year ended 31 December
2022 2021
GBP'000 GBP'000
------------ ------------
(Loss)/profit for the year (1,874) 1,872
------------ ------------
Total comprehensive (loss)/income for the year (1,874) 1,872
-------------------------------------------------- ------------ ------------
Attributable to:
Equity shareholders (1,874) 1,872
-------------------------------------------------- ------------ ------------
Company Statement of Financial Position
As at 31 December 2022
31 December
----------------------
2022 2021
Notes GBP'000 GBP'000
--------------------------------------- ------- ---------- ----------
Assets
Non-current assets
Right-of-use assets 18 70 97
Investments 10 68,207 68,461
Amounts receivable from subsidiaries 13 5,158 5,191
Total non-current assets 73,435 73,749
--------------------------------------- ------- ---------- ----------
Current assets
Operating and other receivables 11 71 51
Cash 12 14,542 14,518
--------------------------------------- ------- ---------- ----------
Total current assets 14,613 14,569
Total assets 88,048 88,318
--------------------------------------- ------- ---------- ----------
Liabilities
Current liabilities
Operating and other payables 14 (428) (394)
Amounts payable to subsidiaries 15 (41,032) (38,740)
Total current liabilities (41,460) (39,134)
---------- ----------
Non-current liabilities
Other long-term liabilities 14 (47) (75)
Total non-current liabilities (47) (75)
--------------------------------------- ------- ---------- ----------
Total liabilities (41,507) (39,209)
---------- ----------
Net assets 46,541 49,109
--------------------------------------- ------- ---------- ----------
Equity
Share capital 16 8,073 8,073
Share premium 508 508
Capital redemption reserve 24,949 24,949
Share-based equity 17 128 75
Retained earnings 12,883 15,504
--------------------------------------- ------- ---------- ----------
Total equity shareholders' funds 46,541 49,109
--------------------------------------- ------- ---------- ----------
Net asset value per ordinary share 24 57.65p 60.83p
--------------------------------------- ------- ---------- ----------
Company Statement of Changes in Equity
For the year ended 31 December 2022
Capital Share-
Share Share redemption based Retained Total
capital premium reserve equity earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- ------------ --------- ---------- ---------
Balance at 1 January
2021 8,073 508 24,949 34 14,359 47,923
Comprehensive income
for the year
Profit for the year - - - - 1,872 1,872
--------- --------- ------------ --------- ---------- ---------
Equity after total
comprehensive income
for the year 8,073 508 24,949 34 16,231 49,795
Contributions by and
distributions to shareholders
Share-based payments - - - 41 - 41
Dividends - - - - (727) (727)
--------- --------- ------------ --------- ---------- ---------
As at 31 December 2021 8,073 508 24,949 75 15,504 49,109
========= ========= ============ ========= ========== =========
Comprehensive income
for the year
Loss for the year - - - - (1,874) (1,874)
--------- --------- ------------ --------- ---------- ---------
Equity after total
comprehensive loss for
the year 8,073 508 24,949 75 13,630 47,235
Contributions by and
distributions to shareholders
Share-based payments - - - 53 - 53
Dividends - - - - (747) (747)
--------- --------- ------------ --------- ---------- ---------
As at 31 December 2022 8,073 508 24,949 128 12,883 46,541
========= ========= ============ ========= ========== =========
Company Cash Flow Statement
For the year ended 31 December 2022
Year ended 31 December
2022 2021
Notes GBP'000 GBP'000
Cash flows from operating activities
(Loss)/profit before tax (1,874) 1,872
Adjustments for non-cash income and expense:
Equity settled share-based payment 17 53 41
Depreciation on right-of-use assets 18 27 28
Interest expense on lease 18 6 8
Losses/(gains) on investments 2 224 (3,837)
Interest income 3 (189) (23)
Other Income (107) -
Adjustments to incentives plans 2 30 1
Exchange gains on cash balances (71) (4)
(1,901) (1,914)
Change in operating assets and liabilities
Decrease in operating and other receivables 16 16
Decrease/(increase) in operating and other payables 34 (23)
Decrease in amounts receivable from subsidiaries 33 119
Increase/(decrease) in amounts payable to subsidiaries 2,292 (7)
------------ ------------
Net cash from/(used in) operating activities 474 (1,809)
--------------------------------------------------------- ------------- ------------ ------------
Cash flows from investing activities
Interest received 3 152 23
Other income received 107 -
Proceeds from redemption of convertible debt 10 - 750
Investment in subsidiaries - (75)
------------ ------------
Net cash from investing activities 259 698
--------------------------------------------------------- ------------- ------------ ------------
Cash flows from financing activities
Dividends paid 9 (747) (727)
Repayment of principal lease liabilities 18 (27) (25)
Repayment of lease interest 18 (6) (8)
--------------------------------------------------------- ------------- ------------ ------------
Net cash used in financing activities (780) (760)
--------------------------------------------------------- ------------- ------------ ------------
Net decrease in cash (47) (1,871)
Exchange gains on cash balances 71 4
Cash at the beginning of the year 12 14,518 16,385
------------ ------------
Cash at the end of the year 14,542 14,518
--------------------------------------------------------- ------------- ------------ ------------
Notes to the Financial Statements
1. Principal accounting policies
Reporting entity
LMS Capital plc ("the Company") is domiciled in the United
Kingdom. These Financial Statements are presented in pounds
sterling because that is the currency of the principal economic
environment of the Company's operations.
The Company was formed on 17 March 2006 and commenced operations
on 9 June 2006 when it received the demerged investment division of
London Merchant Securities plc.
The financial information for the year ended 31 December 2022
and the year ended 31 December 2021 does not constitute the
Company's statutory accounts for those years. Statutory accounts
for the year ended 31 December 2021 have been delivered to the
Registrar of Companies. The statutory accounts for the year ended
31 December 2022 will be delivered to the Registrar of Companies
following the Company's Annual General Meeting.
The auditors' reports on the accounts for 31 December 2022 and
31 December 2021 were unqualified, did not draw attention to any
matters by way of emphasis, and did not contain a statement under
498(2) or 498(3) of the Companies Act 2006.
Basis of preparation
These Financial Statements for the year ended 31 December 2022
have been prepared in accordance with UK adopted International
Accounting Standards.
LMS Capital plc adopted an amendment to IFRS 10 with effect from
11 January 2016, which exempts investment entities from presenting
consolidated financial statements. As a result, the Company is not
required to produce consolidated accounts and only presents the
results of the Company.
The Financial Statements have been prepared on the historical
cost basis except for investments which are measured at fair value,
with changes in fair value recognised in the Income Statement.
