TIDMSEC 
 
Strategic Equity Capital PLC 
 
RESULTS FOR THE YEARED 30 JUNE 2023 
 
The Directors of Strategic Equity Capital plc are pleased to announce the 
Company's results for the year ended 30 June 2023. 
 
+-----------------------------+----------+----------+--------+ 
|Capital Return               |As at     |As at     |% change| 
|                             |          |          |        | 
|                             |30 June   |30 June   |        | 
|                             |          |          |        | 
|                             |2023      |2022      |        | 
+-----------------------------+----------+----------+--------+ 
|Net asset value ("NAV") per  |342.47p   |316.21p   |8.3%    | 
|Ordinary share#              |          |          |        | 
+-----------------------------+----------+----------+--------+ 
|Ordinary share price         |309.00p   |280.00p   |10.4%   | 
+-----------------------------+----------+----------+--------+ 
|Comparative index*           |4,970.43  |5,164.05  |(3.7)%  | 
+-----------------------------+----------+----------+--------+ 
|Discount of Ordinary share   |(9.8)%    |(11.5)%   |        | 
|price to NAV                 |          |          |        | 
+-----------------------------+----------+----------+--------+ 
|Average discount of Ordinary |(7.4)%    |(12.6)%   |        | 
|share price to NAV for the   |          |          |        | 
|year                         |          |          |        | 
+-----------------------------+----------+----------+--------+ 
|Total assets (£'000)         |170,784   |177,198   |(3.6)%  | 
+-----------------------------+----------+----------+--------+ 
|Equity Shareholders' funds   |170,223   |175,030   |(2.7)%  | 
|(£'000)                      |          |          |        | 
+-----------------------------+----------+----------+--------+ 
|Ordinary shares in issue with|49,704,711|55,352,088|        | 
|voting rights                |          |          |        | 
+-----------------------------+----------+----------+--------+ 
 
+--------------------------------------------+----------+----------+ 
|Performance                                 |Year ended|Year ended| 
|                                            |          |          | 
|                                            |30 June   |30 June   | 
|                                            |          |          | 
|                                            |2023      |2022      | 
+--------------------------------------------+----------+----------+ 
|NAV total return for the year               |9.2%      |(9.2)%    | 
+--------------------------------------------+----------+----------+ 
|Share price total return for the year       |11.2%     |(9.5)%    | 
+--------------------------------------------+----------+----------+ 
|Comparative index* total return for the year|(0.4)%    |(14.6)%   | 
+--------------------------------------------+----------+----------+ 
|Ongoing charges                             |1.22%     |1.08%     | 
+--------------------------------------------+----------+----------+ 
|Ongoing charges (including performance fee) |1.22%     |1.08%     | 
+--------------------------------------------+----------+----------+ 
|Revenue return per Ordinary share           |3.53p     |2.43p     | 
+--------------------------------------------+----------+----------+ 
|Dividend yield                              |0.81%     |0.71%     | 
+--------------------------------------------+----------+----------+ 
|Proposed final dividend for the year        |2.50p     |2.00p     | 
+--------------------------------------------+----------+----------+ 
 
+----------------------+-------+-------+ 
|Year's Highs/Lows     |High   |Low    | 
+----------------------+-------+-------+ 
|NAV per Ordinary share|346.28p|279.69p| 
+----------------------+-------+-------+ 
|Ordinary share price  |320.00p|258.00p| 
+----------------------+-------+-------+ 
 
# Net asset value or NAV, the value of total assets less current liabilities. 
The net asset value divided by the number of shares in issue produces the net 
asset value per share. 
 
*FTSE Small Cap (ex Investment Trusts) index 
 
Chairman's Statement 
 
Results for the Year 
 
I am pleased to report that, despite difficult market conditions, during the 12 
months to 30 June 2023, the Company's NAV per share (on a total return basis) 
increased by 9.2%. The FTSE Small Cap (ex Investment Trusts) Total Return Index 
("FTSE Small Cap Index"), which we use for comparison purposes only, decreased 
by 0.4%. Over the same period, the share price of the Company increased by 11.2% 
on a total return basis. 
 
NAV performance during the period was encouraging, reflecting the focus on 
higher quality companies exposed to areas of structural growth where they have a 
degree of pricing power. The Board believes that continuing to prioritise 
companies with resilient business fundamentals and strong balance sheets should 
enable the Company to continue outperforming over the medium to long term. 
 
The Company's Strategy and Investment Process are discussed in detail in the 
Investment Manager's Report on pages 6 to 8 of the Annual Report. 
 
As a direct result of our deliberate and distinctive investment process, the 
Company provides notable benefits for investors: 
 
  · Performance 
 
Our performance has been strong relative to our peers and has been positive even 
in falling markets driven by the idiosyncratic nature of returns. This is a 
reflection of the skills of our fund manager Ken Wotton and his team and the 
benefits of taking a private equity approach to public markets. The construction 
of the portfolio has been deliberately designed to offer a real return. There 
continues to be demonstrable and significant private equity interest in UK 
stocks given compelling valuations, for example Medica (see page 23 of the 
Annual Report), and the potential upside on the Company's other investments 
remains substantial in the view of the Investment Manager. 
 
  · Risk Management 
 
For investors looking for high quality, but relatively cheap, small UK cap 
exposure, SEC offers low correlations and a low beta to the broader market. 
This, together with low valuations, see below, provides a strong margin of 
safety to underpin the long-term upside potential of the portfolio. 
 
  · Valuation 
 
SEC currently offers investors an attractive discount at four different levels: 
 
  - UK equities stand at a substantial discount to global markets, currently at 
a 15 year low; 
 
  - Within the UK market, smaller capitalisation stocks are on a notable 
discount to large caps; 
 
  - The SEC portfolio of companies are both cheaper (and higher quality) than UK 
small Cap indices; 
 
  - Investors are today able to purchase SEC shares at a significant discount to 
NAV. 
 
Discount and Discount Management 
 
The average discount to NAV of the Company's shares during the period was 7.4%, 
compared to the equivalent 12.6% figure from the prior year. The discount range 
was 3.3% to 12.5%. 
 
Many of the measures implemented in Q1 2022 to address the persistent share 
price discount to NAV are now complete. These included a 10 per cent. tender 
offer; the implementation of a share buyback programme with 5,598,886 shares 
repurchased during the 2022 calendar year; and a commitment by Gresham House to 
use £5 million of its cash resources to purchase shares in the Company. Gresham 
House now has a 10.7% equity stake in the Company. These have been successful, 
resulting in the discount narrowing from 11.5% at the beginning of the period to 
9.8% at the end of the period. For comparison, over the same period the average 
UK Smaller Company Investment Trust discount increased from 8.2% to 11.5%. 
 
Other measures, also implemented in Q1 2022, remain ongoing. These include: a 
buy back policy to return 50 per cent. of proceeds from profitable realisations, 
at greater than a 5 per cent. discount on an ongoing basis, in each financial 
year; an ongoing commitment by Gresham House Asset Management to reinvest 50 per 
cent. of its management fee per quarter in shares if the Company's shares trade 
at an average discount of greater than 5 per cent. for the quarter; and the 
deferral of an annual continuation resolution in favour of the implementation of 
a 100 per cent. realisation opportunity for shareholders in 2025. 
 
Marketing 
 
A priority of the Board over the last eighteen months has been a focused 
marketing plan and strategy to increase awareness of the Company and to ensure a 
clear investment proposition is presented to the market. 
 
In a competitive marketplace, and for a relatively under-appreciated asset 
class, communicating differentiation is vitally important. The Investment 
Manager's highly disciplined private equity approach to public markets, with 
constructive corporate engagement, thorough due diligence and a powerful network 
of advisers, alongside an active, high conviction concentrated portfolio of only 
15-20 companies, are a source of competitive advantage and sustained 
performance. This is reflected in all communications including the Company's 
webpage (www.strategicequitycapital.com). 
 
