TIDMLMS

RNS Number : 3250E

LMS Capital PLC

10 March 2022

10 March 2022

LMS CAPITAL PLC

Final Results for the Year Ended 31 December 2021

The Board of LMS Capital plc (the "Company") is pleased to announce the Company's audited annual results for the year ended 31 December 2021.

Financial Summary

 
                                     31 December 2021    31 December 2020 
                                   ------------------  ------------------ 
 
  Net asset value                            GBP49.1m            GBP47.9m 
  Cash available at year end                 GBP20.1m            GBP20.6m 
 
  Portfolio gains/(losses)                    GBP3.8m           (GBP2.1m) 
  Running costs                             (GBP1.8m)           (GBP1.7m) 
 
  Net asset value per share (p)                 60.8p               59.4p 
  Dividends paid per share (p)                   0.9p              4.55p* 
  Dividends declared/recommended 
   by Board (p)                                0.925p                0.9p 
 

*Includes special divided of 4.25p per share paid in January 2020

Financial Highlights

Net Asset Value

-- The net asset value ("NAV") at 31 December 2021 was GBP49.1 million, 60.8 pence per share (31 December 2020: GBP47.9 million, 59.4 pence per share); and

-- Adjusting for the impact of dividends to shareholders, the NAV over the year increased by a net GBP1.9 million, or 4.0%, from the gains on the mature asset portfolio and investment interest income and a net reduction of other items, mainly running costs.

Portfolio gains and realisations

-- The portfolio showed an overall increase in value on the year of GBP3.8 million of which GBP2.6 million (11.6% return) was from net realised and unrealised gains on the mature asset portfolio and GBP1.2 million (18.5% return) from investment interest income on Dacian Petroleum ("Dacian"); and

-- Cash proceeds from portfolio realisations in the year totalled GBP2.7 million (2020: GBP9.3 million).

Running costs

-- Running costs, including those incurred by subsidiaries, were GBP1.8 million and there were an additional GBP0.3 million of investment related costs (2020: GBP1.7 million running costs and GBP0.2 million of investment related costs).

Dividends

-- The Board continued its progressive annual dividend policy targeting a dividend initially equal to 1.5% of each financial year's closing NAV and targeting that this should be fully covered by distributable profits, subject to the Company's liquidity and market conditions. A final dividend of 0.6 pence per share on the 2020 year was paid in May 2021, and an interim dividend of 0.3 pence per share for the 2021 year was paid in September 2021. A final dividend on the 2021 year of 0.625 pence per share is recommended by the Board and subject to approval by shareholders at the Annual General Meeting.

Cash balances

-- Group cash balances at the year-end, including amounts held by subsidiaries, were GBP20.1 million, representing 24.9 pence per share and 41.0% of the NAV (2020: GBP20.6 million and representing 25.5 pence per share and 43.0% of the NAV). The Company had no external debt.

Key themes

-- Good returns in the mature investment portfolio - The mature investment portfolio of GBP23.0 million, which comprises investments originating from the Company's strategy pre-2012, achieved a return of 11.6% during 2021 and also had cash realisations of GBP2.7 million. The Company continues to focus on realising the mature asset portfolio over the next 1 to 3 years when appropriate opportunities arise;

-- Completion of the new Dacian investment - The Company's new investment in Dacian is a cornerstone transaction, the first completed since return to internal management in early 2020 and demonstrates the ability of LMS to lead a co-investment group alongside its own investment strategy. The investment enabled Dacian to complete its first acquisition of onshore oil and natural gas production assets in Romania. The Company's investment in Dacian generated an unrealised return of 18.5% during the year;

-- Control of costs - The Company continues to maintain strict control over its running costs and expects a reduction of 5% to 10% in 2022 as the benefits of income from co-investment activities begin to be realised; and

-- Future investments - The Board recognises that 41.0% of the NAV is held in group cash balances with further realisations of the mature portfolio expected. In 2022, the Company is focused on using our board position to nurture the Dacian investment, develop the opportunities for additional capital deployment within the acquired Dacian portfolio, and more widely, and to bring forward opportunities with our real estate teams.

Robert Rayne, Chairman, commented:

"We are pleased with our 2021 results and the annual returns on both our mature investment portfolio and our new investment in Dacian. The completion of the Dacian transaction is a significant milestone for us which demonstrates our ability to lead a co-investment group in one of the two key sectors in which we seek to invest. Our significant cash balances will enable us to deploy further capital in 2022, and we remain focused on bringing forward the real estate opportunities in our current pipeline and seeking additional areas to expand 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

Statement from the Chairman and the Managing Director

We are delighted to be introducing this, our second set of results, as a self-managed investment business. The Coronavirus pandemic meant that 2021 continued to be a year of disruption and uncertainty in society as a whole and for businesses.

Notwithstanding this, we have made progress in improving our NAV and completed our investment in Dacian, our first cornerstone investment since returning to self-management. Whilst the investment took longer to close than initially anticipated, its completion in November 2021 was a highlight and will create further opportunities for us in 2022.

We have considered the impact of the Russian invasion of Ukraine on our portfolio investments and our overall business. We do not hold any investments that have operations in Russia or Ukraine. Elateral, our investment in the digital marketing sector, utilises contract staff in Ukraine, Russia and Belarus for its software development and has developed a contingency plan to manage potential disruption. The situation remains highly uncertain, and we will monitor developments closely.

FINANCIAL RESULTS FOR THE YEARED 31 DECEMBER 2021

Net Asset Value ("NAV") overview

The NAV of the company at 31 December 2021 was GBP49.1 million, 60.8 pence per share (31 December 2020 GBP47.9 million, 59.4 pence per share). This represents an increase of GBP1.2 million on the prior year and comprises:

-- net increase of GBP2.6 million being realised and unrealised net gains on the mature asset portfolio;

   --    increase of GBP1.2 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 0.9 pence per share distributed as dividends during 2021, the NAV has shown an increase on the year of 4.0%.

The Company's NAV comprises three distinct groups of assets:

Mature Investments - 31 December 2021 NAV GBP23.0 million (28.5 pence per share)

   --    these comprise investments which originate from the Company's strategy pre-2012; 

-- the investments are managed with a view to optimising the realisation values. Where the investment case supports it, we may commit additional capital;

-- most of these investments are managed by third parties. Whilst the Company has information rights and regular access to the managers it has no direct control of decision making;

-- it is our expectation that these assets will be substantially realised over the next 1-3 years; and

   --    during the year, this group of investments: 

o produced cash realisations of GBP2.7 million; and

o showed realised/unrealised gains of GBP2.6 million, representing an 11.6% return on the opening balance.

New Investments - 31 December 2021 NAV GBP7.9 million (9.9 pence per share)

-- currently, this comprises the Company's investment in Dacian. The commitment to invest was made in Q3 2020, and funds were set aside; the transaction completed, following obtaining regulatory approvals in November 2021;

-- Dacian is the Company's first new investment in accordance with the investment approach set out when it returned to self-management at the beginning of 2020;

-- accrued interest on the loans through which the investment is structured, have added GBP1.2 million to NAV in 2021; and

   --    the background, rationale and prospects for the investment are discussed further below. 

Liquidity - Cash less other net liabilities - 31 December 2021 NAV GBP18.2 million (22.4 pence per share)

   --    cash comprises GBP20.1 million, some 41.0% of the Company's total NAV; 

-- other net liabilities comprise GBP1.9 million and relate mainly to accruals for income taxes, historic carried interest liabilities for one remaining asset and other sundry costs; and

-- this represents the "fire power" with which we intend to continue implementing the investment approach which is discussed in more detail in our approach to the deployment of capital below.

Overall, net increases, both realised and unrealised, in the underlying value of the portfolio over the year were GBP3.8 million.

Mature Assets - Portfolio overview

The four largest assets comprise 79% of the mature portfolio:

-- Medhost - 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 increase in NAV for the year, excluding the impact of foreign exchange gains, was GBP0.2 million, a 4.1% return on opening NAV for this investment;

-- Brockton Capital Fund I - 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. Whilst the pandemic has created delays in both the construction and sales program for this project, work is nearing completion and sales are being achieved. The investment, which is valued on a discounted cash flow basis showed an unrealised increase in NAV for the year of GBP1.5 million, representing an unrealised 37.2% return on the opening NAV of the investment. This reflects the annual accrual of interest on the underlying preferred debt and unwind of the discount rate used in the valuation;

-- Opus Capital Venture Partners - The Company holds 2.3% of this 2008 vintage US early-stage technology fund, managed by Opus Capital Venture Partners. The fund has two significant remaining investments. The fund life has now been exceeded, the manager is no longer charging annual fees, and the expectation is that an exit will be sought in the reasonably near term. The unrealised increase in NAV during the year was GBP0.4 million representing an unrealised return of 11.4% on the opening NAV of this investment; and

-- Weber Capital Partners - This US micro-cap stock fund is run for the Company 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 September 2021, average rolling 5 year returns since 2006 and 3 year returns since 2002 have been 14.3% and 18.6% respectively. Prior to the return to self-management, Weber Capital Partners was instructed to realise and return much of the holding. In Q3 2020, additional capital of $1 million was committed, to rebuild the investment and allow greater diversity within the portfolio. The NAV increase on this investment during 2021 was GBP0.8 million, a return of 44.2% on the opening balance.