The Company's business activities and financial position are set
out in the Strategic Report on pages 10 to 22 and in the Portfolio
Management Review on pages 23 to 29. In addition, note 19 to the
financial information includes a summary of the Company's financial
risk management processes, details of its financial instruments and
its exposure to credit risk and liquidity risk. Taking account of
the financial resources available to it, the Directors believe that
the Company is well placed to manage its business risks
successfully. After making enquiries, the Directors have a
reasonable expectation that the Company has adequate resources for
the foreseeable future.
The Financial Statements are prepared on a going concern basis
and the Directors considered this and concluded that the use of the
going concern basis continued to be appropriate. The Company's
business activities, together with the factors likely to affect its
future development, performance and financial position, are set out
in the Strategic Report on pages 10 to 22 and the Portfolio
Management Review on pages 23 to 29. The Directors have carried out
a robust assessment of the emerging and principal risks and
concluded that they have a reasonable expectation that the Company
will continue in operation and meet its liabilities as they fall
due over a three-year period from the date of this report. This
assessment included reviewing the liquidity forecasts of the
Company that include the flexibility in the dividend policy and
lack of any external debt, the significant cash balances on hand at
31 December 2022, the expected future expenditures and commitments
and the latest report on the investment portfolio. In preparing
this liquidity forecast, consideration has been given to the
expected ongoing impact of the war in Ukraine on the Company and
the wider Group as well as the potential impact on the underlying
investee companies. The Directors have considered these factors for
a period not less than 12 months from the date of this report.
New and revised accounting standards and amendments effective
for the current period
New and revised accounting standards and amendments that are
effective for annual periods beginning 1 January 2022 which have
been adopted for the first time by the Company:
-- Annual Improvements 2018 - 2020: Amendments to IFRS 9 - Financial instruments
-- Annual Improvements 2018 - 2020: Amendments to IFRS 16 - Leases
The adoption of the standards and amendments listed above did
not have any impact on the amounts recognised in prior periods and
are not expected to significantly affect the current or future
periods.
These have been endorsed by the EU / adopted by the UK.
There are no other standards, amendments to standards or
interpretations that are effective for annual periods beginning on
1 January 2022 that have had a material effect on the Company's
Financial Statements.
New accounting standards, amendments and interpretations not yet
effective, and which have not been early adopted
Other standards and amendments that are effective for subsequent
reporting periods beginning on or after 1 January 2023 and have not
been early adopted by the Company include:
-- Amendments to IAS 1 - Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current (Amendments
to IAS 1) (effective 1 January 2023).
-- Amendments to IAS 1 - Presentation of Financial Statements
and IFRS Practice Statement 2: Disclosure of Accounting policies
(effective 1 January 2023).
-- Amendments to IAS 8 - Accounting policies, Changes in
Accounting Estimates and Errors: Definition of Accounting Estimates
(effective 1 January 2023).
-- Amendments to IAS 12 - Income Taxes: Deferred Tax related to
Assets and Liabilities arising from a Single Transaction (effective
1 January 2023).
-- Amendments to IFRS 16 - Leases: Lease Liability in a Sale and
Leaseback (effective 1 January 2024).
These standards and amendments are not expected to have a
significant impact on the Financial Statements in the period of
initial application and therefore detailed disclosures have not
been provided.
Amendment to IFRS 16 - Leases
IFRS 16 - Leases was issued in January 2016 and provides a
single lessee accounting model, requiring lessees to recognise
assets and liabilities for all leases unless the lease term is 12
months or less or the underlying asset has a low value.
The amendments are effective for annual reporting periods
beginning on or after 1 January 2024. Earlier application is
permitted. If a seller-lessee applies the amendments for an earlier
period, it is required to disclose that fact.
A seller-lessee applies the amendments retrospectively in
accordance with IAS 8 to sale and leaseback transactions entered
into after the date of initial application, which is defined as the
beginning of the annual reporting period in which the entity first
applied IFRS 16. A rent concession granted after the reporting
period is a non-adjusting event, as defined in IAS 10 - Events
after the Reporting Period, which is subject to disclosure in the
Financial Statements for the current reporting period, if
material.
In June 2020, the Company entered into lease agreement with The
Rayne Foundation. The interest rate used by the Company is based on
the incremental borrowing rate of 6.5%.
IFRS 2 - Share-based payment
IFRS 2 - Share-based payment requires an entity to recognise
equity-settled share-based payments measured at fair value at the
date of grant. The fair value determined at the grant date of the
equity-settled share-based payments is expensed over the vesting
period, together with a corresponding increase in other capital
reserves, based upon the Company's estimate of the shares that will
eventually vest, which involves making assumptions about any
performance and service conditions over the vesting period.
Non-vesting conditions and market vesting conditions are factored
into the fair value of the options granted. The vesting period is
determined by the period of time the relevant participant must
remain in the Company's employment before the rights to the shares
transfer unconditionally to them. The total expense is recognised
over the vesting period, which is the period over which all the
specified vesting conditions are to be satisfied. At the end of
each period, the Company revises its estimates on the number of
awards it expects to vest based on the service conditions.
Any awards granted are to be settled by the issuance of equity
are deemed to be equity settled share-based payments, accounted for
in accordance with IFRS 2 - Share-based payment.
Where the terms of an equity-settled transaction are modified,
as a minimum, an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any increase in
the value of the transaction as a result of the modification, as
measured at the date of modification.
Where an equity-settled transaction is cancelled, it is treated
as if it had vested on the date of the cancellation, and any
expense not yet recognised for the transaction is recognised
immediately. However, if a new transaction is substituted for the
cancelled transaction and designated as a replacement transaction
on the date that it is granted, the cancelled and new transactions
are treated as if they were a modification of the original
transaction, as described in the previous paragraph.
Accounting for subsidiaries
The Directors have concluded that the Company has all the
elements of control as prescribed by IFRS 10 - Consolidated
Financial Statements in relation to all its subsidiaries and that
the Company continues to satisfy the three essential criteria to be
regarded as an investment entity as defined in IFRS 10, IFRS 12 -
Disclosure of lnterests in Other Entities and IAS 27 - Separate
Financial Statements. The three essential criteria are such that
the entity must:
-- obtain funds from one or more investors for the purpose of
providing these investors with professional investment management
services;
-- commit to its investors that its business purpose is to
invest its funds solely for returns from capital appreciation,
investment income or both; and
-- measure and evaluate the performance of substantially all of
its investments on a fair value basis.
In satisfying the second essential criteria, the notion of an
investment time frame is critical. An investment entity should not
hold its investments indefinitely but should have an exit strategy
for their realisation. Although the Company has invested in equity
interests that have an indefinite life, it invests typically for a
period of up to 10 years. In some cases, the period may be longer,
depending on the circumstances of the investment, however,
investments are not made with intention of indefinite hold. This is
a common approach in the private equity industry.
Subsidiaries are therefore measured at fair value through profit
or loss, in accordance with IFRS 13 - Fair Value Measurement and
IFRS 9 - Financial instruments.
The Company's subsidiaries, which are wholly - owned and over
which it exercises control, are listed in note 23.