The Company has also been developing new content to engage investors and 
potential investors, including an innovative video series where the Investment 
Manager has interviewed the chief executives of portfolio companies to provide 
investors with a greater insight into the companies that the Company invests in. 
Extending insights and views of the Investment Manager have also been 
incorporated within the Company's co-ordinated PR programme to engage key 
national, trade and specialist investment publications resulting in coverage 
including in the Mail on Sunday, Daily Mail's This Money, Shares Magazine, 
Interactive Investor, Investment Week, Trustnet and Citywire Funds Insider. 
 
The Board is ambitious with its plans to build the profile and positioning of 
the Company over time. 
 
Gearing and Cash Management 
 
The Company has maintained its policy of operating without a banking loan 
facility. This policy is periodically reviewed by the Board in conjunction with 
the Manager and remains under review. 
 
Dividend 
 
For the year ended 30 June 2023 the basic revenue return per share was 3.53p 
(2022: 2.43p). Although the Company is predominantly focused on delivering long 
term capital growth, due to the strongly cash generative nature of the majority 
of the portfolio companies and low capital intensity, many pay an attractive 
dividend. Accordingly, the Board is proposing a final dividend of 2.50p per 
share for the year ending 30 June 2023 (2022: 2.00p per share), payable on 15 
November 2023 to shareholders on the register as at 13 October 2023. 
 
The Board 
 
I am delighted to welcome Brigid Sutcliffe and Howard Williams to the Board as 
non-executive Directors. Both joined in February 2023 and bring a wealth of 
experience and knowledge that will be of enormous benefit to the Company. 
 
It is intended that Brigid will take over as the Company's Audit Committee Chair 
after Jo Dixon retires at the Company's AGM in November. 
 
The Board would like to convey its sincere thanks to Jo for the significant 
contribution she has made to the Company and for her excellent leadership of the 
Audit Committee. 
 
Outlook 
 
The global macroeconomic and geopolitical environment remains highly uncertain, 
although signs of normalising inflation (and implications for monetary policy) 
are welcome. Closer to home the UK economy is proving to be relatively 
resilient, although certain sectors (for example housing and construction) are 
showing signs of challenge, which could promote further volatility in company 
earnings and equity market ratings as macroeconomic developments unfold. 
 
Despite these obvious challenges the Investment Manager is observing an 
increasing number of attractive long term investment opportunities. Strong 
underlying fundamentals across the existing portfolio provide a robust and 
resilient platform for future investment returns. The significant dislocation 
between current UK public market valuations and the comparators in private 
markets provide good grounds for optimism about the prospects for positive 
valuation momentum over the medium term. 
 
The resilient positioning of the Company's portfolio should enable it to 
outperform in the current challenging environment and continue to deliver 
attractive long-term capital growth when markets stabilise. Furthermore, the 
enhanced marketing programme and ongoing share buybacks should support the 
Company's ability to maintain a structurally narrower share price discount to 
NAV over the coming year. 
 
The Board, once again, thanks you for your continued support. 
 
William Barlow 
 
Chairman 
 
26 September 2023 
 
The Investment Manager's Report 
 
Investment Strategy 
 
In the following section, we remind shareholders of our strategy and investment 
process. 
 
Our Strategic Public Equity strategy 
 
The appointment of Gresham House as Manager in May 2020 and the subsequent 
appointment of Ken Wotton as Lead Fund Manager in September 2020 resulted in a 
refocus of the investment strategy ensuring that it is strictly applied and is 
able to effectively leverage the experienced resource of the Gresham House 
Strategic Equity team, the wider Group platform and its extensive network. We 
set out this strategy in detail in the Company's 2022 Annual Report which we 
summarise again below. 
 
Investment focus 
 
Our investment focus is to invest into high quality, publicly listed companies 
which we believe can materially increase their value over the medium to long 
term through strategic, operational or management change. To select suitable 
investments and to assist in this process we apply our proprietary Strategic 
Public Equity ("SPE") investment strategy. This includes a much higher level of 
engagement with management than most investment managers adopt and is closer in 
this respect to a private equity approach to investing in public markets 
companies. Our path to achieving this involves constructing a high conviction, 
concentrated portfolio; focusing on quality business fundamentals; undertaking 
deep due diligence including engaging our proprietary network of experts and 
assessing ESG risks and opportunities through the completion of the ESG decision 
tool; and maintaining active stewardship of our investments. Through 
constructive, active engagement with the management teams and boards of 
directors, we seek to ensure alignment with shareholder objectives and to 
provide support and access to other resource and expertise to augment a 
company's value creation strategy. 
 
We are long-term investors and typically aim to hold companies for three-to-five 
years to back a thesis that includes an entry and exit strategy and a clearly 
identified route to value creation. We have clear parameters for what we will 
invest in and areas which we will deliberately avoid. 
 
Smaller company focus 
 
We believe that UK Smaller Companies represent a structurally attractive part of 
the public markets. Academic research demonstrates that smaller companies in the 
UK have delivered substantial outperformance over the long term (see Figure 1 on 
page 6 in the Annual Report). This is partially because there are a large number 
of under-researched and under-owned businesses that typically trade at a 
valuation discount to larger companies (see Figure 2 on page 7 in the Annual 
Report) and relative to their prospects. A highly selective investor with the 
resources and experience to navigate successfully this part of the market can 
find exceptional long-term investment opportunities. 
 
The key attractions of smaller companies are: 
 
  · Inefficient markets - Smaller companies remain under-researched and below 
the radar for most investors thus creating an opportunity for those willing to 
devote time and resource to this area. 
  · A large universe - Most UK listed companies are in the smaller companies 
category and are listed on the main market or AIM. Two-thirds of UK listed 
companies have a market capitalisation below £500m, offering a large opportunity 
set for smaller company specialists. 
  · Valuation discounts - Such discounts, arising for whatever reason, present 
attractive entry points at which the intrinsic worth of a company's long-term 
prospects are undervalued. 
  · M&A activity - Smaller companies often offer strategic opportunities within 
their niche markets and can become attractive, bolt-on acquisitions to both 
trade and private equity buyers. These buyers provide an additional source of 
liquidity and realisation of value for smaller company investors. 
 
Portfolio Construction 
 
We will maintain a concentrated portfolio of 15-25 high conviction holdings with 
prospects for attractive absolute returns over our investment holding period. 
The majority of portfolio value is likely to be concentrated in the top 10-15 
holdings with other positions representing potential "springboard" investments 
where we are awaiting a catalyst to increase our stake to an influential, 
strategic level. 
 
Bottom-up stock picking determines SEC's sector weightings which are not 
explicitly managed relative to a target benchmark weighting. The absence of 
certain sectors such as oil & gas, mining, and banks, as well as limited 
exposure to overtly cyclical parts of the market, and the absence of early stage 
or pre-profit businesses typically result in a portfolio weighted towards, but 
not exclusively, profitable cash generative service sector businesses 
particularly in technology, healthcare, business services, financials and 
industrials. The underlying value drivers are typically company specific and 
exhibit limited correlation even within the same broad sectors. Figure 3 on page 
7 of the Annual Report sets out the sector exposure of the Company as at 30 June 
2023. 
 
Our smaller company focus and specialist expertise leads us to prioritise 
companies with a market capitalisation between £100m and £300m at the point of 
investment. This focus, in combination with the size of the Company and its 
concentrated portfolio approach, provides the potential to build a strategic and 
influential stake in the highest conviction holdings. In turn this provides a 
platform to maximise the likelihood that our constructive active engagement 
approach will be effective and ultimately successfully contribute to shareholder 
value creation. 
 