On other mature assets:

-- during the year, we have achieved a restructure and injection of additional capital into Elateral (NAV GBP0.8 million) in conjunction with bringing in a new operating partner who has joined their Board. As noted above, Elateral has outsourced software development resources in Ukraine, Russia and Belarus which are being disrupted. The company has developed a contingency plan to help mitigate the consequences;

-- ICU Eyewear (NAV GBP1.8 million), which produced an unexpected windfall in 2020 from its opportunistic move into distribution of PPE equipment, has returned largely to its core eyewear activity. This investment is managed by San Francisco Equity Partners ("SFEP") and options to exit the business are being explored; and

-- the winding up of YesTo in Q4 was a significant disappointment. In April 2020, the Company declined to invest further capital in YesTo, but the indications at the time from the manager, SFEP, were that at least the historic debt investment should be recoverable, albeit the equity was unlikely to have any value. Accordingly, a write down was taken in 2020. A combination of factors, including the pandemic, put additional financial stress on the business and the YesTo board took the decision in Q4 2021 that it was unlikely to raise further debt or equity and to pursue an orderly winding up to repay external creditors. The Company has written off its remaining GBP0.7 million investment.

As noted above, notwithstanding the outcome on YesTo, the mature asset portfolio overall showed a return of 11.6% for the year on the NAV at 1 January 2021.

New Investments - Dacian

The Company has invested GBP6.7 million ($9.1 million) in Dacian, a newly formed Romanian oil and gas production company established to acquire and operate mature onshore energy production assets.

LMS assembled a funding package, comprising its own investment and co-investment, to enable Dacian to complete its first acquisition. The Company's $9.1 million investment is structured almost entirely as senior secured loan notes with a coupon of 14% per annum gross before a 10% withholding tax, plus a nominal payment for a 32% equity stake in Dacian.

Dacian was able to conclude its acquisition in November 2021, after a longer than anticipated delay in obtaining the necessary local regulatory approvals.

Under the terms of the August 2020 Dacian investment agreement, the senior secured loan notes carry an entitlement to interest running from the date of original funding by investors, which was in September 2020. Accordingly, accrued interest of GBP1.2 million ($1.7 million) has been added to the value of the investment. This generated an unrealised return of 18.5% for the year. 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.

It remains early days for Dacian, having operated for less than four months at time of writing, but initial indications are positive as the company continues to increase production with its workover programme and is generating positive cash flow from operations.

Liquidity - Cash less other net liabilities

Cash

Cash balances in the Company and its subsidiaries at 31 December 2021 were GBP20.1 million (31 December 2020: GBP20.6 million).

Outflows during the year amounted to GBP3.2 million, this includes GBP1.8 million of running costs, GBP0.3 million of investment related costs, GBP0.7 million of dividend payments and GBP0.4 million of new capital invested in Elateral.

Inflows were GBP2.7 million and include a GBP1.5 million distribution from ICU Eyewear, GBP0.8 million from the redemption of the Northbridge convertible debt, plus sundry fund distributions.

Net Liabilities

Net liabilities of 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 2020 of 0.6 pence per share, paid on 14 June 2021 and an interim dividend for the year ended 31 December 2021 of 0.3 pence per share paid on 3 September 2021.

A final dividend of 0.625 pence per share for the year ended 31 December 2021 is recommended by the Board. The increase reflects the increase in 2021 year end NAV compared to the prior year. Subject to approval by shareholders at the AGM in May 2022, the dividend will be paid to shareholders in early June 2022.

The 2020 dividend and, if the Board's recommendation is approved, the 2021 dividend payment will equate to approximately 1.5% of the respective year end NAV each year. This is in accordance with the policy laid out by the Board in 2020. 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.

APPROACH TO THE DEPLOYMENT OF CAPITAL

Whilst the Dacian deal has now completed, the Company still has 41.0% of its NAV as uninvested cash. As the mature asset portfolio is realised further cash will be generated.

Our approach to the further deployment of capital is to seek opportunities, within our chosen sectors, which not only offer attractive returns on the direct investment but also allow LMS to have influence and, over time, to participate in developing and bringing further capital into the underlying business - both from its own balance sheet and its co-investment network. This potentially creates additional fee streams and equity opportunities for LMS.

This approach results in fewer, but more significant transactions. One consequence of this is that individual deals can take longer - Dacian has been an example of this. However, we believe this approach to be the most effective one given the current size of the Company and our ambition to grow.

Investment Themes

The Company has a widely drawn investment policy, but we are conscious of the importance of bringing forward investments where we have a track record of success and can offer distinct competitive advantage based on our knowledge, past experience and access to exceptional management teams. Our focus is on the following sectors:

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 as having a key and environmentally important role to play in the world's transition away from carbon fuels over the next few decades. Dacian has a portfolio of sunset life assets where the extension of life of these ageing assets allows for very low carbon footprint per barrel and molecule produced because the existing industrial infrastructure is put to further use. Dacian is the first investment in this area.

We also see opportunities in renewable energy and in the businesses that service the generation of that energy.

Real Estate

-- Real estate has been a consistent theme in the LMS portfolio and is an area of deep expertise and access to opportunities and management.

In evaluating the opportunities we see, we remain cautious, noting continued high asset and site acquisition prices against a backdrop of continuing uncertainty, in particular around the inflationary pressures on construction costs.

We see opportunity in developing specialist-use real estate and by working in partnership with landowners and other third parties. We are working to bring opportunities forward.

Late-stage private equity

-- Late-stage private equity covers a wide spectrum of opportunities and we are aware of the need to employ our resources efficiently and in areas where we can show some differentiation and relative competitive advantage.

Whilst we continue to see a range of opportunities, we have focused our resources on looking at those that have some cross over with our real estate or energy themes, for example industrial products whose market includes the energy sector or real estate service businesses.

Investment characteristics

The Company sees many opportunities during a typical year but focuses on those where not only the underlying investment merits are attractive, but also where LMS has a competitive advantage. The sources of advantage are:

-- 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. 

The Dacian transaction, which is our first deal since the return to self-management reflects the approach we seek to adopt and the above characteristics:

-- backing a team with whom we have deep and longstanding relationships and who have outstanding experience in their sector;

-- experience brought to bear to acquire assets at attractive entry prices and which, through operational know how, can be driven to produce excellent returns;

-- creating a platform from which the management team and LMS can expand their exposure to the sector; and

   --    creating the opportunity for LMS to introduce co-investment partners. 

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.

The completion of the Dacian transaction is an important milestone for all our activities. It allows us to demonstrate to shareholders, to co-investors and to the markets in which we wish to invest, the characteristics of the opportunities we seek to pursue and demonstrates our ability to execute on deals.

Looking forward in 2022, our focus is to:

-- use our Board position to nurture the Dacian investment - still less than six months old - and to ensure that there is a clear operating plan to achieve the production objectives envisaged at the time the investment was made;

-- develop the opportunities for additional capital deployment within the acquired Dacian portfolio, and more widely; and

   --    bring forward opportunities with our real estate teams. 

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 2022.

Robert Rayne

Chairman

Nicholas Friedlos

Managing Director

9 March 2022

PORTFOLIO MANAGEMENT REVIEW

Introduction

During 2021, the Company recorded an 11.6% return on its mature portfolio investments and an additional 18.5% on its first new investment under internal management, Dacian. Portfolio realisations totalled GBP2.7 million during 2021, primarily from cash distributions from ICU Eyewear and the redemption of the Northbridge convertible debt, funding the Company's overheads and follow-on investment in Elateral.

Cash in the group at 31 December 2021 was GBP20.1 million (31 December 2020: GBP20.6 million), including GBP14.5 million held by the Company and GBP5.6 million held by subsidiaries. Inflows, as noted above were GBP2.7 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 GBP2.1 million, include GBP1.8 million of running costs and GBP0.3 million of investment related costs.

Market background

Coming out of a volatile 2020 that was significantly impacted by the Covid-19 pandemic, 2021 was a year of uncertainty and anticipation for a return to normality. The rollout of vaccine programmes and easing of lockdown restrictions generated an overall economic recovery during 2021, although the identification of new Covid-19 variants during the year contributed to the continued volatility. The economic expansion was also impacted by global supply chain issues, labour shortages and rising inflation. Despite the economic growth and rising inflation, central banks continued to provide fiscal and monetary stimulus, although that began to taper at the end of the year. Sterling strengthened against the U.S. Dollar during the year and global equity markets improved, with the FTSE 100 having its best returns in 5 years, up over 14%, while the U.S. S&P 500 Index gained nearly 27%. The FTSE AIM 100 and SmallCap indices ended the year up 2.0% and 20.0%, respectively.

Domestically, continued economic growth is expected in 2022, albeit at a slower pace than the previous year. The year could face some continued uncertainty related to rising consumer prices due to inflation, increasing energy prices, sustained labour shortages and supply chain disruptions.

The consequences of recent developments and the impact of macroeconomic and domestic issues will continue to be monitored closely by the Board.