Use of estimates and judgements
T he preparation of the Financial Statements require management
to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets and liabilities, income and expense. Actual results may
differ from these estimates. Estimates and underlying assumptions
are reviewed on an ongoing basis; revisions to accounting estimates
are recognised in the period in which the estimates are revised and
in any future periods affected.
The areas involving significant judgements are:
-- valuation technique selected in estimating fair value of unquoted investments -
note 10;
-- valuation technique selected in estimating fair value of investments held in funds -
note 10; and
-- recognition of deferred tax asset for carried forward tax losses - note 7 .
Use of estimates and judgements
The areas involving significant estimates are:
-- estimated inputs used in calculating fair value of unquoted investments - note 10; and
-- estimated inputs used in calculating fair value of investments held in funds - note 10.
Estimates and judgements are continually evaluated. They are
based on historical experience and other factors, including
expectations of future events that may have financial impact on the
entity and that are believed to be reasonable under the
circumstances.
Investments in subsidiaries
The Company's investments in subsidiaries are stated at fair
value which is considered to be the carrying value of the net
assets of each subsidiary. On disposal of such investments, the
difference between net disposal proceeds and the corresponding
carrying amount is recognised in the Income Statement.
Valuation of investments
The Company and its subsidiaries manage their investments with a
view to profit from the receipt of dividends, interest income and
increase in fair value of equity investments which can be realised
on sale. Therefore, all quoted, unquoted and managed fund
investments are designated at fair value through profit or loss
which can be realised on sale and carried in the Statement of
Financial Position at fair value.
Fair values have been determined in accordance with the
International Private Equity and Venture Capital Valuation ("IPEV")
Guidelines. These guidelines require the valuer to make judgments
as to the most appropriate valuation method to be used and the
results of the valuations.
Each investment is reviewed individually with regard to the
stage, nature and circumstances of the investment and the most
appropriate valuation method selected. The valuation results are
then reviewed and any amendment to the carrying value of
investments is made as considered appropriate.
Quoted investments
Quoted investments for which an active market exists are valued
at the bid price at the reporting date.
Unquoted direct investments
Unquoted direct investments for which there is no active market
are valued using the most appropriate valuation technique with
regard to the stage and nature of the investment. Valuation methods
that may be used include:
-- investments in an established business are valued using
revenue or earnings multiples depending on the stage of development
of the business and the extent to which it is generating
sustainable revenue or earnings;
-- investments in an established business which is generating
sustainable revenue or earnings but for which other valuation
methods are not appropriate are valued by calculating the
discounted cash flow of future revenue or earnings;
-- investments in debt instruments or loan notes are determined
on a standalone basis, with the initial investment recorded at the
price of the transaction and subsequent adjustments to the
valuation are considered for changes in credit risk or market
rates;
-- convertible instruments are valued by disaggregating the
convertible feature from the debt instrument and valuing it using a
Black-Scholes model; and
-- the Company has adopted the IPEV guidelines issued in December 2022 .
Funds
Investments in managed funds are valued at fair value. The
general partners of the funds will provide periodic valuations on a
fair value basis, the latest available of which the Company will
adopt provided it is satisfied that the valuation methods used by
the funds are not materially different from the Company's valuation
methods. Adjustments will be made to the fund valuation where the
Company believes there is evidence available for an alternative
valuation.
Carried interest
The Company historically offered its executives, including Board
executives, the opportunity to participate in the returns from
successful investments. A variety of incentive and carried interest
arrangements were put in place during the years up to and including
2011. No new schemes have been introduced since. As is commonplace
in the private equity industry, executives may, in certain
circumstances, retain their entitlement under such schemes after
they have left the employment of the Company. The liability under
such incentive schemes is accrued if its performance conditions,
measured at the reporting date, would be achieved if the remaining
assets in that scheme were realised at their fair value at the
reporting date. An accrual is made equal to the amount which the
Company would have to pay to any remaining scheme participants from
a realisation of the reported value at the reporting date.
Foreign currencies
Transactions in foreign currencies are recorded at the rate of
exchange at the date of transaction. Monetary assets and monetary
liabilities denominated in foreign currencies at the reporting date
are reported at the rates of exchange prevailing at that date and
exchange differences are included in the Income Statement.
Right-of-use assets
Right-of-use assets are initially measured at the amount of the
lease liability. Subsequent to initial measurement, lease
liabilities increase as a result of interest charged at a constant
rate on the balance outstanding and are reduced for lease payments
made. Right-of-use assets are amortised on a straight-line basis
over the remaining term of the lease.
Intercompany receivables
The Company measured intercompany receivables and other
receivables at fair value less any expected credit losses. Expected
credit losses are measured through a loss allowance at an amount
equal to:
-- the 12-month expected credit losses (expected credit losses
from possible default events within 12 months after the reporting
date); or
-- full lifetime expected credit losses (expected credit losses
from all possible default events over the life of the financial
instrument).
A loss allowance for full lifetime expected credit losses is
required for intercompany receivables and other receivables if the
credit risk has increased significantly since initial
recognition.
Impairment losses on financial assets carried at amortised cost
are reversed in subsequent periods if the expected credit losses
decrease.
Financial assets held at amortised cost
The Company recognises trade receivables as financial assets
classified at amortised cost. These are recognised initially at
fair value. Subsequent to initial recognition, these are measured
at amortised cost, less any expected credit losses.
Expected credit losses for these financial assets are measured
using the simplified approach to the credit loss model. Under the
simplified credit loss model approach, a provision is recognised
based on the expectation of default rates over the full lifetime of
the financial assets without the need to identify significant
increases on credit risk on these assets.
Cash
Cash, for the purpose of the cash flow statement, comprises cash
in hand only.
Financial liabilities
The Company's financial liabilities include operating and other
payables. These are initially recognised at fair value. Subsequent
measurement is at amortised cost using the effective interest
method.
Dividend payable
Dividend distribution to the shareholders is recognised as a
liability in Financial Statements when approved at an annual
general meeting by the shareholders. Interim dividend approved
during the year is recorded upon payment.
Income
Gains and losses on investments
Realised and unrealised gains and losses on investments are
recognised in the Income Statement in the period in which they
arise.
Interest income
Interest income is recognised as it accrues using the effective
interest method.
Dividend income
Dividend income is recognised on the date the Company's right to
receive payment is established.
Expenditure
Income tax expense
Income tax expense comprises current and deferred tax. Income
tax expense is recognised in the Income Statement except to the
extent that it relates to items recognised in other comprehensive
income or directly in equity.
Current tax is the expected tax payable on the taxable income
for the year, using tax rates enacted or substantively enacted at
the reporting date, and any adjustment to tax payable in respect of
previous years.