Once purchased there is no upper limit restriction on the market capitalisation 
of an individual investment. We will run active positions regardless of market 
capitalisation provided they continue to deliver the expected contribution to 
overall portfolio returns and subject to exposure limits and portfolio 
construction considerations. 
 
The weighted average market capitalisation of portfolio holdings increased to 
£252m as at 30 June 2023 compared to £231m as at 30 June 2022, largely 
reflecting share price growth across the portfolio, particularly in the case of 
the two largest holdings (Medica Group and XPS Pensions Group), both of which 
were top performers throughout the period and traded at market capitalisations 
greater than the portfolio average as at 30 June 2023. This level of average 
market capitalisation supports the Investment Manager's strategy of focusing on 
smaller market capitalisation companies where SEC has the potential to take a 
meaningful equity stake as a platform to effectively apply its active engagement 
strategy. 
 
We set out a description of the Top 10 holdings as at 30 June 2023 on page 11 of 
the Annual Report together with a high level summary of the investment case and 
recent developments for each position. 
 
Constructive Active Engagement Approach 
 
As far as possible, SEC aims to build consensus with other stakeholders. We want 
to unlock value for shareholders, but also create stronger businesses over the 
long term. The objective is to develop a dialogue with management so that the 
GHAM team and its network are seen as trusted advisors. 
 
Operating with a highly-focused portfolio, SEC's management team can build and 
maintain a deep understanding of its portfolio companies and their potential. 
The team engages with company management teams and boards in a number of areas 
including: 
 
  · Strategy - Working with boards to ensure that business strategy and 
operations are effectively aligned with long term value creation and focused on 
building strategic value within a company's market. 
  · Corporate activity - Support for acquisition and divestment activity through 
advice, network introductions and the provision of cornerstone capital. 
  · Capital allocation - Seeking to work with boards to optimise capital 
allocation by prioritising the highest return and value added projects and areas 
of focus for investment of both capital and resource. 
  · Board composition - Ensuring that boards are appropriately balanced between 
executive and non-executive directors and contain the right balance of skills 
and experience; we actively use our talent network to introduce high quality 
candidates to enhance the quality of investee company boards as appropriate. 
  · Management incentivisation - Ensuring that key management are appropriately 
retained and incentivised to deliver long term shareholder value with schemes 
that fit with GHAM's principles and are well aligned to our objectives as 
shareholders. 
  · ESG - Leveraging the Gresham House sustainable investing framework and 
central resource to help to identify, understand and monitor key ESG risks and 
opportunities as well as seeking to drive enhancements to a company's approach 
where there are critical material issues with a particular focus on corporate 
governance. 
  · Investor Relations - Helping management teams to hone their equity story, 
select appropriate advisors and target their investor relations activities in 
the most effective way to ensure that value creation activity is understood and 
reflected by the market. 
 
Engagement is undertaken privately, leveraging the wider platform and resources 
of the Gresham House group, as far as possible. The team will also work to 
leverage its extensive network to the benefit of portfolio companies. We seek to 
make introductions to our network in as collaborative way as appropriate where 
we believe there is an opportunity to support initiatives to create shareholder 
value. 
 
In summary, we follow a practice of constructive corporate engagement and aim to 
work with management teams in order to support and enhance shareholder value 
creation. We attempt to build a consensus with other stakeholders and prefer to 
work collaboratively alongside like-minded co-investors. 
 
Portfolio review for the twelve months to 30 June 2023 
 
Over the course of the twelve months to 30 June 2023 we continued to evolve the 
portfolio at a more normalised pace than in the previous two financial years: 
purchasing two new holdings which represented 4.3% of NAV at the end of the 
period, and fully exiting four positions which represented 8.2% at the start of 
the period. We have also exited our position in Medica post period end as its 
recommended cash takeover offer from IK Partners completed, which represented 
18% of closing NAV. As of 30 June 2023, the number of influential equity stakes 
where GHAM funds, in aggregate, hold a 5% or more equity stake stood at 11, and 
represented 77% of the portfolio by value at 30 June 2023. 
 
Market Background 
 
Over the twelve months to the end of June, the FTSE Smaller Companies (ex 
Investment Trusts) Index ("the index") fell by 0.4% on a total return basis 
underperforming the FTSE All Share (+3.9%) but outperforming the FTSE AIM ( 
-14.0%). Following the substantial style shift from growth to value in the first 
half of 2022, the 12 months to 30 June 2023 saw a small revival of growth style 
investing, with the MSCI UK Growth index outperforming its value peer. However, 
energy and mining stocks (in which the Company does not invest) continued to 
perform well given geopolitical developments, and were key contributors to the 
overall index performance. 
 
The UK equity market continued to be out of favour with asset allocators, 
reaching 25 consecutive months of outflows by June 2023 (1). This continued 
selling pressure from UK equities has weighed on valuations, with the UK at 
multi-decade lows relative to other developed markets, particularly the US, 
despite the drawdowns experienced last year (see figure 5 on page 9 of the 
Annual Report). Whilst this demonstrates the value opportunities in the UK 
market, we believe that the challenging macroeconomic backdrop further fuels the 
need for careful assessment of the bottom up characteristics of each company. 
This suits the private equity approach taken by the Manager to investing on 
behalf of the Company. 
 
Performance Review 
 
The net asset value ("NAV") increased 9.2%, on a total return basis, over the 
twelve months to the end of June, closing at 342.5p per share. This increase in 
NAV reflected the positive returns delivered by the majority of portfolio 
companies throughout the period, despite volatile equity market conditions as 
geopolitical and macroeconomic concerns weighed on investor sentiment. The 
Company outperformed its benchmark during the period, as the FTSE Smaller 
Companies (ex Investment Trusts) index fell by 0.4% on a total return basis. 
This reflected the relatively defensive positioning of the portfolio compared to 
the wider market - focused on high quality businesses in less cyclical parts of 
the market and with resilient business models and robust balance sheets. 
 
Despite the market volatility experienced over the year, we remain confident 
about the resilient underlying fundamentals of the portfolio companies and their 
ability to withstand the macroeconomic headwinds that look set to persist 
through the current financial year. 
 
(1)    Source: Investec Market Review July 2023 
 
Top Five Absolute Contributors to Performance 
 
 
Security            Valuation  Period 
 
                    30 June    Contribution 
 
                    2023       to return 
 
                    £'000      (%) 
Medica Group        30,881     5.82 
XPS Pensions Group  25,459     4.92 
Wilmington          9,482      2.28 
Hostelworld         8,209      2.19 
Ricardo             11,462     1.96 
 
Medica, a leading provider of teleradiology services, was the subject of a 
recommended cash takeover offer from IK Partners, a European private equity 
firm, at a 32.5% premium, and the takeover has since completed (post period 
-end). XPS Pensions, a pensions consulting, advisory and administration services 
provider, which delivered results in excess of market expectations, resulting in 
analyst upgrades, and divested a non-core business at a significantly accretive 
valuation multiple to the wider group; Wilmington, a professional media 
provider, which demonstrated strong operating fundamentals and forecast upgrades 
whilst successfully refocussing the business on a digital first strategy in the 
governance, risk and compliance market; Hostelworld, an online travel agent 
focussed on the hostelling segment, following strong results (including a record 
first quarter) and an improving industry outlook; and Ricardo, a global 
strategic, environmental and engineering consultancy, which has delivered strong 
performance particularly in its environmental & energy transition divisions, 
which are key focus areas over the medium term. 
 