Performance review

 
  The movement in NAV during the year was as follows:        2021       2020 
                                                          GBP'000    GBP'000 
  Opening NAV                                              47,923     55,958 
  Profit/(loss) on investments                              2,556    (2,053) 
  Investment interest income                                1,241          - 
  Dividends                                                 (727)    (3,673) 
  Overheads and other net movements                       (1,884)    (2,309) 
------------------------------------------------------  ---------  --------- 
  Closing NAV                                              49,109     47,923 
------------------------------------------------------  ---------  --------- 
 
 

Cash realisations and new and follow-on investments from the portfolio were as follows:

 
                                                       Year ended 
                                                       31 December 
                                                 -------------------- 
                                                      2021       2020 
                                                   GBP'000    GBP'000 
-----------------------------------------------  ---------  --------- 
  Proceeds from the sale of investments                  -      8,011 
  Proceeds from redemption of convertible debt         750          - 
  Distributions from funds and loan repayments       1,916      1,304 
-----------------------------------------------  ---------  --------- 
  Total - gross cash realisations                    2,666      9,315 
  New and follow-on investments                    (7,153)      (976) 
  Fund calls                                          (43)      (169) 
-----------------------------------------------  ---------  --------- 
  Total - net                                      (4,530)      8,170 
-----------------------------------------------  ---------  --------- 
 
 

Realisations of GBP2.7 million in 2021 include:

-- GBP1.5 million of distributions from ICU Eyewear related to cash generated in 2020 from their Health business line that sold personal protective equipment;

   --    proceeds of GBP0.8 million from the redemption of Northbridge convertible debt; 
   --    GBP0.1 million of distributions from Eden Two LLP; and 
   --    other realisations and fund distributions of GBP0.3 million. 

The new and follow-on investments are primarily GBP6.7 million for Dacian and GBP0.4 million of additional equity and working capital funding for Elateral, a UK direct investment. The Dacian investment was initially cash funded in September 2020 and classified as other current assets in one of the Company's subsidiaries until the transaction closed in November 2021.

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 
                                ---------------------------------------------------------------------- 
                                                2021                                2020 
                                ----------------------------------  ---------------------------------- 
                                        UK          US       Total          UK          US       Total 
  Mature investment portfolio      GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000 
------------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
 Quoted                                218         165         383         119          78         197 
 Unquoted                              924       7,744       8,668       1,226       8,912      10,138 
 Funds                               7,242       6,687      13,929       5,808       6,050      11,858 
------------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
                                     8,384      14,596      22,980       7,153      15,040      22,193 
 
 
                                     UK          US       Total          UK          US       Total 
  New investment portfolio      GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000 
---------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
 Quoted                               -           -           -           -           -           - 
 Unquoted                             -       7,958       7,958           -           -           - 
 Funds                                -           -           -           -           -           - 
---------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
                                      -       7,958       7,958           -           -           - 
---------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
  Total investments               8,384      22,554      30,938       7,153      15,040      22,193 
===========================  ==========  ==========  ==========  ==========  ==========  ========== 
 

Basis of valuation:

Quoted investments

Quoted investments for which an active market exists are valued at the closing 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 2021 was as follows:

 
                                                   Year ended 31 December 
                     -------------------------------------------------------------------------------- 
                                         2021                                     2020 
                     ------------------------------------------  ------------------------------------ 
                        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                       -                 186        186        (335)         (598)      (933) 
  Unquoted                   (5)                (90)       (95)          121           949      1,070 
  Funds                        -               2,473      2,473            -       (2,190)    (2,190) 
-------------------  -----------  ------------------  ---------  -----------  ------------  --------- 
                             (5)               2,569      2,564        (214)       (1,839)    (2,053) 
-------------------  -----------  ------------------  ---------  -----------  ------------  --------- 
  Charge for                                                (9) 
   incentive plans                                                                                  - 
-------------------  -----------  ------------------  ---------  -----------  ------------  --------- 
                                                          2,555                               (2,053) 
-------------------  -----------  ------------------  ---------  -----------  ------------  --------- 
  Operating and 
   similar income/ 
   (expense) of 
   subsidiaries                                           1,282                               (1,194) 
-------------------  -----------  ------------------  ---------  -----------  ------------  --------- 
                                                          3,837                               (3,247) 
-------------------  -----------  ------------------  ---------  -----------  ------------  --------- 
 

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 GBP1,000 and for subsidiaries a charge of GBP10,000 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 73% of the portfolio at 31 December 2021 is denominated in US dollars (31 December 2020: 68%) and the above table includes the impact of currency movements. In the year ended 31 December 2021, the weakening of the US dollar against sterling over the year as a whole resulted in an unrealised foreign currency gain of GBP0.02 million (2020: unrealised loss of GBP0.2 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 
                                            -------------------- 
                                                 2021       2020 
  Company                   Sector            GBP'000    GBP'000 
------------------------  ---------------   ---------  --------- 
 IDE Group Holdings        UK technology          218        118 
 Global Green Solutions    US energy              139         62 
 Others                    -                       26         17 
                                                  383        197 
  ----------------------------------------  ---------  --------- 
 
 

The net gains and losses on the quoted portfolio arose as follows:

 
                                         Year ended 31 December 
                                      -------------------------- 
                                              2021          2020 
 Gains/(losses), net                       GBP'000       GBP'000 
------------------------------------  ------------  ------------ 
 Realised 
 Solaredge Technologies                          -           265 
 Gresham House                                   -         (716) 
 Realised foreign currency gain                  -           116 
------------------------------------  ------------  ------------ 
                                                 -         (335) 
------------------------------------  ------------  ------------ 
 Unrealised 
 IDE Group Holdings                            100         (663) 
 Global Green Solutions                         78            72 
 Other quoted holdings                           9             3 
 Unrealised foreign currency losses            (1)          (10) 
------------------------------------  ------------  ------------ 
                                               186         (598) 
 Total net gains/(losses)                      186         (933) 
------------------------------------  ------------  ------------ 
 
 

IDE Group Holding

The performance of IDE Group Holdings improved during 2021 as the company's share price began to recover after it was significantly impacted by the Coronavirus pandemic in 2020, resulting in a GBP0.1 million unrealised gain. In January 2022, the company announced that it had won several new customer contracts and expects further revenue growth in 2022.

Unquoted investments

 
                                         31 December 
                                    -------------------- 
                                         2021       2020 
 Company           Sector             GBP'000    GBP'000 
----------------  ---------------   ---------  --------- 
 Dacian            US energy            7,959          - 
 Medhost Inc       US technology        5,997      5,704 
 ICU Eyewear*      US consumer          1,746      3,143 
 Northbridge       UK technology            -        755 
 Elateral          UK technology          817        399 
 IDE loan notes    UK technology          107         73 
 Yes To*           US consumer              -         64 
                                       16,626     10,138 
  --------------------------------  ---------  --------- 
  *These are co-investments with SFEP 
 

The net gains and losses on the unquoted portfolio arose as follows:

 
                                                 Year ended 31 December 
                                              -------------------------- 
                                                      2021          2020 
 Gains/(losses), net                               GBP'000       GBP'000 
--------------------------------------------  ------------  ------------ 
 Realised 
 Entuity                                                 -           115 
 Penguin Computing                                       -             6 
 Northbridge                                           (5)             - 
                                                       (5)           121 
--------------------------------------------  ------------  ------------ 
 Unrealised 
 Medhost                                               235           374 
 IDE Group                                              35             - 
 Elateral                                               21       (1,436) 
 Northbridge                                             -            25 
 YesTo                                                (74)         (268) 
 ICU Eyewear                                         (313)         2,459 
 Unrealised foreign currency gains/(losses)              6         (205) 
--------------------------------------------  ------------  ------------ 
                                                      (90)           949 
--------------------------------------------  ------------  ------------ 
 Total net (losses)/gains                             (95)         1,070 
--------------------------------------------  ------------  ------------ 
 
 

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. Medhost's financial performance was relatively flat in 2021, with similar Revenue and EBITDA compared to the prior year. This resulted in a small increase to the valuation with an unrealised gain of GBP0.2 million for 2021.

Elateral

The Company invested an additional GBP0.4 million in Elateral during 2021, increasing its ownership from 50% to 62.5% from the purchase of additional shares for GBP0.1 million and providing working capital funding of GBP0.3 million. The additional capital provided by the Company was part of a buyout of another significant shareholder interest completed by LMS, the Elateral chairman and a new operating partner who also joined the board of Elateral. Elateral experienced a net reduction in revenue and EBITDA during 2021 as the economic impact of the Covid-19 pandemic continued to negatively impact the company. The increase in the valuation is mainly attributable to the new capital invested in 2021.

ICU Eyewear

During 2020, ICU was able to generate surplus cash flow from the U.S. distribution of PPE manufactured by one of its international suppliers. This was a one-off opportunity from which the company was able to benefit. The cash generated was used to repay shareholder debt to LMS during 2020 and a further cash distribution of GBP1.5 million was made in February 2021. The PPE business for ICU was an opportunistic response to the Covid-19 pandemic in 2020, and the ICU board has decided that this does not represent an ongoing line of business for the company, and further activity will cease. The reduction in carrying value arises principally from the distribution of GBP1.5 million, initially reflected in the December 2020 valuation and received in early 2021. The unrealised loss for the period reflects a valuation reduction following cessation of PPE activities, partly offset by an uplift in valuation of the eyewear business.

Northbridge

During 2021, Northbridge offered its convertible debt holders the option to redeem the outstanding principal at a 25% premium. The Company elected to redeem its convertible debt, receiving proceeds of GBP0.8 million and recognising a nominal realised loss on the conversion.