Deferred tax is recognised using the balance sheet liability
approach, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. Deferred tax is
measured at the tax rates that are expected to be applied to the
temporary differences when they reverse, based on the laws that
have been enacted or substantively enacted by the reporting date. A
deferred tax asset is recognised to the extent that it is probable
that future taxable profits will be available against which
temporary differences can be utilised. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that
it is no longer probable that the related tax benefit will be
realised.
Additional income taxes that arise from the distribution of
dividends are recognised at the same time as the liability to pay
the related dividend is recognised.
2. Net gains/ losses on investments
Gains and losses on investments were as follows:
Year ended 31 December
------------------------------------------------------------------------
2022 2021
---------------------------------- ---------- ------------ --------- ---------- ------------ -----------
Investment portfolio of the
Company Realised Unrealised Total Realised Unrealised Total
Asset type GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- ---------- ------------ --------- ---------- ------------ -----------
Unquoted - - - (5) - (5)
- - - (5) - (5)
---------------------------------- ---------- ------------ --------- ---------- ------------ -----------
Credit for incentive plans 30 1
--------- -----------
30 (4)
--------- -----------
Investment portfolio of
subsidiaries
Asset type
----------------------------------
Quoted (1) (220) (221) - 186 186
Unquoted 24 (1,285) (1,261) - (90) (90)
Funds - 108 108 - 2,473 2,473
---------------------------------- ---------- ------------ --------- ---------- ------------ -----------
23 (1,397) (1,374) - 2,569 2,569
---------------------------------- ---------- ------------ --------- ---------- ------------ -----------
Total 23 (1,397) (1,344) (5) 2,569 2,565
---------------------------------- ---------- ------------ --------- ---------- ------------ -----------
Credit/(charge) for incentive
plans 39 (10)
--------- -----------
(1,305) 2,555
Operating and similar income of
subsidiaries* 1,081 1,282
(224) 3,837
---------------------------------- ---------- ------------ --------- ---------- ------------ -----------
*Includes operating and legal costs and taxation charges of
subsidiaries.
The Company operates carried interest arrangements in line with
normal practice in the private equity industry. The credit for
incentive plans for the Company is GBP30,000 (2021: GBP1,000) and
other incentives relating to historic arrangements. The charge for
subsidiaries is included in the net gains/ losses on investments in
the Income Statement.
3. Interest income
Interest income comprises of interest earned on bank deposits
and on loan investments.
4. Operating expenses
Operating expenses comprise administrative expenses and include
the following:
Year ended 31 December
--------------------------
2022 2021
GBP'000 GBP'000
---------------------------------------------- ------------ ------------
Directors' remuneration (note 5) 726 716
Staff expenses (note 6) 462 309
Depreciation on right-of-use assets 27 28
Other administrative expenses 670 752
Foreign currency exchange differences (24) 130
Auditor's remuneration
Fees to Company auditor 85 53
- parent company 67 35
- interim review for LMS Capital plc 18 18
1,946 1,988
---------------------------------------------- ------------ ------------
The audit fee comprises of GBP67,200 (2021: GBP34,500) for LMS
Capital plc, GBP18,250 (2021: GBP18,250) for the interim review.
Audit fees for the subsidiaries of GBP103,700 (2021: GBP72,500)
were directly charged to subsidiaries.
5. Directors' Remuneration
Year ended 31 December
--------------------------
2022 2021
GBP'000 GBP'000
-------------------------------------------------- ------------ ------------
Directors' remuneration 584 570
Directors' social security contributions 77 92
Directors' other benefits 65 54
726 716
-------------------------------------------------- ------------ ------------
The highest paid Director was Nicholas Friedlos
(2021 - Nicholas Friedlos) 367 349
--------------------------------------------------- ------------ ------------
The average number of Directors was as follows:
31 December 2022 31 December 2021
------------------------- -------------------------------
Male Female Total Male Female Total
------------------------------ ------ -------- ------- ------ ---------- -----------
Average number of Directors 5 - 5 5 - 5
------------------------------ ------ -------- ------- ------ ---------- -----------
5 - 5 5 - 5
------------------------------ ------ -------- ------- ------ ---------- -----------
6. Staff Expenses
Year ended 31 December
--------------------------
2022 2021
GBP'000 GBP'000
------------------------------------------- ------------ ------------
Wages and salaries 378 253
Employers' social security contributions 54 30
Employers' other benefits 30 26
-------------------------------------------- ------------ ------------
462 309
------------------------------------------- ------------ ------------
Staff benefits includes pension and health insurance. These
benefits are recognised as expenses on an accrual basis as they are
incurred.
The average number of staff was as follows:
2022 2021
Average number of staff 4 5
-------------------------- ------ ------
4 5
-------------------------- ------ ------
7. Taxation
Year ended 31 December
--------------------------
2022 2021
GBP'000 GBP'000
-------------------------------------------------------------------------- ------------ ------------
Current tax expense
Current year - -
-------------------------------------------------------------------------- ------------ ------------
Total tax expense - -
-------------------------------------------------------------------------- ------------ ------------
Reconciliation of tax expense Year ended 31 December
--------------------------
2022 2021
GBP'000 GBP'000
-------------------------------------------------------------------------- ------------ ------------
(Loss)/profit before tax (1,874) 1,872
--------------------------------------------------------------------------- ------------ ------------
Corporation tax using the Company's domestic tax rate - 19% (2021: 19%) (356) 356
Fair value adjustments not currently taxed 261 (486)
Non-deductible income (214) (214)
Difference between taxable and accounting profit on disposal - 29
Capital allowances (3) (3)
Company relief 476 406
Deferred tax asset not recognised 85 155
Group relief received (249) (243)
Total tax expense - -
--------------------------------------------------------------------------- ------------ ------------
As at year end, there are cumulative potential deferred tax
assets of GBP2.377 million (2021: GBP2.205 million) in relation to
the Company's cumulative tax losses of GBP9.510 million (2021:
GBP8.819 million). It is uncertain when the Company will generate
sufficient taxable profits in the future to utilise these amounts
and therefore no deferred tax asset has been recognised in the
current or prior year.
8. (Loss)/profit per ordinary share
The calculation of the basic and diluted earnings per share, in
accordance with IAS 33, is based on the following data:
Year ended 31 December
---------------------------
2022 2021
GBP'000 GBP'000
----------------------------------------------------------------------- ------------ -------------
(Loss)/profit
(Loss)/profit for the purposes of (loss)/profit per share
being net (loss)/profit attributable to equity holders of the parent (1,874) 1,872
----------------------------------------------------------------------- ------------ -------------
Number Number
------------ -------------
Number of shares
Weighted average number of ordinary shares for the
purposes of basic (loss)/profit per share 80,727,450 80,727,450
----------------------------------------------------------------------- ------------ -------------
(Loss)/profit per share Pence Pence
----------------------------------------------------------------------- ------------ -------------
Basic (2.3) 2.3
Diluted (2.3) 2.3
----------------------------------------------------------------------- ------------ -------------
The Company share awards issued will be dilutive if and when
vested.