Bottom Five Absolute Contributors to Performance 
 
 
Security                Valuation  Period 
 
                        30 June    Contribution 
 
                        2023       to return 
 
                        £'000      (%) 
Tribal                  6,580      (5.24) 
Inspired                10,327     (2.25) 
R&Q Insurance Holdings  7,429      (1.76) 
LSL Property Services   8,645      (0.91) 
Tyman                   -          (0.35) 
 
In challenging equity market conditions certain portfolio holdings suffered from 
share price weakness during the period, typically in response to short term 
developments that, we believe, do not fundamentally change the long term values 
of the holdings. The largest detractors included Tribal, an international 
provider of student administration software, following a profit downgrade 
resulting from an onerous contract; Inspired, which de-rated on no specific news 
and despite delivering strong results and reaffirming expectations in line with 
market consensus; R&Q Insurance Holdings, a global non-life specialty insurance 
company, following weaker than expected interim results, and an equity raise 
(through a preferred instrument) in order to bolster capital adequacy and 
facilitate a separation of the group's two businesses in line with our view of 
the optimal path to value creation for the group; LSL Property Services, a 
leading provider of services to the UK residential property sector, which has 
been impacted by the slowdown in activity within the UK housing market, 
particularly within its surveying business; Tyman, a global building materials 
and component manufacturer and distributor (which the Company has now fully 
exited), which faced analyst downgrades reflecting end market challenges. 
 
Portfolio Review 
 
The portfolio remained highly focused with a total of 16 holdings and the top 10 
accounted for around 80% of the NAV at the end of the period. 1% of the NAV was 
held in cash at period end. This had subsequently increased to c. 13% by the end 
of July 2023 following the receipt of the proceeds from the Medica Group 
takeover. 
 
Over the period positions in Nexus (IRR of -18%), Assetco (IRR of 30%), Tyman 
(IRR of 23%), and IDOX (IRR of 6%) were fully exited, with Medica (IRR of 12% / 
25% (2)) also fully exited post period end. 
 
The Company currently has a number of key holdings that we believe trade at 
material valuation discounts to comparable private market transaction values, 
which provides a strong margin of safety underpinning the long term upside 
potential of the portfolio. 
 
Changes in sector weightings have seen exposure to Healthcare increase from 
16.2% to 21.6%, with exposure to Financial Services increasing from 25.2% to 
32.6%. The largest decrease has been in cash, which decreased from 9.3% to 0.7% 
(although, as above, this increased substantially in July following the receipt 
of Medica Group sale proceeds). 
 
(2)    12% reflects the IRR from the Company's initial investment in Medica 
Group in 2017. 25% reflects the IRR since Ken Wotton became Manager of the 
Company in September 2020, and actively decided to upweight the Company's 
holding in Medica Group 
 
Top 10 Investee Company Review 
 
(as at 30 June 2023) 
 