Fund interests

 
                                                               31 December 
                                                      -------------------- 
                                                           2021       2020 
 General partner           Sector                       GBP'000    GBP'000 
------------------------  --------------------------  ---------  --------- 
 Brockton Capital Fund 
  1                        UK real estate                 5,635      4,107 
 Opus Capital Venture 
  Partners                 US venture capital             3,948      3,505 
                           US micro-cap quoted 
 Weber Capital Partners     stocks                        2,644      1,813 
 EMAC ILF                  UK                               733        839 
 Eden Ventures             UK venture capital               494        501 
 Simmons                   UK                               381        361 
 San Francisco Equity 
  Partners                 US consumer & technology          55        699 
 Other interests           -                                 39         33 
------------------------  --------------------------  ---------  --------- 
                                                         13,929     11,858 
 ---------------------------------------------------  ---------  --------- 
 
 

The net gains and losses on the Company's funds portfolio for the year ended 31 December 2021 were as follows:

 
                                                 Year ended 31 December 
                                              -------------------------- 
                                                      2021          2020 
 Gains/(losses), net                               GBP'000       GBP'000 
--------------------------------------------  ------------  ------------ 
 Realised 
 Other funds                                             -             - 
--------------------------------------------  ------------  ------------ 
                                                         -             - 
--------------------------------------------  ------------  ------------ 
 
 Unrealised 
 Brockton Capital Fund I                             1,528       (1,422) 
 Weber Capital Partners                                801           555 
 Opus Capital Venture Partners                         398           907 
 Eden Ventures                                         118         (157) 
 Simmons Parallel Energy                                53          (22) 
 San Francisco Equity Partners ("SFEP")              (389)       (1,729) 
 Others (net)                                         (51)         (315) 
 Unrealised foreign currency gains/(losses)             15           (7) 
--------------------------------------------  ------------  ------------ 
                                                     2,473       (2,190) 
--------------------------------------------  ------------  ------------ 
 Total net gains/(losses)                            2,473       (2,190) 
--------------------------------------------  ------------  ------------ 
 
 

San Francisco Equity Partners

LMS is the majority investor in SFEP as opposed to the other fund interests where the Company has only a minority stake. SFEP's remaining investment carrying value is GBP0.1 million (31 December 2020: GBP0.7 million). SFEP's investment in YesTo carrying value is GBPnil (31 December 2020: GBP0.7 million). It was fully written off in 2021. The YesTo board decided to wind up the business by selling all assets of the company and repaying the senior secured lenders. The Company had previously written off all the equity of YesTo and with the winding up of the business has now written off the outstanding loan notes.

In addition to the fund investments noted above, the Company has a directly held co- investment in YesTo of GBPnil million (31 December 2020: GBP0.1 million). The Company's total investment in YesTo at 31 December 2021, via its SFEP fund interest and its co-investment was GBPnil (31 December 2019: GBP0.7 million), reflecting a GBP0.7 million unrealised loss for the write-off of YesTo.

The Company also received from SFEP a GBP0.2 million distribution related to the 2018 sale of Penguin Computing.

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 GBP1.5 million for 2021 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 gain of GBP0.8 million reflecting an increase in the underlying equity prices;

-- Opus Capital - a U.S. venture fund, showed an unrealised gain of GBP0.4 million from valuation gains in its two main assets; and

-- Eden Ventures - Eden has now sold all but one of its assets. The unrealised gain of GBP0.1 million reflects primarily the increase in value of its sole remaining asset;

Costs

Group costs for the year (including GBP1.8 million incurred by the Company and GBP0.3 million by subsidiaries) were GBP2.1 million (2019: GBP1.9 million) and include running costs of GBP1.8 million and investment related costs of GBP0.3 million for support costs for real estate and co-investment activities.

Taxation

The Group tax provision for the year, all of which arose in the subsidiaries, is GBP0.1 million (2020: GBP0.01 million).

Financial Resources and Commitments

At 31 December 2021 cash holdings, including cash in subsidiaries, were GBP20.1 million (31 December 2020: GBP20.6 million) and neither the Company nor any of its subsidiaries had any external debt (2020: nil external debt).

At 31 December 2021, subsidiary companies had commitments of GBP2.7 million (31 December 2020: GBP2.7 million) to meet outstanding capital calls from fund interests.

LMS CAPITAL PLC

9 March 2022

Income Statement

For the year ended 31 December 2021

 
                                                                               Year ended 31 December 
                                                                                2021               2020 
                                                                                             (Restated) 
                                                                    Notes    GBP'000            GBP'000 
                                                                                      ----------------- 
  Net gain/(loss) on investments                                        2      3,837            (3,247) 
  Interest income                                                       3         23                 94 
  Dividend income                                                       4          -             58,849 
  Reduction in carrying value of subsidiary due to distribution                    -           (58,849) 
  Total gain/(loss) on investments                                             3,860            (3,153) 
  Operating expenses                                                    5    (1,988)            (1,243) 
                                                                           ---------  ----------------- 
  Profit/(loss) before tax                                                     1,872            (4,396) 
  Taxation                                                              8          -                  - 
  Profit/(loss) for the year                                                   1,872            (4,396) 
 
  Attributable to: 
  Equity shareholders                                                          1,872            (4,396) 
                                                                           ---------  ----------------- 
 
  Profit/(loss) per ordinary share - basic                              9       2.3p             (5.4)p 
  Profit/(loss) per ordinary share - diluted                            9       2.3p             (5.4)p 
                                                                           ---------  ----------------- 
 
 

All activities of the Company are classed as continuing.

Statement of Other Comprehensive Income

For the year ended 31 December 2021

 
                                                       Year ended 31 December 
                                                            2021          2020 
                                                         GBP'000       GBP'000 
                                                    ------------  ------------ 
  Profit/(loss) for the year                               1,872       (4,396) 
  Other comprehensive income                                   -             - 
                                                    ------------  ------------ 
  Total comprehensive income/(loss) for the year           1,872       (4,396) 
--------------------------------------------------  ------------  ------------ 
  Attributable to: 
  Equity shareholders                                      1,872       (4,396) 
--------------------------------------------------  ------------  ------------ 
 

Company registration number 05746555

Statement of Financial Position

As at 31 December 2021

 
                                                         31 December          1 January 
                                                  ------------------------  ----------- 
                                                        2021          2020         2020 
                                                                (Restated) 
                                           Notes     GBP'000       GBP'000      GBP'000 
---------------------------------------  -------  ----------  ------------  ----------- 
  Assets 
  Non-current assets 
  Right of use assets                         19          97           125            - 
  Investments                                 11      68,461        65,235      132,454 
  Amounts receivable from subsidiaries        14       5,191         5,375        1,829 
  Total non-current assets                            73,749        70,735      134,283 
---------------------------------------  -------  ----------  ------------  ----------- 
 
  Current assets 
  Operating and other receivables             12          51            67          166 
  Cash and cash equivalents                   13      14,518        16,385       25,079 
---------------------------------------  -------  ----------  ------------  ----------- 
  Total current assets                                14,569        16,452       25,245 
 
  Total assets                                        88,318        87,187      159,528 
---------------------------------------  -------  ----------  ------------  ----------- 
 
    Liabilities 
  Current liabilities 
  Operating and other payables                15       (394)         (415)      (1,585) 
  Amounts payable to subsidiaries             16    (38,740)      (38,747)    (101,985) 
  Total current liabilities                         (39,134)      (39,162)    (103,570) 
                                                  ----------  ------------  ----------- 
 
  Non-current liabilities 
  Other long-term liabilities                 15        (75)         (102)            - 
  Total non-current liabilities                         (75)         (102)            - 
---------------------------------------  -------  ----------  ------------  ----------- 
 
  Total liabilities                                 (39,209)      (39,264)    (103,570) 
                                                  ----------  ------------  ----------- 
 
  Net assets                                          49,109        47,923       55,958 
---------------------------------------  -------  ----------  ------------  ----------- 
 
  Equity 
  Share capital                               17       8,073         8,073        8,073 
  Share premium                                          508           508          508 
  Capital redemption reserve                          24,949        24,949       24,949 
  Share-based equity                          18          75            34            - 
  Retained earnings                                   15,504        14,359       22,428 
---------------------------------------  -------  ----------  ------------  ----------- 
  Total equity shareholders' funds                    49,109        47,923       55,958 
---------------------------------------  -------  ----------  ------------  ----------- 
 
  Net asset value per ordinary share          25      60.83p        59.36p        69.30 
---------------------------------------  -------  ----------  ------------  ----------- 
 

Statement of Changes in Equity

For the year ended 31 December 2021

 
                                                                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 
   2020                                  8,073        508        24,949          -      22,428     55,958 
 
  Comprehensive loss for 
   the year 
  Loss for the year                          -          -             -          -     (4,396)    (4,396) 
                                     ---------  ---------  ------------  ---------  ----------  --------- 
  Equity after total comprehensive 
   loss for the year                     8,073        508        24,949          -      18,032     51,562 
 
  Contributions by and 
   distributions to shareholders 
  Share-based payments                       -          -             -         34           -         34 
  Dividends                                  -          -             -          -     (3,673)    (3,673) 
                                     ---------  ---------  ------------  ---------  ----------  --------- 
  As at 31 December 2020                 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 
                                     =========  =========  ============  =========  ==========  ========= 
 
 

Cash Flow Statement

For the year ended 31 December 2021

 
                                                                                  Year ended 31 December 
                                                                                                     2020 
                                                                                     2021      (Restated) 
                                                                     Notes        GBP'000         GBP'000 
  Cash flows from operating activities 
  Profit/(loss) before tax                                                          1,872         (4,396) 
 