9. Dividends paid
Dividends declared during the year ending 31 December 2022 are
as follows.
Dividend
Dividend per share
Dividend date Payment Date GBP'000 pence
Final dividend payment for 2020 21 May 2021 14 June 2021 484 0.6000
Interim dividend payment for 2021 13 August 2021 03 September 2021 243 0.3000
------------------------------------ ----------------- -------------------- ---------- ------------
Total as at 31 December 2021 727 0.9000
----------------------------------------------------------------------------- ---------- ------------
Final dividend payment for 2021 27 May 2022 23 June 2022 505 0.6250
Interim dividend payment for 2022 12 August 2022 12 September 2022 242 0.3000
------------------------------------ ----------------- -------------------- ----- --------
Total as at 31 December 2022 747 0.9250
----------------------------------------------------------------------------- ----- --------
A final dividend of 0.625p per share is recommended by the Board
and, subject to approval by shareholders at the AGM on 17 May 2023,
will be paid out in early June 2023.
10. Investments
The Company's investments comprised the following:
Year ended 31 December
--------------------------
2022 2021
GBP'000 GBP'000
--------------------------------------- ------------ ------------
Total investments 68,207 68,461
--------------------------------------- ------------ ------------
These comprise:
Investment portfolio of subsidiaries 30,964 30,938
Other net assets of subsidiaries 37,243 37,523
--------------------------------------- ------------ ------------
68,207 68,461
--------------------------------------- ------------ ------------
The carrying amounts of the subsidiaries' investment portfolios
were as follows:
Year ended 31 December
--------------------------
2022 2021
Investment portfolio of subsidiaries
Asset type GBP'000 GBP'000
--------------------------------------- ------------ ------------
Quoted 160 383
Unquoted 16,771 16,626
Funds 14,033 13,929
--------------------------------------- ------------ ------------
30,964 30,938
Other net assets of subsidiaries 37,243 37,523
--------------------------------------- ------------ ------------
68,207 68,461
--------------------------------------- ------------ ------------
The movements in the investment portfolio were as follows:
Quoted Unquoted
securities securities Funds Total
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- ------------ ------------ --------- ---------
Balance at 1 January 2021 197 10,138 11,858 22,193
Purchases - 8,394 - 8,394
Proceeds from disposal - (750) - (750)
Distributions from partnerships - (1,586) (445) (2,031)
Contribution to partnerships - 115 43 158
Fair value adjustments 186 (95) 2,473 2,564
Reclassification of withholding tax* - 410 - 410
------------ ------------ --------- ---------
Balance at 31 December 2021 383 16,626 13,929 30,938
--------------------------------------- ------------ ------------ --------- ---------
*As at 31 December 2020, unquoted securities investment fair
value included a provision for withholding tax on distributions.
This distribution was received in the first quarter of 2021 and the
remaining estimated withholding tax liability of GBP0.4 million was
reclassified to current liabilities as at 31 December 2021.
Quoted Unquoted
securities securities Funds Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- ------------ ------------ --------- ---------
Balance at 1 January 2022 383 16,626 13,929 30,938
Accrued interest - 1,274 - 1,274
Purchases - 427 - 427
Proceeds from disposal (2) - - (2)
Distributions from partnerships - (375) (56) (431)
Contribution to partnerships - 80 52 132
Fair value adjustments (221) (1,261) 108 (1,374)
Balance at 31 December 2022 160 16,771 14,033 30,964
---------------------------------- ------------ ------------ --------- ---------
The following table analyses investments carried at fair value
at the end of the year, by the level in the fair value hierarchy
into which the fair value measurement is categorised. The different
levels have been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for
identical assets;
Level 2: inputs other than quoted prices included within level 1
that are observable for the asset, either directly (i.e., as
prices) or indirectly (i.e., derived from prices); and
Level 3: inputs for the asset that are not based on observable
market data (unobservable inputs such as trading comparables and
liquidity discounts).
Fair value measurements are based on observable and unobservable
inputs. Observable inputs reflect market data obtained from
independent sources, while unobservable inputs reflect the
Company's view of market assumptions in the absence of observable
market information (see note 19 - Financial risk management).
The Company's investments are analysed as follows:
31 December
--------------------
2022 2021
GBP'000 GBP'000
---------- --------- ---------
Level 1 - -
Level 2 - -
Level 3 68,207 68,461
------------ --------- ---------
68,207 68,461
---------- --------- ---------
Level 3 includes:
31 December
--------------------
2022 2021
GBP'000 GBP'000
--------------------------------------- --------- ---------
Investment portfolio of subsidiaries 30,964 30,938
Other net assets of subsidiaries 37,243 37,523
----------------------------------------- --------- ---------
68,207 68,461
--------------------------------------- --------- ---------
Investment portfolio of subsidiaries includes quoted investments
of GBP160,000 (2021: GBP383,000).
There were no transfers between levels during the year ending 31
December 2022.
11. Operating and other receivables
31 December
--------------------
2022 2021
GBP'000 GBP'000
------------------------------------ --------- ---------
Other receivables and prepayments 71 51
--------- ---------
71 51
------------------------------------ --------- ---------
12. Cash
31 December
--------------------
2022 2021
GBP'000 GBP'000
------------------ --------- ---------
Bank balances 201 351
Demand deposits 14,341 14,167
-------------------- --------- ---------
14,542 14,518
------------------ --------- ---------
At 31 December 2022, the total Group's cash balance is GBP17.906
million (2021: GBP20.113 million) which includes cash held in
subsidiaries of GBP3.364 million (2021: GBP5.595 million).
13. Amounts receivable from subsidiaries
31 December
--------------------
2022 2021
GBP'000 GBP'000
--------- ---------
Amounts receivable from subsidiaries 5,158 5,191
--------- ---------
5,158 5,191
--------------------------------------- --------- ---------
Amounts receivable from subsidiaries are intercompany loans
repayable on demand and are interest free.
14. Operating and other payables
31 December
--------------------
2022 2021
GBP'000 GBP'000
Carried interest provision 9 35
Trade payables 41 43
Other non-trade payables and accrued expenses 378 316
-------------------------------------------------- --------- ---------
428 394
Other long-term lease liabilities 47 75
-------------------------------------------------- --------- ---------
475 469
------------------------------------------------ --------- ---------
The Company operates carried interest arrangements in line with
normal practice in the private equity industry, calculated on the
assumption that the investment portfolio is realised at its year
end carrying amount. As at 31 December 2022, GBP9,000 (2021:
GBP35,000) has been accrued for in the Company and GBP419,000
(2021: GBP438,000) has been accrued for in the subsidiaries.
Carried interest accrued for in the subsidiaries is included in the
amounts owing to subsidiaries on the Statement of Financial
Position.