+------------+----------------+-----------------------------------------------+ 
|Company     |Investment      |Developments during the year                   | 
|            |Thesis          |                                               | 
+------------+----------------+-----------------------------------------------+ 
|Medica      |                |                                               | 
|            |  · A niche     |  · Fully exited in July 2023 pursuant to the  | 
|18.1% of NAV|market leader in|Recommended Cash Offer from IK Partners        | 
|            |the UK          |                                               | 
|Healthcare  |teleradiology   |                                               | 
|            |sector which is |                                               | 
|            |acyclical and is|                                               | 
|            |growing rapidly |                                               | 
|            |driven by       |                                               | 
|            |increasing      |                                               | 
|            |healthcare      |                                               | 
|            |requirements and|                                               | 
|            |a structural    |                                               | 
|            |shortage of     |                                               | 
|            |radiologists    |                                               | 
|            |                |                                               | 
|            |  · Above market|                                               | 
|            |organic growth  |                                               | 
|            |and             |                                               | 
|            |underappreciated|                                               | 
|            |cash generation |                                               | 
|            |characteristics |                                               | 
+------------+----------------+-----------------------------------------------+ 
|XPS         |                |                                               | 
|            |  · Leading     |  · Delivered FY23 results and outlook ahead of| 
|14.9% of NAV|`challenger'    |market expectations, leading to analyst        | 
|            |brand in the    |upgrades                                       | 
|Financial   |pensions        |  · Elevated demand for pensions advisory (e.g.| 
|Services    |consulting,     |risk transfer) given Gilt volatility and       | 
|            |advisory and    |changes in funding positions                   | 
|            |administration  |  · Announced the disposal of its non-core NPT | 
|            |market          |business for a significantly accretive         | 
|            |  · Highly      |valuation multiple to the wider group          | 
|            |defensive - high|                                               | 
|            |degree of       |                                               | 
|            |revenue         |                                               | 
|            |visibility and  |                                               | 
|            |largely non     |                                               | 
|            |-discretionary, |                                               | 
|            |regulation      |                                               | 
|            |driven client   |                                               | 
|            |activity        |                                               | 
|            |  · Significant |                                               | 
|            |inflation pass  |                                               | 
|            |-through ability|                                               | 
|            |  · Highly      |                                               | 
|            |fragmented      |                                               | 
|            |sector with     |                                               | 
|            |recent M&A      |                                               | 
|            |activity,       |                                               | 
|            |providing       |                                               | 
|            |opportunity to  |                                               | 
|            |XPS as a        |                                               | 
|            |consolidator and|                                               | 
|            |potential target|                                               | 
+------------+----------------+-----------------------------------------------+ 
|Brooks      |                |                                               | 
|Macdonald   |  · UK focused  |  · Positive net flows and 7.5% AUM growth in  | 
|            |wealth          |FY23                                           | 
|7.0% of NAV |management      |  · Good progress in replacing previous        | 
|            |platform;       |management departures, which had weighed on the| 
|Financial   |structural      |share price, including recently hiring Aviva's | 
|Services    |growth given    |former CRO as CFO                              | 
|            |continuing      |                                               | 
|            |transition to   |                                               | 
|            |self-investment |                                               | 
|            |  · Opportunity |                                               | 
|            |to leverage     |                                               | 
|            |operational     |                                               | 
|            |investments to  |                                               | 
|            |grow margin and |                                               | 
|            |continue strong |                                               | 
|            |cash flow       |                                               | 
|            |generation      |                                               | 
|            |  · A           |                                               | 
|            |consolidating   |                                               | 
|            |market;         |                                               | 
|            |opportunity for |                                               | 
|            |Brooks as both  |                                               | 
|            |consolidator and|                                               | 
|            |potential target|                                               | 
|            |with recent     |                                               | 
|            |takeover        |                                               | 
|            |interest for    |                                               | 
|            |sector peers    |                                               | 
+------------+----------------+-----------------------------------------------+ 
|Ricardo     |                |                                               | 
|            |  · Global      |  · Successfully extended its McLaren          | 
|6.7% of NAV |strategic,      |relationship (now in its fourth generation)    | 
|            |environmental   |demonstrating the stickiness of Ricardo's      | 
|Construction|and engineering |customer relationships                         | 
|& Materials |consultancy     |  · Strong FY23 results with particularly high | 
|            |  · Ongoing     |growth in its Environmental & Energy Transition| 
|            |strategic       |divisions, in line with the strategic ambition | 
|            |transformation  |                                               | 
|            |to refocus and  |                                               | 
|            |prioritise the  |                                               | 
|            |business towards|                                               | 
|            |higher growth,  |                                               | 
|            |higher margin   |                                               | 
|            |and less capital|                                               | 
|            |intensive       |                                               | 
|            |activities      |                                               | 
|            |  · Strong      |                                               | 
|            |market position |                                               | 
|            |underpinned by  |                                               | 
|            |significant     |                                               | 
|            |sector expertise|                                               | 
+------------+----------------+-----------------------------------------------+ 
|Fintel      |                |                                               | 
|            |  · Leading UK  |  · Extended its strategic distribution        | 
|6.3% of NAV |provider of     |agreement with BlackRock                       | 
|            |technology      |  · In-line H1'23 results with positive        | 
|Financial   |enabled         |outlook, leading to analyst upgrades           | 
|Services    |regulatory      |  · Announced two small bolt-ons and Fintel's  | 
|            |solutions and   |first investment through its early-stage       | 
|            |services to     |technology incubator, Fintel Labs              | 
|            |IFAs, financial |                                               | 
|            |institutions and|                                               | 
|            |other           |                                               | 
|            |intermediaries  |                                               | 
|            |  ·             |                                               | 
|            |Strategically   |                                               | 
|            |valuable        |                                               | 
|            |technology      |                                               | 
|            |platform with   |                                               | 
|            |opportunity to  |                                               | 
|            |drive material  |                                               | 
|            |growth in       |                                               | 
|            |revenues and    |                                               | 
|            |margins through |                                               | 
|            |supporting      |                                               | 
|            |customers'      |                                               | 
|            |digitisation    |                                               | 
|            |journeys        |                                               | 
+------------+----------------+-----------------------------------------------+ 
|Inspired    |                |                                               | 
|            |  · UK B2B      |  · Strong FY22 results, Q1'23 momentum and    | 
|6.1% of NAV |corporate energy|FY23 outlook                                   | 
|            |assurance,      |  · Demonstrable progress in cash conversion   | 
|Industrial  |procurement and |and cross-sell                                 | 
|Goods &     |optimisation    |  · New incentivisation agreement within its   | 
|Services    |service provider|energy optimisation division, with performance | 
|            |  · ESG         |hurdles significantly ahead of market forecasts| 
|            |specialist, with|                                               | 
|            |a track record  |                                               | 
|            |of advising blue|                                               | 
|            |chip companies  |                                               | 
|            |on reducing     |                                               | 
|            |energy          |                                               | 
|            |consumption     |                                               | 
|            |  · Leading     |                                               | 
|            |player in a     |                                               | 
|            |fragmented      |                                               | 
|            |industry;       |                                               | 
|            |significant     |                                               | 
|            |opportunity to  |                                               | 
|            |gain market     |                                               | 
|            |share through   |                                               | 
|            |client wins,    |                                               | 
|            |proposition     |                                               | 
|            |extension and   |                                               | 
|            |M&A             |                                               | 
+------------+----------------+-----------------------------------------------+ 
|Wilmington  |                |                                               | 
|            |  ·             |  · FY22 and H1'23 results in line with market | 
|5.6% of NAV |International   |expectations, which had increased through 2022 | 
|            |provider of B2B |  · Repeat revenue now accounts for 79% of     | 
|Media       |data and        |revenue (H1'23)                                | 
|            |training in the |  · Further portfolio optimisation including   | 
|            |compliance,     |the disposal of Spanish subsidiary Inese, in   | 
|            |insurance,      |line with Wilmington's portfolio management    | 
|            |financial and   |strategy                                       | 
|            |healthcare      |                                               | 
|            |sectors         |                                               | 
|            |  · New Chair,  |                                               | 
|            |CEO and CFO     |                                               | 
|            |incentivised to |                                               | 
|            |re-focus the    |                                               | 
|            |business and    |                                               | 
|            |deliver a return|                                               | 
|            |to organic      |                                               | 
|            |growth          |                                               | 
+------------+----------------+-----------------------------------------------+ 
|Iomart      |                |                                               | 
|            |  · Integrated  |  · Existing Chair has expanded their role to  | 
|5.3% of NAV |datacentre and  |become Executive Chair on a part time basis    | 
|            |cloud services  |(supported by the CEO)                         | 
|Technology  |provider        |  · FY23 results in line with market           | 
|            |  · Provides    |expectations                                   | 
|            |both self       |  · Two strategic bolt-ons in the period, most | 
|            |-managed        |recently the acquisition of Extrinsica to      | 
|            |infrastructure  |double Iomart's Azure hybrid cloud capability  | 
|            |and cloud       |                                               | 
|            |-managed        |                                               | 
|            |services, with  |                                               | 
|            |the latter being|                                               | 
|            |a key strategic |                                               | 
|            |focus area      |                                               | 
|            |  · Highly cash |                                               | 
|            |generative with |                                               | 
|            |significant     |                                               | 
|            |recurring       |                                               | 
|            |revenue         |                                               | 
|            |  · Structural  |                                               | 
|            |growth          |                                               | 
|            |opportunity from|                                               | 
|            |hybrid cloud    |                                               | 
|            |adoption        |                                               | 
+------------+----------------+-----------------------------------------------+ 
|LSL Property|                |                                               | 
|Services    |  · Leading     |  · Announced in 2023 the transition of its    | 
|            |provider of     |estate agency business from ownership to       | 
|5.1% of NAV |services to the |franchise, which we believe reduces            | 
|            |UK residential  |cyclicality, capital intensity, and improves   | 
|Real Estate |property sector |the quality of earnings                        | 
|            |with activities |  · Post-period end forecasts downgraded       | 
|            |spanning        |through lower UK housing / mortgage activity   | 
|            |mortgage        |levels, which particularly dampened the outlook| 
|            |broking,        |for LSL's surveying business                   | 
|            |surveying and   |                                               | 
|            |estate agencies |                                               | 
|            |  · Significant |                                               | 
|            |opportunity to  |                                               | 
|            |reallocate      |                                               | 
|            |capital to the  |                                               | 
|            |Financial       |                                               | 
|            |Services        |                                               | 
|            |division which  |                                               | 
|            |is strategically|                                               | 
|            |valuable, high  |                                               | 
|            |growth and      |                                               | 
|            |underappreciated|                                               | 
|            |by the market   |                                               | 
+------------+----------------+-----------------------------------------------+ 
|Hostelworld |                |                                               | 
|            |  · Category    |  · Record Q1 and H1 revenue delivered and     | 
|4.8% of NAV |leader within   |guidance confidently reaffirmed, following     | 
|            |the hostelling  |forecast upgrades earlier in 2023              | 
|Travel &    |niche of the    |                                               | 
|Leisure     |online travel   |                                               | 
|            |agent sector    |                                               | 
|            |  · Social media|                                               | 
|            |led customer    |                                               | 
|            |acquisition and |                                               | 
|            |engagement      |                                               | 
|            |strategy to     |                                               | 
|            |enhance         |                                               | 
|            |profitability   |                                               | 
|            |and customer    |                                               | 
|            |lifetime value  |                                               | 
|            |  · Growth      |                                               | 
|            |driven by post  |                                               | 
|            |-Covid recovery |                                               | 
|            |in international|                                               | 
|            |travel and value|                                               | 
|            |for money       |                                               | 
|            |positioning,    |                                               | 
|            |with average    |                                               | 
|            |order value and |                                               | 
|            |customer        |                                               | 
|            |lifetime values |                                               | 
|            |improving       |                                               | 
+------------+----------------+-----------------------------------------------+ 
 
Outlook 
 
The Investment Manager's core planning assumption is that continued geopolitical 
and macroeconomic uncertainty will drive market volatility throughout the 
remainder of 2023. The shift to a period of higher inflation and higher interest 
rates has fundamentally impacted asset markets and equities in particular. It is 
likely that increasing focus on company fundamentals and valuation discipline 
will be required to outperform in this environment which plays to the strengths 
of the Company's investment strategy and the Investment Manager's approach. 
 
The elevated levels of corporate activity within the UK equity market continue 
to play out and the volume of takeover activity amongst smaller companies has 
not been seen since H2 2019, despite overall UK takeover volumes (of all sizes) 
remaining marginally below H1 2022 levels. Bid premia in the period were also 
elevated, providing further evidence of attractive valuations amongst UK smaller 
companies despite the higher cost of capital environment today. The investment 
process and private equity lens across public markets enables the identification 
of investment opportunities with potential strategic value that could be 
attractive acquisitions for both corporate and financial buyers. 
 
We continue to believe that our fundamentals focused investment style has the 
potential to continue outperforming over the long term. We see significant 
opportunities for long term investors to back quality growth companies at 
attractive valuations in an environment where agile smaller businesses with 
strong management teams can take market share and build strong long-term 
franchises. We will maintain our focus on building a high conviction portfolio 
of less cyclical, high quality, strategically valuable businesses which we 
believe can deliver strong returns through the market cycle regardless of the 
performance of the wider economy. 
 