  Adjustments for non-cash income and expense: 
  Equity settled share-based payment                                       18          41              34 
  Depreciation on right of use assets                                      19          28              14 
  Interest expense on lease                                                19           8               4 
  (Gains)/losses on investments                                             2     (3,837)           3,247 
  Interest income                                                           3        (23)            (94) 
  Other income                                                                          -             (6) 
  Adjustments to incentives plans                                           2           1            (68) 
  Exchange gains on cash and cash equivalents                                         (4)           (113) 
                                                                                  (1,914)         (1,378) 
 
  Change in operating assets and liabilities 
  Decrease in operating and other receivables                                          16              91 
  Decrease in operating and other payables                                           (23)         (1,195) 
  Decrease/(increase) in amounts receivable from subsidiaries                         119         (3,545) 
  Decrease in amounts payable to subsidiaries                                         (7)         (4,389) 
                                                                               ----------  -------------- 
  Net cash used in operating activities                                           (1,809)        (10,416) 
--------------------------------------------------------------  -------------  ----------  -------------- 
 
  Cash flows from investing activities 
  Interest received                                                         3          23             102 
  Other income received                                                                 -               6 
  Proceeds from sale of investments                                                     -           5,190 
  Proceeds from redemption of convertible debt                             11         750               - 
  Investment in subsidiaries                                                         (75)               - 
                                                                               ----------  -------------- 
  Net cash from investing activities                                                  698           5,298 
--------------------------------------------------------------  -------------  ----------  -------------- 
 
  Cash flows from financing activities 
  Dividends paid                                                           10       (727)         (3,673) 
  Repayment of principal lease liabilities                                 19        (25)            (12) 
  Repayment of lease interest                                              19         (8)             (4) 
--------------------------------------------------------------  -------------  ----------  -------------- 
  Net cash used in financing activities                                             (760)         (3,689) 
--------------------------------------------------------------  -------------  ----------  -------------- 
 
  Net decrease in cash and cash equivalents                                       (1,871)         (8,807) 
  Exchange gains on cash and cash equivalents                                           4             113 
  Cash and cash equivalents at the beginning of the year                   13      16,385          25,079 
                                                                               ----------  -------------- 
  Cash and cash equivalents at the end of the year                                 14,518          16,385 
--------------------------------------------------------------  -------------  ----------  -------------- 
 

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.

The financial information for the year ended 31 December 2021 and the year ended 31 December 2020 does not constitute the Company's statutory accounts for those years. Statutory accounts for the year ended 31 December 2020 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 December 2021 will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

The auditors' reports on the accounts for 31 December 2021 and 31 December 2020 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

LMS Capital Plc transitioned to UK-adopted International Accounting Standards in its Financial Statements on 1 January 2021. This change constitutes a change in accounting framework. However, the move to UK-adopted international accounting standards for accounting period starting from 1 January 2021, does not represent a change in the basis of accounting which would necessitate a prior year restatement, therefore, there is no impact on the recognition, measurement or disclosure in the period reported.

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 13 to 25 and in the Portfolio Management Review on pages 26 to 33. In addition, note 20 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 page 13 and the Portfolio Management Review on page 26. 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 2021, 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 Covid-19 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 twelve 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 2021 which have been adopted for the first time by the Company:

   1.    Amendments to IFRS 9: Interest Rate Benchmark Reform - Phase 2. 
   2.    Amendment to IFRS 16, Leases: Covid-19-Related Rent Concessions beyond 30 June 2021. 

The adoption of the standards and amendments listed above have no material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

There are no other standards, amendments to standards or interpretations that are effective for annual periods beginning on 1 January 2021 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 2021 and have not been early adopted by the Company include:

3. Classification of Liabilities as Current or Non-current (Amendments to IAS 1) (effective 1 January 2023).

   4.    Annual Improvements 2018-2020 (effective 1 January 2022). 

5. Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (effective 1 January 2023).

6. Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (effective 1 January 2023).

7. Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective 1 January 2023).

Upon preliminary assessment, 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: Covid-19-Related Rent Concessions beyond 30 June 2021

IFRS 16 Leases was issued in January 2016 and provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value.

In May 2020, the IASB issued its first amendment to IFRS 16, Leases to ease the accounting for lessees while still providing useful information to the users of the financial statements (Amendment to IFRS 16 Leases: Covid-19- related Rent Concessions).

The amendment, effective for annual reporting periods beginning on or after 1 June 2020, exempted lessees from having to consider individual lease contracts to determine whether rent concessions as a direct consequence of Covid-19 are lease modifications, hence allowing lessees to account for the concessions as if they were not lease modifications. Although IFRS 16 specifies how lessees should account for the change, this 'optional exemption' permitted in the amendment lessens the large volume of Covid-19-related rent concessions and stakeholders' difficulties and gives timely relief to lessees.

As the Covid-19 pandemic has persisted, on 31 March 2021 the IASB extended the period of application until 30 June 2022 via Amendment to IFRS 16, Leases: Covid-19-Related Rent Concessions beyond 30 June 2021. Such extension applies to accounting periods beginning on or after 1 April 2021.

The adoption of the amendments did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

To determine the split between principal and interest in the lease, the Company is required to estimate the interest it would have to pay in order to finance payments under the new lease.

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%. The term of the lease is 5 years and when the Company renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the modification:

8. if the renegotiation results in one or more additional assets being leased for an amount commensurate with the standalone price for the additional rights-of-use obtained, the modification is accounted for as a separate lease in accordance with the above policy;

9. in all other cases where the renegotiated increases the scope of the lease (whether that is an extension to the lease term, or one or more additional assets being leased), the lease liability is remeasured using the discount rate applicable on the modification date, with the right-of-use asset being adjusted by the same amount; and

10. if the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability and right-of-use asset are reduced by the same proportion to reflect the partial of full termination of the lease with any difference recognised in profit or loss. The lease liability is then further adjusted to ensure its carrying amount reflects the amount of the renegotiated payments over the renegotiated term, with the modified lease payments discounted at the rate applicable on the modification date. The right-of-use asset is adjusted by the same amount.

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.

Accounting for subsidiaries (continued)

ln 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 ten years. ln 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 24.

Use of estimates and judgements

The 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 11;

   --    valuation technique selected in estimating fair value of investments held in Funds - 

note 11; and

   --    recognition of deferred tax asset for carried forward tax losses - note 8 . 

The areas involving significant estimates are:

   --    estimate inputs used in calculating fair value of unquoted investments - note 11; 
   --    estimated inputs used in calculating fair value of investments held in Funds - note 11; 
   --    estimates in calculating the fair value of equity awards - note 18; and 
   --    estimate percentage of incremental borrowing rate on lease liability - note 19. 

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 cash flows 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 which are effective from 1 January 2019. The main changes of the new guidelines are:

o price of a recent investment removed as a primary valuation technique; and

o valuing debt investment is expanded.

   --    the Company adopted the IPEV special valuation guidance issued in March 2020. 

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 and cash equivalents

Cash, for the purpose of the cash flow statement, comprises cash in hand and cash equivalents.

Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

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 recognized 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.

Prior period adjustments

Dividend income from subsidiary

For the year ending 31 December 2020, one of the subsidiaries, (LMS Capital Group Limited), declared dividends of GBP58,849,364 to the Company, resulting in an increase of income from dividends of GBP58,849,364 and a reduction in the carrying value of the subsidiaries due to this distribution of GBP58,849,364. In the prior year Financial Statements, this movement was incorrectly offset against each other and was not presented in the Income Statement. In the current year, this presentation has been restated as:

   --    Dividend income increased by GBP58,849,364. 
   --    Carrying value of subsidiaries due to distribution decreased by GBP58,849,364. 

There is no impact on the profit/(loss) for the year.

Amounts receivable from subsidiaries

In prior years, the Company's receivable from subsidiaries was incorrectly added against the investment in subsidiary balance. As a result, the Company's receivable from subsidiaries was understated by GBP5,375,914 and the investments balance was overstated by GBP5,375,914. This presentation was corrected during the current year Financial Statements, and the comparative figures in the Statement of Financial Position and Investment note (note 11) were restated as:

   --    Investments decreased by GBP5,375,914. 
   --    Amount receivable from subsidiaries increased by GBP5,375,914. 

Consequently, further changes were needed to the related 'Financial Risk Management' note (note 20). These comprised firstly, a change in the 'Financial instruments by category' note to show the 'amounts receivable from subsidiaries' of GBP5.375m separately as an asset measured at 'amortised cost' as opposed to being included in 'Investments' in the 'fair value through profit or loss' category. Secondly, the 'Credit Risk' note was restated to show the GBP5.375m 'Amounts receivable from subsidiaries' in this note. Thirdly, the 'Liquidity Risk' note was restated to show the GBP5.375m separately as 'Amounts receivable from subsidiaries' as opposed to being included in the 'investments' category. Finally, the 'Currency Risk' note was restated to show the GBP5.375m 'Amounts receivable from subsidiaries' separately as opposed to being included in the 'investments' figure.

As a result of the change stated above, the presentation in the Cash flow statement has also been updated. In the prior year, the net movement is presented in one line which was a decrease in amounts payable to subsidiaries. However, this year the comparatives were updated as per below:

   --    Amounts receivable from subsidiaries increased by GBP3,545,422. 
   --    Amounts payable to subsidiaries decreased by GBP3,545,422. 

This change does not have any impact on the overall change in operating assets and liabilities.