As at 31 December 2022, other non-trade payables and accrued
expenses of 378,000 (2021: 316,000) includes current lease
liability of 28,000 (2021: 26,000).
15. Amounts payable to subsidiaries
31 December
--------------------
2022 2021
GBP'000 GBP'000
--------- ---------
Amounts payable to subsidiaries 41,032 38,740
--------- ---------
41,032 38,740
---------------------------------- --------- ---------
Amounts payable to subsidiaries are intercompany loans repayable
on demand and are interest free.
16. Capital and reserves
Share capital
2022 2022 2021 2021
Ordinary shares Number GBP'000 Number GBP'000
------------ --------- --------------- ---------
Balance at the beginning of the year 80,727,450 8,073 80,727,450 8,073
--------------- ---------
Balance at the end of the year 80,727,450 8,073 80,727,450 8,073
--------------------------------------- ------------ --------- --------------- ---------
The Company's ordinary shares have a nominal value of 10p per
share and all shares in issue are fully paid up.
The holders of ordinary shares are entitled to receive dividends
as declared from time to time and are entitled to one vote per
share at meetings of the Company.
Share premium account
The Company's share premium account arose on the exercise of
share options in prior years.
Capital redemption reserve
The capital redemption reserve comprises the nominal value of
shares purchased by the Company out of its own profits and
cancelled.
17. Share awards
In 2020, the Company established a long-term incentive plan for
the employees of the Company. The plan grants the Board the
authority to allot up to 1,000 VCP units with both performance and
service conditions attached. The VCP units can only be awarded at
the end of the five-year vesting period, 30 June 2025, if certain
minimum performance conditions are met. These minimum performance
conditions include two performance targets over the measurement
period, including a minimum hurdle rate such that the annualised
TSR over the measurement period must be not less than 8% and a
minimum share price of 52.8p. If the minimum performance targets
are met, the amount that the plan participants will receive will
depend on the TSR performance of the Company achieved over the
five-year vesting period. The Board retains the right to settle
these awards in either shares or cash. As the Company does not have
a present obligation to settle in cash, the awards are all
recognised as equity settled share awards.
The first share awards were granted in 2020 with respect to the
performance year ended 31 December 2020. There were no share awards
granted for the year ending 31 December 2022 (2021: Nil).
Grant date Type of award Number of Fair value/ Vesting conditions Final vesting date
shares share
awarded
-------------- --------------- -------------- ------------- ------------------------------ ----------------------
30 June 2020 Shares 500 GBP418.44 Awards vest quarterly over 30 June 2025
five years provided the
employee is still in service
of the Company.
17 November Shares 125 GBP393.63 Awards vest quarterly over 30 June 2025
2020 five years provided the
employee is still in service
of the Company.
-------------- --------------- -------------- ------------- ------------------------------ ----------------------
The fair value of the option granted in 2020 has been estimated
using the Monte Carlo simulation. The principal assumption used in
the calculation were as follows:
2020
---------------------------------- -----------
Share price at 30 June 2020 GBP 0.328
Share price at 17 November 2020 GBP 0.299
Exercise price -
Expected life 5 years
Weighted average risk-free rate (0.04%)
Dividend yield 2.0%
----------------------------------- -------------
Number of awards Weighted average fair value per award
---------------------------------- ---------------------- -----------------------------------------
Outstanding at 1 January 2021 625 GBP413.48
Granted - -
Outstanding at 31 December 2021 625 GBP413.48
---------------------------------- ------ ------------ ---------------------------------------
Granted - -
Outstanding at 31 December 2022 625 GBP413.48
---------------------------------- ------ ------------ ---------------------------------------
18. Leases
Lease commitments
The Company leases rental office and information with regards to
this lease is outlined below:
Rental lease asset GBP'000
---------------------------------------------------------- ---------
Leased asset recognised under IFRS 16 at 1 January 2021 125
Depreciation for the year (28)
---------------------------------------------------------- ---------
Balance at 31 December 2021 97
Depreciation for the year (27)
---------------------------------------------------------- ---------
Balance as at 31 December 2022 70
---------------------------------------------------------- ---------
Rental lease liability GBP'000
---------------------------------------------------------- ---------
Leased asset recognised under IFRS 16 at 1 January 2021 127
Unwinding of the discount on lease liability 8
Payments for lease (33)
---------------------------------------------------------- ---------
Balance at 31 December 2021 102
Unwinding of the discount on lease liability 6
Payments for lease (33)
---------------------------------------------------------- ---------
Balance as at 31 December 2022 75
---------------------------------------------------------- ---------
19. Financial risk management
Financial instruments by category
The following tables analyse the Company's financial assets and
financial liabilities in accordance with the categories of
financial instruments in IFRS 9. Assets and liabilities outside the
scope of IFRS 9 are not included in the table below:
31 December
2022 2021
------------------------------------- -------------------------------------
Fair Fair
Value Value
through Measured at through Measured at
profit or amortised profit or amortised
loss cost Total loss cost Total
Financial assets GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- ----------- ------------- --------- ----------- ------------- ---------
Investments 68,207 - 68,207 68,461 - 68,461
Amounts receivable from
subsidiaries - 5,158 5,158 - 5,191 5,191
Operating and other receivables - 60 60 - 41 41
Cash - 14,542 14,542 - 14,518 14,518
---------------------------------- ----------- ------------- ---------
Total 68,207 19,760 87,967 68,461 19,750 88,211
---------------------------------- ----------- ------------- --------- ----------- ------------- ---------
31 December
2022 2021
----------------------------------- -----------------------------------
Fair Fair
Value Measured Value Measured
through at through at
profit or amortised profit or amortised
loss cost Total loss cost Total
Financial liabilities GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- ----------- ----------- --------- ----------- ----------- ---------
Operating and other payables - 400 400 - 367 367
Amounts payable to subsidiaries - 41,032 41,032 - 38,740 38,740
Lease liabilities - 75 75 - 102 102
---------------------------------- ----------- ----------- --------- ----------- ----------- ---------
Total - 41,507 41,507 - 39,209 39,209
---------------------------------- ----------- ----------- --------- ----------- ----------- ---------
Intercompany payables to subsidiaries are all repayable on
demand thus there are no discounted contractual cash flows to
present.
The Company has exposure to the following risks from its use of
financial instruments:
-- credit risk;
-- liquidity risk; and
-- market risk.
This note presents information about the Company's exposure to
each of the above risks, its policies for measuring and managing
risk, and its management of capital.
Credit risk
Credit risk is the risk of the financial loss to the Company if
a counterparty to a financial instrument fails to meet its
contractual obligations and arises principally from the Company's
receivables and its cash.