Portfolio as at 30 June 2023 
 
                                                              % of       % of 
% of 
                                                              invested 
invested 
                                                              portfolio 
portfolio 
                                                              at         at 
                               Date of     Cost    Valuation  30 June    30 June 
net 
                               first 
Company        Sector          Investment  £'000   £'000      2023       2022 
Assets 
               Classification 
Medica Group   Healthcare      Mar 2017    19,120  30,881     18.2%      13.3% 
18.1% 
XPS Pensions   Financial       Jul 2019    16,850  25,459     15.0%      11.8% 
14.9% 
Group          Services 
Brooks         Financial       Jun 2016    10,563  11,916     7.0%       7.4% 
7.0% 
Macdonald      Services 
Ricardo        Construction &  Sep 2021    9,107   11,462     6.8%       2.5% 
6.7% 
               Materials 
 
               Materials 
Fintel         Financial       Oct 2020    10,076  10,800     6.4%       5.8% 
6.3% 
               Services 
Inspired       Industrial      Jul 2020    13,713  10,327     6.1%       8.4% 
6.1% 
Energy         Goods & 
               Services 
Wilmington     Media           Oct 2010    6,818   9,482      5.6%       7.4% 
5.6% 
Iomart         Technology      Mar 2022    8,473   9,074      5.4%       3.0% 
5.3% 
LSL Property   Real Estate     Mar 2021    13,256  8,645      5.1%       6.5% 
5.1% 
Services 
Hostelworld    Travel &        Oct 2019    6,505   8,209      4.8%       5.3% 
4.8% 
               Leisure 
R&Q Insurance  Financial       Jun 2022    10,308  7,429      4.3%       1.7% 
4.4% 
Holdings       Services 
Tribal         Technology      Dec 2014    11,742  6,580      3.9%       9.0% 
3.9% 
Benchmark      Healthcare      Jun 2019    6,733   6,120      3.6%       4.3% 
3.6% 
Ten            Travel &        Oct 2020    3,464   5,539      3.3%       4.6% 
3.3% 
Entertainment  Leisure 
Carr's Group   Industrial 
               Goods 
 
               Services] 
               & Services      Mar 2023    3,603   4,296      2.5%       - 
2.5% 
Netcall        Technology      Mar 2023    3,168   3,055      1.8%       - 
1.8% 
Total                                              169,274 
99.4% 
Investments 
Cash                                               1,242 
0.7% 
Net current                                        (293) 
(0.1)% 
liabilities 
Total                                                170,223 
100.0% 
shareholders' 
funds 
 
 
 
 
Ken Wotton 
 
Gresham House Asset Management 
 
26 September 2023 
 
Statement of Comprehensive Income 
 
                            Year ended 30 June 2023 
                            Revenue  Capital 
                            return   return   Total 
                            £'000    £'000    £'000 
Investments 
Gains on investments held   -        10,602   10,602 
at fair value 
 
through profit or loss 
                            -        10,602   10,602 
 
Income 
Dividends                   3,782    -        3,782 
Interest                    78       -        78 
Total income                3,860    -        3,860 
 
Expenses                    (1,228)  -        (1,228) 
 
Investment Manager's fee 
Other expenses              (803)    -        (803) 
Total expenses              (2,031)  -        (2,031) 
 
Net return before taxation  1,829    10,602   12,431 
 
Taxation                    -        -        - 
Net return and total        1,829    10,602   12,431 
comprehensive income for 
the year 
 
Return per Ordinary share   3.53p    20.44p   23.97p 
 
The total column of this statement represents the Statement of Comprehensive 
Income prepared in accordance with IFRS. The supplementary revenue and capital 
return columns are both prepared under guidance published by the AIC. All items 
in the above statement derive from continuing operations. No operations were 
acquired or discontinued during the year. 
Statement of Comprehensive Income 
 
                            Year ended 30 June 2022 
                            Revenue  Capital 
                            return   return    Total 
                            £'000    £'000     £'000 
Investments 
Losses on investments held  -        (21,776)  (21,776) 
at fair value 
 
through profit or loss 
                            -        (21,776)  (21,776) 
 
Income 
Dividends                   4,173    -         4,173 
Interest                    6        -         6 
Total income                4,179    -         4,179 
 
Expenses                    (1,564)  -         (1,564) 
 
Investment Manager's fee 
Other expenses              (1,128)  -         (1,128) 
Total expenses              (2,692)  -         (2,692) 
 
Net return before taxation  1,487    (21,776)  (20,289) 
 
Taxation                    -        -         - 
Net return and total        1,487    (21,776)  (20,289) 
comprehensive income for 
the year 
 
Return per Ordinary share   2.43p    (35.53)p  (33.10)p 
 
Balance Sheet 
 
                                As at             As at 
 
                                30 June 2023      30 June 2022 
                                £'000             £'000 
Non-current assets 
Investments held at fair        169,274           159,950 
value though profit and 
loss 
 
Current assets 
Trade and other                 268               885 
receivables 
Cash and cash equivalents       1,242             16,363 
                                1,510             17,248 
Total assets                    170,784           177,198 
 
Current liabilities 
Trade and other payables        (561)             (2,168) 
Net assets                      170,223           175,030 
 
Capital and reserves 
Share capital                   6,353             6,353 
Share premium account           11,300            11,300 
Special reserve                 3,590             19,767 
Capital reserve                 142,952           132,350 
Capital redemption reserve      2,897             2,897 
Revenue reserve                 3,131             2,363 
Total shareholders' equity      170,223           175,030 
Net asset value per share       342.47p           316.21p 
Ordinary shares in issue        49,704,711        55,352,088 
 
Statement of Changes in Equity 
 
For the year   Share    Share     Special   Capital   Capital     Revenue  Total 
ended          capital  premium             reserve   redemption  reserve 
                                  reserve             reserve 
30 June 2023            account 
               £'000    £'000     £'000     £'000     £'000       £'000    £'000 
 
1 July 2022    6,353    11,300    19,767    132,350   2,897       2,363 
175,030 
Net return     -        -         -         10,602    -           1,829 
12,431 
and total 
comprehensive 
income for 
the year 
Dividends      -        -         -         -         -           (1,061) 
(1,061) 
paid 
Share buy      -        -         (16,177)  -         -           - 
(16,177) 
-backs 
30 June 2023   6,353    11,300    3,590     142,952   2,897       3,131 
170,223 
 
For the year   Share    Share     Special   Capital   Capital     Revenue  Total 
ended          capital  premium             reserve   redemption  reserve 
                                  reserve             reserve 
30 June 2022            account 
               £'000    £'000     £'000     £'000     £'000       £'000    £'000 
 
1 July 2021    6,986    31,737    24,567    154,126   2,264       1,889 
221,569 
Net return     -        -         -         (21,776)  -           1,487 
(20,289) 
and total 
comprehensive 
income for 
the year 
Dividends      -        -         -         -         -           (1,013) 
(1,013) 
paid 
Share buy      (633)    (20,437)  (4,800)   -         633         - 
(25,237) 
-backs 
30 June 2022   6,353    11,300    19,767    132,350   2,897       2,363 
175,030 
 
Statement of Cash Flows 
 
                              Year Ended 30 June  Year Ended 30 June 
                              2023                2022 
                              £'000               £'000 
Operating activities 
Net return before taxation    12,431              (20,289) 
Adjustment for                (10,602)            21,776 
(gains)/losses on 
investments 
Operating cash flows before   1,829               1,487 
movements in working capital 
Decrease/(increase) in        374                 (219) 
receivables 
Increase/(decrease) in        22                  (19) 
payables 
Purchases of portfolio        (30,473)            (36,443) 
investments 
Sales of portfolio            30,463              70,129 
investments 
Net cash flow from operating  2,215               34,935 
activities 
 
Financing activities 
Equity dividend paid          (1,061)             (1,013) 
Shares bought back in the     (16,275)            (25,139) 
year 
Net cash outflow from         (17,336)            (26,152) 
financing activities 
 
(Decrease)/increase in cash   (15,121)            8,783 
and cash equivalents for 
year 
Cash and cash equivalents at  16,363              7,580 
the start of the year 
Cash and cash equivalents at  1,242               16,363 
30 June 
 
Principal and Emerging Risks 
 
The Board believes that the overriding risks to shareholders are events and 
developments which can affect the general level of share prices, including, for 
instance, inflation or deflation, economic recessions and movements in interest 
rates and currencies which are outside of the control of the Board. 
 