Reclassification of liquidity risk analysis for financial liabilities

In prior years, the amount payable to subsidiaries was incorrectly included in the 'Over 5 years' category in the financial liabilities liquidity risk note (note 20). Given that the amounts are repayable on demand, these amounts have been correctly restated to be included in the 'Up to 3 months' category. As such, in the 2020 comparative disclosure 'Amounts payable to subsidiaries' of GBP38,746,850 has been restated from the 'Over 5 years' category to the 'Up to 3 months' category.

   2.        Net gains/ losses on investments 

Gains and losses on investments were as follows:

 
 
                                                                        Year ended 31 December 
                                             ------------------------------------------------------------------------- 
                                                               2021                                 2020 
-------------------------------------------  -----------  ------------  ---------  ----------  ------------  --------- 
  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 
-------------------------------------------  -----------  ------------  ---------  ----------  ------------  --------- 
  Quoted                                               -             -          -       (716)             -      (716) 
  Unquoted                                           (5)             -        (5)           -            25         25 
  Funds                                                -             -          -           -             -          - 
-------------------------------------------  -----------  ------------  ---------  ----------  ------------  --------- 
                                                     (5)             -        (5)       (716)            25      (691) 
-------------------------------------------  -----------  ------------  ---------  ----------  ------------  --------- 
  Credit/(charge) for incentive plans                                           1                                 (68) 
                                                                        ---------                            --------- 
                                                                              (4)                                (759) 
                                                                        ---------                            --------- 
  Investment portfolio of subsidiaries 
  Asset type 
------------------------------------------- 
  Quoted                                               -           186        186         381         (598)      (217) 
  Unquoted                                             -          (90)       (90)         121           924      1,045 
  Funds                                                -         2,473      2,473           -       (2,190)    (2,190) 
-------------------------------------------  -----------  ------------  ---------  ----------  ------------  --------- 
                                                       -         2,569      2,569         502       (1,864)    (1,362) 
-------------------------------------------  -----------  ------------  ---------  ----------  ------------  --------- 
  Total                                              (5)         2,569      2,565       (214)       (1,839)    (2,121) 
-------------------------------------------  -----------  ------------  ---------  ----------  ------------  --------- 
  (Charge)/credit for incentive plans                                        (10)                                   68 
                                                                        ---------                            --------- 
                                                                            2,555                              (2,053) 
  Operating and similar income/(expense) of 
   subsidiaries*                                                            1,282                              (1,194) 
                                                                            3,837                              (3,247) 
-------------------------------------------  -----------  ------------  ---------  ----------  ------------  --------- 
 
 

*Includes operating and legal costs and taxation charges of subsidiaries.

In September 2020, a subsidiary of the Company deposited GBP7.0 million for an investment in Dacian Petroleum, a Romanian oil and gas production company. On 19 November 2021, the transaction was completed, recognising investment acquisition cost of GBP6.7 million. The investment is structured primarily as debt with a 7-year maturity and bearing compounded interest at 14% per annum from 20 September 2020. During the year, a net interest of GBP1.2 million (2020: GBPnil) was recognised.

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 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.        Dividend income 

Dividend income received is accounted for when the right to receive payments is established and the amount of the dividend can be measured reliably.

   5.        Operating expenses 

Operating expenses comprise administrative expenses and include the following:

 
                                                    Year ended 31 December 
                                                 -------------------------- 
                                                         2021          2020 
                                                      GBP'000       GBP'000 
----------------------------------------------   ------------  ------------ 
  Directors remuneration (note 6)                         716           708 
  Staff expenses (note 7)                                 309           169 
  Depreciation on right of use assets                      28            14 
  Other administrative expenses                           752           572 
  Foreign currency exchange differences                   130         (275) 
  Auditor's remuneration 
  Fees to Company auditor                                  53            55 
         - parent company                                  35            38 
         - interim review for LMS Capital Plc              18            17 
                                                        1,988         1,243 
 ----------------------------------------------  ------------  ------------ 
 
 

The audit fee comprises of GBP34,500 (2020: GBP38,000) for LMS Capital Plc, GBP18,250 (2020: GBP17,000) for the interim review. Audit fees for the subsidiaries of GBP72,500 (2020: GBP75,000) directly charged to subsidiaries.

   6.        Directors' Remuneration 
 
                                                        Year ended 31 December 
                                                     -------------------------- 
                                                             2021          2020 
                                                          GBP'000       GBP'000 
--------------------------------------------------   ------------  ------------ 
  Directors' remuneration                                     570           593 
  Directors' social security contributions                     92            62 
  Directors' other benefit                                     54            53 
                                                              716           708 
 --------------------------------------------------  ------------  ------------ 
 
  The highest paid Director was Nicholas Friedlos 
   (2020 - Nicholas Friedlos)                                 349           362 
---------------------------------------------------  ------------  ------------ 
 
 

The average number of Directors was as follows:

 
                                     31 December 2021              31 December 2020 
                                -------------------------  ------------------------------- 
                                  Male    Female    Total    Male      Female        Total 
------------------------------  ------  --------  -------  ------  ----------  ----------- 
  Average number of Directors        5         -        5       5           -            5 
------------------------------  ------  --------  -------  ------  ----------  ----------- 
                                     5         -        5       5           -            5 
------------------------------  ------  --------  -------  ------  ----------  ----------- 
 
   7.        Staff Expenses 
 
                                                 Year ended 31 December 
                                              -------------------------- 
                                                      2021          2020 
                                                   GBP'000       GBP'000 
-------------------------------------------   ------------  ------------ 
  Wages and salaries                                   253           144 
  Employers' social security contributions              30            13 
  Employers' other benefits                             26            12 
--------------------------------------------  ------------  ------------ 
                                                       309           169 
 -------------------------------------------  ------------  ------------ 
 

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:

 
                              2021    2020 
  Average number of staff        5       4 
--------------------------  ------  ------ 
                                 5       4 
--------------------------  ------  ------ 
 
   8.        Taxation 
 
                                                                                Year ended 31 December 
                                                                             -------------------------- 
                                                                                     2021          2020 
                                                                                  GBP'000       GBP'000 
--------------------------------------------------------------------------   ------------  ------------ 
  Current tax expense 
  Current year                                                                          -             - 
--------------------------------------------------------------------------   ------------  ------------ 
  Total tax expense                                                                     -             - 
--------------------------------------------------------------------------   ------------  ------------ 
   Reconciliation of tax expense                                                Year ended 31 December 
                                                                             -------------------------- 
                                                                                     2021          2020 
                                                                                  GBP'000       GBP'000 
--------------------------------------------------------------------------   ------------  ------------ 
  Profit/(loss) before tax                                                          1,872       (4,396) 
---------------------------------------------------------------------------  ------------  ------------ 
  Corporation tax using the Company's domestic tax rate - 19% (2020: 19%)             356         (835) 
  Fair value adjustments not currently taxed                                        (486)           390 
  Non-deductible expenses/(income)                                                  (214)           238 
  Difference between taxable and accounting profit on disposal                         29           301 
  Capital allowances                                                                  (3)             - 
  Company relief                                                                      406           672 
  Deferred tax asset not recognised                                                   155             - 
  Transfer pricing                                                                  (243)         (766) 
  Total tax expense                                                                     -             - 
---------------------------------------------------------------------------  ------------  ------------ 
 

As at year end, there are cumulative potential deferred tax assets of GBP2.205 million (2020: GBP1.512 million) in relation to the Company's cumulative tax losses of GBP8.819 million (2020: GBP7.956 million). It is unlikely that the Company will generate sufficient taxable profits in future to utilise these amounts and therefore no deferred tax asset has been recognised in the current or prior year.

   9.        Profit/(loss) 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 
                                                                         --------------------------- 
                                                                                 2021           2020 
                                                                              GBP'000        GBP'000 
-----------------------------------------------------------------------  ------------  ------------- 
  Profit/(loss) 
  Profit/(loss) for the purposes of profit/(loss) per share 
  being net profit/(loss) attributable to equity holders of the parent          1,872        (4,396) 
-----------------------------------------------------------------------  ------------  ------------- 
 
                                                                               Number         Number 
                                                                         ------------  ------------- 
  Number of shares 
  Weighted average number of ordinary shares for the 
  purposes of basic profit/(loss) per share                                80,727,450     80,727,450 
-----------------------------------------------------------------------  ------------  ------------- 
 
 
  Profit/(loss) per share                                                       Pence          Pence 
-----------------------------------------------------------------------  ------------  ------------- 
  Basic                                                                           2.3          (5.4) 
  Diluted                                                                         2.3          (5.4) 
-----------------------------------------------------------------------  ------------  ------------- 
 

The Company share awards issued will be dilutive when vested.

   10.     Dividends paid 

Dividends declared during the year ending 31 December 2021 are as follows.

 
                                                                                                 Dividend 
                                                                                   Dividend     per share 
                                        Dividend date        Payment Date           GBP'000           GBP 
------------------------------------  -------------------  --------------------  ----------  ------------ 
  First dividend payment for 2020       20 December 2019     09 January 2020          3,431        0.0425 
  Second dividend payment for 2020      14 August 2020       07 September 2020          242        0.0030 
------------------------------------  -------------------  --------------------  ----------  ------------ 
  Total as at 31 December 2020                                                        3,673        0.0455 
 
  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 
-------------------------------------------------------------------------------  ----------  ------------ 
 

A final dividend of 0.6p per share is recommended by the Board and, subject to approval by shareholders at the AGM on May 2022, will be paid out in early June 2022.