31 December
--------------------
2022 2021
GBP'000 GBP'000
--------------------------------------- --------- ---------
Amounts receivable from subsidiaries 5,158 5,191
Operating and other receivables 60 41
Cash 14,542 14,518
19,760 19,750
--------------------------------------- --------- ---------
The Company limits its credit risk exposure by only depositing
funds with highly rated institutions. Cash holdings at 31 December
2022 and 2021 were held in institutions currently rated A or better
by Standard and Poor. Given these ratings, the Company does not
expect any counterparty to fail to meet its obligations and
therefore, no allowance for impairment is made for bank
deposits.
The loss allowance as at 31 December 2022 and 31 December 2021
was determined as follows for trade receivables:
More than More than More than
Current 30 days past due 60 days past due 120 days past due Total
2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- --------- ------------------ ------------------ ------------------- ---------
Expected loss rate - - - 100% -
Other receivables 60 - - - 60
Total 60 - - - 60
--------------------- --------- ------------------ ------------------ ------------------- ---------
More than More than More than
Current 30 days past due 60 days past due 120 days past due Total
2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- --------- ------------------ ------------------ ------------------- ---------
Expected loss rate - - - 100% -
Other receivables 41 - - - 41
Total 41 - - - 41
--------------------- --------- ------------------ ------------------ ------------------- ---------
The Company recognised credit losses of the full value of
receivable for trade receivables not recovered after 4 months. As
at 31 December 2022, the Company does not have an outstanding trade
receivable (2021: GBPnil).
For the year ending 31 December 2022, the Company did not
witness significant increase in the credit risk since the initial
recognition of the outstanding receivable from subsidiaries and
other receivables, therefore, no expected losses were recognised
during the year (2021: GBPnil).
Liquidity risk
Liquidity risk is the risk that the Company will not be able to
meet its financial obligations as they fall due. Its financing
requirements are met through a combination of liquidity from the
sale of investments and the use of cash resources.
The following table shows an analysis of the financial assets
and financial liabilities by remaining expected maturities as at 31
December 2022 and 31 December 2021.
Financial assets:
Up to 3-12 1-5 Over
3 months months years 5 years Total
2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- ------------- --------- --------- ---------- ---------
Investment - - - 68,907 68,907
Amounts receivable from subsidiaries - - - 5,158 5,158
Operating and other receivables 60 - - - 60
Cash 14,542 - - - 14,542
Total 14,602 - - 74,065 88,667
--------------------------------------- ------------- --------- --------- ---------- ---------
Up to 3-12 1-5 Over
3 months months years 5 years Total
2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- ------------- --------- --------- ---------- ---------
Investment - - - 68,461 68,461
Amounts receivable from subsidiaries - - - 5,191 5,191
Operating and other receivables 41 - - - 41
Cash 14,518 - - - 14,518
Total 14,559 - - 73,652 88,211
--------------------------------------- ------------- --------- --------- ---------- ---------
Financial liabilities:
Up to 3-12 1-5 Over
3 months months years 5 years Total
2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- ----------- --------- --------- ---------- ---------
Operating and other payables 400 - - - 400
Amount payable to subsidiaries 41,032 - - - 41,032
Lease liabilities 6 22 47 - 75
Total 41,438 22 47 - 41,507
--------------------------------- ----------- --------- --------- ---------- ---------
Up to 3-12 1-5 Over
3 months months years 5 years Total
2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- ----------- --------- --------- ---------- ---------
Operating and other payables 367 - - - 367
Amount payable to subsidiaries 38,740 - - - 38,740
Lease liabilities 6 21 75 - 102
Total 39,113 21 75 - 39,209
--------------------------------- ----------- --------- --------- ---------- ---------
In addition, some of the Company's subsidiaries have uncalled
capital commitments to funds of GBP2,674,000 (2021: GBP2,665,000)
for which the timing of payment is uncertain (see note 20).
Market risk
Market risk is the risk that changes in market prices such as
foreign exchange rates, interest rates and equity prices will
affect the Company's income or the value of its holdings of
financial instruments. The Company aims to manage this risk within
acceptable parameters while optimising the return.
Currency risk
The Company is exposed to currency risk on those of its
investments which are denominated in a currency other than the
Company's functional currency which is pounds sterling. The only
other significant currency within the investment portfolio is the
US dollar; approximately 76% of the investment portfolio is
denominated in US dollars.
The Company does not hedge the currency exposure related to its
investments. The Company regards its exposure to exchange rate
changes on the underlying investment as part of its overall
investment return and does not seek to mitigate that risk through
the use of financial derivatives.
The Company is exposed to translation currency risk on sales and
purchases which are denominated in a currency other than the
Company's functional currency. The currency in which these
transactions are denominated is principally US dollars.
The Company's exposure to foreign currency risk was as
follows:
31 December
------------------------------------------------------------------
2022 2021
-------------------------------- --------------------------------
GBP USD Other GBP USD Other
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- ---------- --------- --------- ---------- --------- ---------
Investments 44,118 23,486 603 44,794 22,554 1,113
Amounts receivable from subsidiaries 5,157 1 - 5,172 11 8
Right-of-use assets 70 - - 97 - -
Operating and other receivables 71 - - 41 - -
Cash 14,228 314 - 14,018 500 -
Operating and other payables (440) (35) - (434) (35) -
Amount payable to subsidiaries (41,014) (18) - (31,597) (7,143) -
--------------------------------------- ---------- --------- --------- ---------- --------- ---------
Gross exposure 22,190 23,748 603 32,091 15,887 1,121
Forward exchange contracts - - - - - -
--------------------------------------- ---------- --------- ---------
Net exposure 22,190 23,748 603 32,091 15,887 1,121
--------------------------------------- ---------- --------- --------- ---------- --------- ---------
The aggregate net foreign exchange profit recognised in profit or loss were:
31 December
--------------------
2022 2021
GBP'000 GBP'000
Net foreign exchange profit on investment 2,769 21
Net foreign exchange profit on non-investment 439 172
---------------------------------------------------------------------------------------- --------- ---------
Total net foreign exchange profit recognised in profit before income tax for the year 3,208 193
---------------------------------------------------------------------------------------- --------- ---------
At 31 December 2022, the rate of exchange was USD $1.21 =
GBP1.00 (2021: $1.35 = GBP1.00).
A 10% strengthening of the US dollar against the pound sterling
would have increased equity and increased profit by GBP2.6 million
at 31 December 2022 (2021: increased equity and increased profit by
GBP1.8 million). This assumes that all other variables, in
particular interest rates, remain constant. A weakening of the US
dollar by 10% against the pound sterling would have decreased
equity and decreased the profit for the year by GBP2.2 million
(2021: decreased equity and decreased the profit for the year by
GBP1.4 million). This level of change is considered to be
reasonable based on observations of current conditions.
Interest rate risk
At the reporting date, the Company's cash is exposed to interest
rate risk and the sensitivity below is based on these amounts.