The principal risks and uncertainties are set out on pages 17 and 18 of the 
Annual Report. 
 
Responsibility statement of the Directors in respect of the Annual Financial 
Report 
 
We confirm that to the best of our knowledge: 
 
  · the financial statements, prepared in accordance with the applicable set of 
accounting standards, give a true and fair view of the assets, liabilities, 
financial position and profit or loss of the Company; and 
 
  · the Strategic Report includes a fair review of the development and 
performance of the business and the position of the issuer, together with a 
description of the principal risks and uncertainties that it faces. 
 
We consider the Annual Report and accounts, taken as a whole, is fair, balanced 
and understandable and provides the information necessary for shareholders to 
assess the Company's position and performance, business model and strategy. 
 
Going Concern 
 
In assessing the Company's ability to continue as a going concern the Directors 
have also considered the 
 
Company's investment objective, detailed on the inside front cover, risk 
management policies, detailed on 
 
pages 17 and 18 of the 2023 Annual Report, capital management (see note 16 to 
the financial statements), the nature of its portfolio and expenditure 
projections and believe that the Company has adequate resources, an appropriate 
financial structure and suitable management arrangements in place to continue in 
operational existence for the foreseeable future and for at least 12 months from 
the date of this Report. In addition, the Board has had regard to the Company's 
investment performance (see page 3 of the 2023 Annual Report) and the price at 
which the Company's shares trade relative to their NAV (see page 3 of the 2023 
Annual Report). 
 
The Directors performed an assessment of the Company's ability to meet its 
liabilities as they fall due. In performing this assessment, the Directors took 
into consideration: 
 
  · cash and cash equivalents balances and, from a liquidity perspective, the 
portfolio of readily realisable securities which can be used to meet short-term 
funding commitments; 
  · the ability of the Company to meet all of its liabilities and ongoing 
expenses from its assets; 
  · revenue and operating cost forecasts for the forthcoming year; 
  · the ability of third-party service providers to continue to provide 
services; and 
  · potential downside scenarios including stress testing the Company's 
portfolio for a 25% fall in the value of the investment portfolio; a 50% fall in 
dividend income and a buy back of 5% of the Company's ordinary share capital, 
the impact of which would leave the Company with a positive cash position. 
 
Based on this assessment, the Directors are confident that the Company will have 
sufficient funds to continue to meet its liabilities as they fall due for at 
least 12 months from the date of approval of the financial statements, and 
therefore have prepared the financial statements on a going concern basis. 
 
Related Party Transactions and transactions with the Investment Manager 
 
Fees paid to Directors are disclosed in the Directors` Remuneration Report on 
page 39 of the 2023 Annual Report. Full details of Directors` interests are set 
out on page 40 of the 2023 Annual Report. 
 
City of London Investment Management is considered a related party by virtue of 
their holding of 28.9% of the Company's total voting rights. Further details are 
noted on page 27 of the 2023 Annual Report. 
 
The amounts payable to the Investment Manager, which is not considered to be a 
related party, are disclosed in note 3. The amount due to the Investment Manager 
for management fees at 30 June 2023 was £311,000 (2022: £349,000). The amount 
due to the Investment Manager for performance fees at 30 June 2023 was £nil 
(2022: £nil). 
 
As detailed on page 4 of the 2023 Annual Report, the Investment Manager, 
directly and indirectly through its in-house funds, has continued to purchase 
shares in the Company. 
 
Notes 
 
1.1 Corporate information 
 
Strategic Equity Capital plc is a public limited company incorporated and 
domiciled in the United Kingdom and registered in England and Wales under the 
Companies Act 2006 whose shares are publicly traded. The Company is an 
investment company as defined by Section 833 of the Companies Act 2006. 
 
The Company carries on business as an investment trust within the meaning of 
Sections 1158/1159 of the UK Corporation Tax Act 2010. 
 
The financial statements of Strategic Equity Capital plc for the year ended 30 
June 2023 were authorised for issue in accordance with a resolution of the 
Directors on 26 September 2023. 
 
1.2 Basis of preparation and statement of compliance 
 
The financial statements of the Company have been prepared in accordance with 
international accounting standards in conformity with the requirements of the 
Companies Act 2006, and reflect the following policies which have been adopted 
and applied consistently. Where presentational guidance set out in the Statement 
of Recommended Practice ("SORP") for investment trusts issued by the AIC in 
February 2019 is consistent with the requirements of IFRS, the Directors have 
sought to prepare financial statements on a basis compliant with the 
recommendations of the SORP. 
 
The financial statements of the Company have been prepared on a going concern 
basis. 
 
Convention 
 
The financial statements are presented in Sterling, being the currency of the 
Primary Economic Environment in which the Company operates, rounded to the 
nearest thousand, unless otherwise stated to the nearest one pound. 
 
Segmental reporting 
 
The Directors are of the opinion that the Company is engaged in a single segment 
of business, being investment business. 
 
As such, no segmental reporting disclosure has been included in the financial 
statements. 
 
2. Income 
 
                         Year ended 30 June 2023 
                         Revenue  Capital 
                         return   return   Total 
                         £'000    £'000    £'000 
Income from investments 
UK dividend income       3,782    -        3,782 
                         3,782    -        3,782 
 
Other operating income 
Liquidity interest       78       -        78 
Total income             3,860    -        3,860 
 
                         Year ended 30 June 2022 
                         Revenue  Capital 
                         return   return   Total 
                         £'000    £'000    £'000 
Income from investments 
UK dividend income       4,173    -        4,173 
                         4,173    -        4,173 
 
Other operating income 
Liquidity interest       6        -        6 
Total income             4,179    -        4,179 
 
3. Investment Manager's fee 
 
                Year ended 30 June 2023 
                Revenue  Capital 
                return   return   Total 
                £'000    £'000    £'000 
 
Management fee  1,228    -        1,228 
                1,228    -        1,228 
 
                Year ended 30 June 2022 
                Revenue  Capital 
                return   return   Total 
                £'000    £'000    £'000 
 
Management fee  1,564    -        1,564 
                1,564    -        1,564 
 
A basic management fee is payable to the Investment Manager at annual rate of 
0.75% of the NAV of the Company. The basic management fee accrues daily and is 
payable quarterly in arrears. 
 
The Investment Manager is also entitled to a performance fee, details of which 
are set out below. 
 
The Company's performance is measured over rolling three-year periods ending on 
30 June each year, by comparing the NAV total return per share over a 
performance period against the total return performance of the FTSE Small Cap 
(ex Investment Trusts) Index. A performance fee is payable if the NAV total 
return per share (calculated before any accrual for any performance fee to be 
paid in respect of the relevant performance period) at the end of the relevant 
performance period exceeds both: (i) the NAV per share at the beginning of the 
relevant performance period as adjusted by the aggregate amount of (a) the total 
return on the FTSE Small Cap (ex Investment Trusts) Index (expressed as a 
percentage) and (b) 2.0% per annum over the relevant performance period 
("Benchmark NAV"); and (ii) the high watermark (which is the highest NAV per 
share by reference to which a performance fee was previously paid). 
 