   11.     Investments 

The Company's investments comprised the following:

 
                                            Year ended 31 December 
                                         -------------------------- 
                                                               2020 
                                               2021      (Restated) 
                                            GBP'000         GBP'000 
---------------------------------------  ----------  -------------- 
  Total investments                          68,461          65,235 
---------------------------------------  ----------  -------------- 
  These comprise: 
  Investment portfolio of the Company             -             755 
  Investment portfolio of subsidiaries       30,938          21,438 
---------------------------------------  ----------  -------------- 
  Investment portfolio - total               30,938          22,193 
  Other net assets of subsidiaries           37,523          43,042 
---------------------------------------  ----------  -------------- 
                                             68,461          65,235 
---------------------------------------  ----------  -------------- 
 

The carrying amounts of the Company's and its subsidiaries' investment portfolios were as follows:

 
                                                                  31 December 2020 
                                            31 December 2021         (Restated) 
                                         --------------------  -------------------- 
  Investment portfolio of the 
   Company 
  Asset type                               GBP'000    GBP'000    GBP'000    GBP'000 
---------------------------------------  ---------  ---------  ---------  --------- 
  Quoted                                                    -                     - 
  Unquoted direct                                           -                   755 
  Funds                                                     -                     - 
---------------------------------------  ---------  ---------  ---------  --------- 
                                                            -                   755 
---------------------------------------  ---------  ---------  ---------  --------- 
 
  Investment portfolio of subsidiaries 
  Asset type 
---------------------------------------  ---------  ---------  ---------  --------- 
  Quoted                                       383                   197 
  Unquoted direct                           16,626                 9,383 
  Funds                                     13,929                11,858 
---------------------------------------  ---------  ---------  ---------  --------- 
                                            30,938                22,193 
  Other net assets of subsidiaries          37,523                43,042 
---------------------------------------                        ---------  --------- 
                                            68,461     68,461     65,235     65,235 
---------------------------------------  ---------  ---------  ---------  --------- 
                                                       68,461                65,235 
---------------------------------------  ---------  ---------  ---------  --------- 
 

The movements in the investment portfolio were as follows:

 
                                          Quoted      Unquoted 
                                      securities    securities      Funds      Total 
                                         GBP'000       GBP'000    GBP'000    GBP'000 
  Carrying value 
  Balance at 1 January 2020                8,421         9,713     14,107     32,241 
  Purchases                                  424           249        906      1,579 
  Disposal proceeds                      (7,715)             -          -    (7,715) 
  Distributions from partnerships              -         (894)      (965)    (1,859) 
  Fair value adjustments                   (933)         1,070    (2,190)    (2,053) 
                                    ------------  ------------  ---------  --------- 
  Balance at 31 December 2020                197        10,138     11,858     22,193 
----------------------------------  ------------  ------------  ---------  --------- 
 
 
                                               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)    (1,916) 
  Contribution to partnerships                      -           115         43         43 
  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.

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 20 - Financial risk management).

The Company's investments are analysed as follows:

 
                                 31 December 
                          ------------------------ 
                                              2020 
                               2021     (Restated) 
                            GBP'000        GBP'000 
----------  -----  -----  ---------  ------------- 
  Level 1                         -              - 
  Level 2                         -            755 
  Level 3                    68,461         64,480 
------------------------  ---------  ------------- 
                             68,461         65,235 
  ----------------------  ---------  ------------- 
 

Level 3 includes:

 
                                                              31 December 
                                                       ------------------------ 
                                                                           2020 
                                                            2021     (Restated) 
                                                         GBP'000        GBP'000 
---------------------------------------  -----  -----  ---------  ------------- 
  Investment portfolio of subsidiaries                    30,938         21,438 
  Other net assets of subsidiaries                        37,523         43,042 
-----------------------------------------------------  ---------  ------------- 
                                                          68,461         64,480 
  ---------------------------------------------------  ---------  ------------- 
 

Investment portfolio of subsidiaries includes quoted investments of GBP383,000 (2020: GBP197,000).

There were no transfers between levels during the year ending 31 December 2021.

   12.      Operating and other receivables 
 
                                             31 December 
                                        -------------------- 
                                             2021       2020 
                                          GBP'000    GBP'000 
                                        ---------  --------- 
  Other receivables and prepayments            51         67 
                                        ---------  --------- 
                                               51         67 
  ------------------------------------  ---------  --------- 
 
 
   13.      Cash and cash equivalents 
 
                           31 December 
                      -------------------- 
                           2021       2020 
                        GBP'000    GBP'000 
------------------    ---------  --------- 
  Bank balances             351      2,221 
  Demand deposits        14,167     14,164 
--------------------  ---------  --------- 
                         14,518     16,385 
  ------------------  ---------  --------- 
 

At 31 December 2021, the total Group's cash balance is GBP20.113 million (2020: GBP20.590) which includes cash held in subsidiaries of GBP5.595 million (2020: GBP4.205 million).

   14.      Amounts receivable from subsidiaries 
 
                                                31 December 
                                           -------------------- 
                                                2021       2020 
                                             GBP'000    GBP'000 
                                           ---------  --------- 
  Amounts receivable from subsidiaries         5,191      5,375 
                                           ---------  --------- 
                                               5,191      5,375 
  ---------------------------------------  ---------  --------- 
 
 
   15.      Operating and other payables 
 
                                                         31 December 
                                                    -------------------- 
                                                         2021       2020 
                                                      GBP'000    GBP'000 
  Carried interest provision                               35         68 
  Trade payables                                           43         32 
  Other non-trade payables and accrued expenses           316        315 
--------------------------------------------------  ---------  --------- 
                                                          394        415 
  Other long-term lease liabilities                        75        102 
--------------------------------------------------  ---------  --------- 
                                                          469        517 
  ------------------------------------------------  ---------  --------- 
 

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 2021, GBP35,000 (2020: GBP68,000) has been accrued for in the Company and GBP438,000 (2020: GBP424,000) 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.

   16.      Amounts payable to subsidiaries 
 
                                           31 December 
                                      -------------------- 
                                           2021       2020 
                                        GBP'000    GBP'000 
                                      ---------  --------- 
  Amounts payable to subsidiaries        38,740     38,747 
                                      ---------  --------- 
                                         38,740     38,747 
  ----------------------------------  ---------  --------- 
 
 
   17.      Capital and reserves 

Share capital

 
                                                 2021       2021                      2020       2020 
  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 
  Repurchase of shares                              -          -                         -          - 
                                                                  ------------------------  --------- 
  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.

   18.      Share awards 

In the prior year, 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 Value Creation Plan ("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 total shareholder return ("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 recognized 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 2021.

 
     Grant date       Type of award     Number of shares    Fair value/     Vesting conditions      Final vesting date 
                                                 awarded          share 
                                                                    GBP 
------------------  ---------------  -------------------  -------------  ---------------------  ---------------------- 
  30 June 2020               Shares                  500         418.44            Awards vest            30 June 2025 
                                                                              quarterly over 5 
                                                                            years provided the 
                                                                             employee is still 
                                                                             in service of the 
                                                                                      Company. 
  17 November 2020           Shares                  125         393.63            Awards vest            30 June 2025 
                                                                              quarterly over 5 
                                                                            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 of fair value of instrument 
----------------------------------  --------------------  ---------------------------------------------- 
  Outstanding at 1 January 2020                        -                                               - 
  Granted                                            625                                          413.48 
  Settled in equity                                    -                                               - 
---------------------------------- 
  Outstanding at 31 December 2020                    625                                          413.48 
------------------------------------  ------------------  ---------------------------------------------- 
  Granted                                              -                                               - 
  Settled in equity                                    -                                               - 
----------------------------------    ------------------  ---------------------------------------------- 
  Outstanding at 31 December 2021                    625                                          413.48 
------------------------------------  ------------------  ---------------------------------------------- 
 
 
   19.      Leases 

Lease commitments

The Company leases rental space and information with regards to this lease is outlined below:

 
  Rental lease asset                                       GBP'000 
-------------------------------------------------------  --------- 
  Leased asset recognised under IFRS 16 at 1 July 2020         139 
  Depreciation for the year                                   (14) 
-------------------------------------------------------  --------- 
  Balance at 31 December 2020                                  125 
  Depreciation for the year                                   (28) 
-------------------------------------------------------  --------- 
  Balance as at 31 December 2021                                97 
-------------------------------------------------------  --------- 
 
 
  Rental lease liability                                   GBP'000 
-------------------------------------------------------  --------- 
  Leased asset recognised under IFRS 16 at 1 July 2020         139 
  Unwinding of the discount on lease liability                   4 
  Payments for lease                                          (16) 
-------------------------------------------------------  --------- 
  Balance at 31 December 2020                                  127 
  Unwinding of the discount on lease liability                   8 
  Payments for lease                                          (33) 
-------------------------------------------------------  --------- 
  Balance as at 31 December 2021                               102 
-------------------------------------------------------  --------- 
 

Further information regarding the adoption of IFRS 16 is detailed in note 1.