An increase of 100 basis points in interest rates at the
reporting date would have increased equity by GBP145,000 (2021:
increase of GBP155,000) and increased the profit for the year by
GBP145,000 (2021: increased the profit GBP155,000). A decrease of
100 basis points would have decreased equity and increased the loss
for the year by the same amounts. This level of change is
considered to be reasonable based on observations of current
conditions.
Fair values
All items not held at fair value in the Statement of Financial
Position have fair values that approximate their carrying
values.
Other market price risk
Equity price risk arises from equity securities held as part of
the Company's portfolio of investments. The Company's management of
risk in its investment portfolio focuses on diversification in
terms of geography and sector, as well as type and stage of
investment.
The Company's investments comprise unquoted investments in its
subsidiaries and investments in quoted investments. The
subsidiaries' investment portfolios comprise investments in quoted
and unquoted equity and debt instruments. Quoted investments are
quoted on the main stock exchanges in London and New York. A
proportion of the unquoted investments are held through funds
managed by external managers.
As is common practice in the venture and development capital
industry, the investments in unquoted companies are structured
using a variety of instruments including ordinary shares,
preference shares and other shares carrying special rights, options
and warrants and debt instruments with and without conversion
rights. The investments are held for resale with a view to the
realisation of capital gains. Generally, the investments do not pay
significant income.
The significant unobservable inputs used at 31 December 2022 in
measuring investments categorised as level 3 in note 11 are
considered below:
1. Unquoted securities (carrying value GBP17 million) are valued
using the most appropriate valuation technique such as a
revenue-based approach, an earnings-based approach, or a discounted
cash flow approach. These investments are sensitive to both the
overall market and industry specific fluctuations that can impact
multiples and comparable company valuations. In most cases the
valuation method uses inputs based on comparable quoted companies
for which the key unobservable inputs are:
-- EBITDA multiples of approximately five times dependent on the
business of each individual company, its performance and the sector
in which it operates;
-- revenue multiples in the range 0.30-1.5 times, also dependent
on attributes at individual investment level; and
-- discounts applied of up to 50%, to reflect the illiquidity of
unquoted companies compared to similar quoted companies. The
discount used requires the exercise of judgement taking into
account factors specific to individual investments such as size and
rate of growth compared to other companies in the sector.
-- Investments in funds (carrying value GBP14 million) are
valued using reports from the general partners of the fund
interests with adjustments made for calls, distributions and
foreign currency movements since the date of the report (if prior
to 31 December 2022). The Company also carries out its own review
of individual funds and their portfolios to satisfy themselves that
the underlying valuation bases are consistent with the basis of
valuation and knowledge of the investments and the sectors in which
they operate. However, the degree of detail on valuations varies
significantly by fund and, in general, details of unobservable
inputs used are not available.
Two of the Company's subsidiaries' underlying investments are
valued using discounted cash flow ("DCF") models. The table below
shows the effect on profit / (loss) of increasing or decreasing the
discount rate used on the valuation on these investments. The
base-case discount rate used is 30% and a change to 20% or 40% is
considered to be reasonable possible change for the purpose of the
sensitivity analysis.
31 December
--------------------
2022 2021
GBP'000 GBP'000
Effect of change in discount rate to 20% 1,643 1,059
Effect of change in discount rate to 40% (1,201) (840)
The valuation of the investments in subsidiaries makes use of
multiple interdependent significant unobservable inputs and it is
not meaningful to sensitise variations of any one input on the
value of the investment portfolio as a whole. Estimates and
underlying assumptions are reviewed on an ongoing basis, however,
inputs are highly subjective. Changes in any one of the variables,
earnings or revenue multiples or illiquidity discounts could
potentially have a significant effect on the valuation.
The reported values of the level 3 investments would change,
should there be a change in the underlying assumptions and
unobservable inputs driving these values. The Company has performed
a sensitivity analysis to assess the overall impact of a 10%
movement in these reported values of investments, on the profit for
the year. The effect on profit / (loss) is shown in the table
below:
31 December
2022 2021
GBP'000 GBP'000
Effect of 10% decrease in investment value (6,800) (6,800)
Effect of 10% increase in investment value 6,800 6,800
Capital management
The Company's total capital at 31 December 2022 was GBP47
million (2021: GBP49 million) comprising equity share capital and
reserves. The Company had no borrowings at 31 December 2022 (2021:
GBPnil).
In order to meet the Company's capital management objectives,
the Board monitors and reviews the broad structure of the Company's
capital on an ongoing basis. This review includes:
-- Working capital requirements and follow-on investment capital
for portfolio investments, including calls from funds;
-- Capital available for new investments; and
-- The annual dividend policy and other possible distributions to shareholders.
20. Capital commitments
31 December
--------------------
2022 2021
GBP'000 GBP'000
Outstanding commitments to funds 2,674 2,665
The outstanding capital commitments to funds comprise unpaid
calls in respect of funds where a subsidiary of the C ompany is a
limited partner.
As of 31 December 2022, the Company has no other contingencies
or commitments to disclose (2021: GBPnil).
21. Related party transaction
During the year, the Company paid rent of GBP32,780 (2021:
GBP32,780) to The Rayne Foundation. Robert Rayne is the Chairman of
The Rayne Foundation.
22. Subsequent events
There are no subsequent events that would materially affect the
interpretation of these Financial Statements.
23. Subsidiaries
The Company's subsidiaries are as follows:
Name Country of incorporation Holding % Activity
International Oilfield Services Limited Bermuda 100 Investment holding
LMS Capital (Bermuda) Limited Bermuda 100 Investment holding
LMS Capital Group Limited England and Wales 100 Investment holding
LMS Capital Holdings Limited England and Wales 100 Investment holding
Lioness Property Investments Limited England and Wales 100 Investment holding
Lion Property Investments Limited England and Wales 100 Investment holding
Lion Investments Limited England and Wales 100 Investment holding
Lion Cub Property Investments Limited England and Wales 100 Dormant
Tiger Investments Limited England and Wales 100 Investment holding
LMS Tiger Investments (II) Limited England and Wales 100 Investment holding
Westpool Investment Trust Plc England and Wales 100 Investment holding
Cavera Limited England and Wales 100 Trading
LMS Co-Invest Limited England and Wales 100 Trading
The registered office addresses of the Company's subsidiaries
are as follows:
Subsidiaries incorporated in England and Wales: 3 Bromley Place,
London, United Kingdom, W1T 6DB.
Subsidiaries and partnerships incorporated in Bermuda: Clarendon
House, 2 Church Street, Hamilton HM 11, Bermuda.
24. Net asset value per share
The net asset value per ordinary shares in issue are as
follows:
31 December
2022 2021
NAV (GBP'000) 46,541 49,109
Number of ordinary shares in issue 80,727,450 80,727,450
NAV per share (in pence) 57.65 60.83
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END
FR FIFEVVIIIFIV
(END) Dow Jones Newswires
March 20, 2023 03:00 ET (07:00 GMT)
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