The Investment Manager is entitled to 10% of any excess of the NAV total return 
over the higher of the Benchmark NAV per share and the high watermark. The 
aggregate amount of the Management Fee and the Performance Fee in respect of 
each financial year of the Company shall not exceed an amount equal to 1.4% per 
annum of the NAV of the Company as at the end of the relevant financial period. 
 
A performance fee of £nil been accrued in respect of the year ended 30 June 2023 
(30 June 2022: £nil). 
 
4. Other expenses 
 
                             Year ended 30 June 2023 
                             Revenue  Capital 
                             return   return   Total 
                             £'000    £'000    £'000 
 
Secretarial services         171      -        171 
Auditors' remuneration for: 
Audit services*              65       -        65 
Directors' remuneration      161      -        161 
Other expenses^              406      -        406 
                             803      -        803 
 
                             Year ended 30 June 2022 
                             Revenue  Capital 
                             return   return   Total 
                             £'000    £'000    £'000 
 
Secretarial services         153      -        153 
Auditors' remuneration for: 
Audit services*              43       -        43 
Directors' remuneration      140      -        140 
Other expenses^              792      -        792 
                             1,128    -        1,128 
 
*No non-audit fees were incurred during the year 
 
^Other expenses in the previous year include £412,000 of costs in relation to 
the Company's General Meeting and Circular to approve the various proposals 
outlined in the 9 February 2022 Stock Exchange announcement. 
 
5. Taxation 
 
                           Year ended 30 June 2023 
                           Revenue  Capital 
                           return   return   Total 
                           £'000    £'000    £'000 
 
Corporation tax at 20.50%  -        -        - 
                           -        -        - 
 
                           Year ended 30 June 2022 
                           Revenue  Capital 
                           return   return   Total 
                           £'000    £'000    £'000 
 
Corporation tax at 19.00%  -        -        - 
                           -        -        - 
 
As at 30 June 2023 the total current taxation charge in the Company's revenue 
account is lower than the standard rate of corporation tax in the UK. 
 
6. Dividends 
 
Under the requirements of Sections 1158/1159 of the Corporation Tax Act 2010 no 
more than 15% of total income may be retained by the Company. These requirements 
are considered on the basis of dividends declared in respect of the financial 
year as shown below. 
 
                                                          30 June  30 June 
                                                          2023     2022 
                                                          £'000    £'000 
Final dividend proposed of 2.50p (2022: 2.00p) per share  1,235    1,061 
 
The following dividends were declared and paid by the Company in the financial 
year: 
 
                                               30 June  30 June 
                                               2023     2022 
                                               £'000    £'000 
Final dividend: 2.00p (2022: 1.60p) per share  1,061    1,013 
 
Dividends have been solely paid out of the Revenue reserve. 
 
7. Return per Ordinary share 
 
                           Year ended 30 June 2023 
                           Revenue  Capital 
                           return   return   Total 
                           pence    pence    Pence 
 
Return per Ordinary share  3.53     20.44    23.97 
                           3.53     20.44    23.97 
                           Year ended 30 June 2022 
                           Revenue  Capital 
                           return   return   Total 
                           pence    pence    Pence 
 
Return per Ordinary share  2.43     (35.53)  (33.10) 
                           2.43     (35.53)  (33.10) 
 
Returns per Ordinary share are calculated based on 51,853,838 (30 June 2022: 
61,286,517) being the weighted average number of Ordinary shares, excluding 
shares held in treasury, in issue throughout the year. 
 
8. Investments 
 
                                                         30 June 2023 
 
                                                         £'000 
Investment portfolio summary: 
Quoted investments at fair value through profit or loss  169,274 
                                                         169,274 
 
                                                         30 June 2022 
 
                                                         £'000 
Investment portfolio summary: 
Quoted investments at fair value through profit or loss  159,950 
                                                         159,950 
 
Under IFRS 13, the Company is required to classify fair value measurements using 
a fair value hierarchy that reflects the subjectivity of the inputs used in 
measuring the fair value of each asset. The fair value hierarchy has the 
following levels: 
 
Investments whose values are based on quoted market prices in active markets are 
classified within level 1 and include active quoted equities. 
 
The definition of level 1 inputs refers to `active markets', which is a market 
in which transactions take place with sufficient frequency and volume for 
pricing information to be provided on an ongoing basis. Due to the liquidity 
levels of the markets in which the Company trades, whether transactions take 
place with sufficient frequency and volume is a matter of judgement, and depends 
on the specific facts and circumstances. The Investment Manager has analysed 
trading volumes and frequency of the Company's portfolio and has determined 
these investments as level 1 of the hierarchy. 
 
Financial instruments that trade in markets that are not considered to be active 
but are valued based on quoted market prices, dealer quotations or alternative 
pricing sources supported by observable inputs are classified within level 2. As 
level 2 investments include positions that are not traded in active markets 
and/or are subject to transfer restrictions, valuations may be adjusted to 
reflect illiquidity and/or non-transferability, which are generally based on 
available market information. 
 
Level 3 instruments include private equity, as observable prices are not 
available for these securities the Company has used valuation techniques to 
derive the fair value. In respect of unquoted instruments, or where the market 
for a financial instrument is not active, fair value is established by using 
recognised valuation methodologies, in accordance with IPEV Valuation 
Guidelines. 
 
The level in the fair value hierarchy within which the fair value measurement is 
categorised is determined on the basis of the lowest level input that is 
significant to the fair value of the investment. 
 
The following table analyses within the fair value hierarchy the Company's 
financial assets and liabilities (by class) measured at fair value at 30 June 
2023. 
 
Financial instruments at fair value through profit or loss 
 
30 June 2023        Level 1  Level 2  Level 3  Total 
 
                    £'000    £'000    £'000    £'000 
Equity investments  169,274  -        -        169,274 
Liquidity funds     -        1        -        1 
Total               169,274  1        -        169,275 
 
30 June 2022        Level 1  Level 2  Level 3  Total 
 
                    £'000    £'000    £'000    £'000 
Equity investments  159,950  -        -        159,950 
Liquidity funds     -        2,463    -        2,463 
Total               159,950  2,463    -        162,413 
 
There were no transfers between levels for the year ended 30 June 2023 (2022: 
none). 
 
9. Nominal Share capital 
 
                                                            Number       £'000 
Allotted, called up and fully paid Ordinary shares 
 
of 10p each: 
Ordinary shares in circulation at 30 June 2022              63,529,206   6,353 
Shares held in Treasury at 30 June 2022                     (8,177,118)  (818) 
Ordinary shares in issue per Balance Sheet at 30 June 2022  55,352,088   5,535 
Shares bought back during the year to be held in Treasury   (5,647,377)  (564) 
Ordinary shares in issue per Balance Sheet at 30 June 2023  49,704,711   4,971 
Shares held in Treasury at 30 June 2023                     13,824,495   1,382 
Ordinary shares in circulation at 30 June 2023              63,529,206   6,353 
 
These are not statutory accounts in terms of Section 434 of the Companies Act 
2006.  Full audited accounts for the year to 30 June 2023 will be sent to 
shareholders in October 2023 and will be available for inspection at 1 Finsbury 
Circus, London EC2M 7SH, the registered office of the Company. The full annual 
report and accounts will be available on the Company's website 
www.strategicequitycapital.com 
 
The audited accounts for the year ended 30 June 2023 will be lodged with the 
Registrar of Companies. 
 
 
This information was brought to you by Cision http://news.cision.com 
https://news.cision.com/strategic-equity-capital-plc/r/annual-financial-report,c3842702 
 
 
END 
 
 

(END) Dow Jones Newswires

September 27, 2023 02:00 ET (06:00 GMT)

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