   20.      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 
                                                                                                 2020 
                                                          2021                                 (Restated) 
                                         -------------------------------------  ------------------------------------- 
                                                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                                 68,461              -     68,461       65,235              -     65,235 
  Amounts receivable from subsidiaries             -          5,191      5,191            -          5,375      5,375 
  Operating and other receivables                  -             41         41            -             67         67 
  Cash and cash equivalents                        -         14,518     14,518            -         16,385     16,385 
---------------------------------------                                         -----------  -------------  --------- 
  Total                                       68,461         19,750     88,211       65,235         21,827     87,062 
---------------------------------------  -----------  -------------  ---------  -----------  -------------  --------- 
 
 
                                                                      31 December 
                                                      2021                                   2020 
                                    --------------------------------------  ------------------------------------- 
                                            Fair                                   Fair 
                                           Value                                  Value 
                                         through    Measured at                 through    Measured 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                 -            367        367            -            390        390 
  Amounts payable to subsidiaries              -         38,740     38,740            -         38,747     38,747 
  Lease liabilities                            -            102        102            -            127        127 
----------------------------------  ------------  -------------  ---------  -----------  -------------  --------- 
  Total                                        -         39,209     39,209            -         39,264     39,264 
----------------------------------  ------------  -------------  ---------  -----------  -------------  --------- 
 

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 and cash equivalents.

 
                                                                            31 December 
                                                                     ------------------------ 
                                                                                         2020 
                                                                          2021     (Restated) 
                                                                       GBP'000        GBP'000 
---------------------------------------  -----  -----  -----  -----  ---------  ------------- 
  Amounts receivable from subsidiaries                                   5,191          5,375 
  Operating and other receivables                                           41             67 
  Debt Investments                                                           -            600 
  Cash and cash equivalents                                             14,518         16,385 
                                                                        19,750         22,427 
    ---------------------------------------------------------------  ---------  ------------- 
 

The Company limits its credit risk exposure by only depositing funds with highly rated institutions. Cash holdings at 31 December 2021 and 2020 were held in institutions currently rated A or better by Standard and Poor's. 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 2021 and 31 December 2020 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 
  2021                   GBP'000             GBP'000             GBP'000              GBP'000    GBP'000 
---------------------  ---------  ------------------  ------------------  -------------------  --------- 
  Expected loss rate           -                   -                   -                 100%          - 
  Other receivables           41                   -                   -                    -         41 
  Total                       41                   -                   -                    -         41 
---------------------  ---------  ------------------  ------------------  -------------------  --------- 
 
 
                                           More than           More than            More than 
                         Current    30 days past due    60 days past due    120 days past due      Total 
  2020                   GBP'000             GBP'000             GBP'000              GBP'000    GBP'000 
---------------------  ---------  ------------------  ------------------  -------------------  --------- 
  Expected loss rate           -                   -                   -                 100%          - 
  Trade receivables            -                   -                   -                   59         59 
  Other receivables           67                   -                   -                    -         67 
  Loss allowance               -                   -                   -                 (59)       (59) 
  Total                       67                   -                   -                    -         67 
---------------------  ---------  ------------------  ------------------  -------------------  --------- 
 

The Company recognised credit losses of the full value of receivable for trade receivables not recovered after 4 months. As at 31 December 2021, the Company does not have outstanding trade receivable (2020: GBP59,000).

For the year ending 31 December 2021, 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 (2020: 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 2021 and 31 December 2020.

Financial assets:

 
                                                 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 and cash equivalents                     14,518          -          -           -     14,518 
  Total                                         14,559          -          -      73,652     88,211 
---------------------------------------  -------------  ---------  ---------  ----------  --------- 
 
 
                                                 Up to       3-12        1-5        Over 
                                              3 months     months      years     5 years      Total 
  2020 (Restated)                              GBP'000    GBP'000    GBP'000     GBP'000    GBP'000 
---------------------------------------  -------------  ---------  ---------  ----------  --------- 
  Investment                                         -          -          -      65,235     65,235 
  Amounts receivable from subsidiaries               -          -          -       5,375      5,375 
  Operating and other receivables                   67          -          -           -         67 
  Cash and cash equivalents                     16,385          -          -           -     16,385 
  Total                                         16,452          -          -      70,610     87,062 
---------------------------------------  -------------  ---------  ---------  ----------  --------- 
 

Financial liabilities:

 
                                           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 
---------------------------------  -------------  ---------  ---------  ----------  --------- 
 
 
                                           Up to       3-12        1-5        Over 
                                        3 months     months      years     5 years      Total 
  2020 (Restated)                        GBP'000    GBP'000    GBP'000     GBP'000    GBP'000 
                                                  ---------  --------- 
  Operating and other payables               390          -          -           -        390 
  Amount payable to subsidiaries          38,747          -          -           -     38,747 
  Lease liabilities                            6         19        102           -        127 
  Total                                   39,143         19        102           -     39,264 
                                                  ---------  --------- 
 

In addition, some of the Company's subsidiaries have uncalled capital commitments to funds of GBP2,665,000 (31 December 2020: GBP2,717,000) for which the timing of payment is uncertain (see note 21).

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 73% 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 
                                                                                          2020 
                                                        2021                           (Restated) 
                                                GBP        USD      Other         GBP        USD      Other 
                                            GBP'000    GBP'000    GBP'000     GBP'000    GBP'000    GBP'000 
  Investments                                44,794     22,554      1,113      48,995     15,040      1,200 
  Amounts receivable from subsidiaries        5,172         11          8       5,375          -          - 
  Right of use assets                            97          -          -         125          -          - 
  Operating and other receivables                41          -          -          67          -          - 
  Cash and cash equivalents                  14,018        500          -      15,830        555          - 
  Operating and other payables                (434)       (35)          -       (517)          -          - 
  Amount payable to subsidiaries           (31,597)    (7,011)      (132)    (38,747)          -          - 
  Gross exposure                             32,091     16,019        989      31,128     15,595      1,200 
  Forward exchange contracts                      -          -          -           -          -          - 
  Net exposure                               32,091     16,019        989      31,128     15,595      1,200 
 
 
  The aggregate net foreign exchange profit/(loss) recognised in profit or loss were: 
 
                                                                                                      31 December 
                                                                                                      2021       2020 
                                                                                                   GBP'000    GBP'000 
  Net foreign exchange profit/(loss) on investment                                                      21       (90) 
  Net foreign exchange profit/(loss) on non-investment                                                 172      (577) 
  Total net foreign exchange profit/(loss) recognised in profit before income tax for the year         193      (667) 
 

At 31 December 2021, the rate of exchange was USD $1.35 = GBP1.00 (31 December 2020: $1.37 = GBP1.00).

A 10% strengthening of the US dollar against the pound sterling would have increased equity and increased profit by GBP1.8 million at 31 December 2021 (31 December 2020: increased equity and increased profit by GBP1.7 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 GBP1.5 million (2020: decreased equity and increased the loss by GBP1.7 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 and cash equivalents are 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 GBP155,000 (31 December 2020: increase of GBP207,000) and increased the profit for the year by GBP155,000 (2020: decreased the loss GBP207,000). 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 USA. 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 2021 in measuring investments categorised as level 3 in note 11 are considered below:

-- Unquoted securities (carrying value GBP16.6 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 5 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 40%, 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 2021). 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.

The valuation of the investments in subsidiaries makes use of multiple interdependent significant unobservable inputs and it is impractical 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.

If the valuation for level 3 category investments declined by 10% from the amount at the reporting date, with all other variables held constant, the profit for the year ended 31 December 2021 would have decreased by GBP6.8 million (2020: loss increased by GBP6.5 million). An increase in the valuation of level 3 category investments by 10% at the reporting date would have an equal and opposite effect.

Capital management

The Company's total capital at 31 December 2021 was GBP49 million (31 December 2020: GBP48 million) comprising equity share capital and reserves. The Company had borrowings at 31 December 2021 of GBPnil (31 December 2020: 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. 
   21.      Capital commitments 
 
                                            31 December 
                                       -------------------- 
                                            2021       2020 
                                         GBP'000    GBP'000 
  Outstanding commitments to funds         2,665      2,717 
 

The outstanding capital commitments to funds comprise unpaid calls in respect of funds where a subsidiary of the Company is a limited partner.

As of 31 December 2021, the Company has no other contingencies or commitments to disclose (2020: GBPnil).

   22.      Related party transaction 

The Directors' fees paid for the year were GBP722,000 (2020: GBP708,000).

In the prior year, the Company entered into a lease agreement with The Rayne Foundation in respect of the premises comprising its principal office. Under the terms of the lease, the Company paid rent of GBP32,780 (2020: GBP16,390) to The Rayne Foundation. Robert Rayne is the Chairman of The Rayne Foundation.

   23.      Subsequent events 

The Company is monitoring the impact of the Russian invasion of Ukraine on each of its portfolio investments and overall business. The ultimate outcome is highly uncertain and difficult to predict

Elateral, an investment in the digital marketing sector, utilises contract staff in Ukraine, Russia and Belarus for its software development and has developed a contingency plan to manage any disruption that may occur. The situation remains highly uncertain, and the Company will continue monitoring developments closely.

There are no other subsequent events that would materially affect the interpretation of these Financial Statements.

   24.      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 
 

During the year, LMS Capital (General Partner) Limited was liquidated.

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.

   25.      Net asset value per share 

The net asset value per ordinary shares in issue are as follows:

 
                                                  31 December 
                                                  2021           2020 
  NAV (GBP'000)                                 49,109         47,923 
  Number of ordinary shares in issue        80,727,450     80,727,450 
  NAV per share (in pence)                 60.83 pence    59.36 pence 
 

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END

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March 10, 2022 02:00 ET (07:00 GMT)

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