SDV 2025 ZDP plc

Half-Yearly Report

for the six months ended 31 October 2023

The Half-Yearly Report can be accessed via the Investment Manager's website at www.chelvertonam.com or by contacting the Company Secretary on 01245 398950.

This interim report should be read in conjunction with the Half-Yearly report of Chelverton UK Dividend Trust PLC ('SDV').

COMPANY SUMMARY

SDVP investment objective & policy

The objective of SDVP is to provide the final capital entitlement of the ZDP shares, of 133.18p per share, to the holders of the ZDP shares at the redemption date of 30 April 2025. The proceeds of the placing of the ZDP shares have been lent to SDV under a contribution agreement and the funds are managed in accordance with the investment policy of SDV, which is as follows (as extracted from the Annual Report of SDV):

·      the Company will invest in equities in order to achieve its investment objectives, which are to provide both income and capital growth, predominantly through investment in mid and smaller capitalised UK companies admitted to the Official List of the UK Listing Authority and traded on the London Stock Exchange Main Market, traded on AIM or traded on other qualifying UK marketplaces.

·      the Company will not invest in preference shares, loan stock or notes, convertible securities or fixed interest securities or any similar securities convertible into shares; nor will it invest in the securities of other investment trusts or in unquoted companies. The Company may retain investments in companies which cease to be listed after the initial investment was made, so long as the total is non-material in the context for the overall portfolio; however, the Company may not increase its exposure to such investments.

SDVP has a capital structure comprising unlisted Ordinary shares and ZDP shares listed on the Official List and traded on the London Stock Exchange by way of a standard listing. SDVP is a wholly owned subsidiary of SDV which is a closed-ended investment company. On 8 January 2018, 10,977,747 ZDP shares were converted from SDVP at 100p per share, and 1,802,336 ZDP shares were placed at 100p per share and this raised a net total of £12.4 million. The expenses of the placing were borne by SDV.  On 11 April 2018, SDVP placed an additional 1,419,917 ZDP shares at 103p per share and this raised a net total of £1.4 million.  On 10 May 2018, SDVP placed an additional 100,000 ZDP shares at 104.5p per share and this raised a net total of £0.1 million.  On 15 May 2018, SDVP placed an additional 200,000 ZDP shares at 104.25p per share and this raised a net total of £0.2 million. The expenses of the placing were borne by SDV.

A contribution agreement between SDV and SDVP has also been made whereby SDV will undertake to contribute sufficient to ensure that SDVP will have in aggregate sufficient assets on 30 April 2025 to satisfy the final capital entitlement of the ZDP shares of 133.18p per share, being £19,311,100 in total. This assumes that the parent company and the Company have sufficient assets  as at  30 April 2025 to repay the ZDP shares. To this extent the Company is reliant upon the investment performance of the parent company and subject to the principal risks as set out in the Annual Report of SDV.

To protect the interests of ZDP Shareholders, the contribution agreement contains a restriction on the Group incurring any other borrowings (other than short-term indebtedness in the normal course of business, such as when settling share transactions) except where such borrowings are for the purpose of paying the final capital entitlement due to holders of ZDP shares.

Based on the value of the Group's assets as at 31 October 2023 they would have to fall at a rate of 57.89% per annum for the Company to be unable to meet the full capital repayment entitlements of the ZDP shares on the scheduled repayment date of 30 April 2025.

Change of Auditor

The Company's auditor, Hazlewoods LLP, resigned with effect from 31 October 2023 on the grounds that they have taken the decision to no longer continue their registration as an auditor eligible to undertake Public Interest Entity audits.

The Company's Audit Committee carried out a formal, competitive tender process and, after careful consideration, recommended to the Board the appointment of Johnston Carmichael LLP as the Company's new auditors. This appointment was approved by the Board.

Johnston Carmichael LLP will carry out the audit of the Company's annual report and accounts for the year ending 30 April 2024 and their appointment will be put to a vote of the shareholders at the Company's next Annual General Meeting in September 2024.

Registered in England No: 11031268

INTERIM MANAGEMENT REPORT

For details of the Group's activities, development and performance during the six months ended 31 October 2023 Shareholders should refer to the Half-Yearly Report of SDV, which can be found on the Investment Manager's website. www.chelvertonam.com or is available for inspection at the NSM, which is situated at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

David Horner

Chelverton Asset Management Limited

27 November 2023

PRINCIPAL RISKS

The principal risks facing the Company are substantially unchanged since the date of the Annual Report for the year ended 30 April 2023 and continue to be as set out on pages 11 to 13 of SDV's Annual Report for the year ended 30 April 2023.  

In addition, and due to the Company's dependence on SDV to repay the loan and provide a contribution to meet the capital entitlement of the ZDP Shareholders, the other risks faced by the Company are considered to be the same as for SDV. These are defined in note 21 of SDV's Annual Report for the year ended 30 April 2023 and include the following: market risk, discount volatility, regulatory risks, financial risk, political risk, global pandemics risk and risks associated with accounting policies, gearing and the loss of key personnel.

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF

THE HALF-YEARLY REPORT

We confirm that to the best of our knowledge:

·      the condensed set of financial statements has been prepared in compliance with the IAS34 'Interim Financial Reporting' and gives a true and fair view of the assets, liabilities and financial position of the Company; and

·      the interim management report and notes to the Half-Yearly Report include a fair view of the information required by:

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of the important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last Annual Report that could do so.

This Half-Yearly Report was approved by the Board of Directors on 27 November 2023 and the above responsibility statement was signed on its behalf by Howard Myles, Chairman.

STATEMENT OF COMPREHENSIVE INCOME (unaudited)

for the six months ended 31 October 2023

The total column of this statement is the Statement of Comprehensive Income of the Company, prepared in accordance with International Accounting Standards and in conformity with the requirements of the Companies Act 2006. The supplementary revenue and capital return columns are presented for information purposes as recommended by the Statement of Recommended Practice issued by the Association of Investment Companies ('AIC').

All items in the above statement derive from continuing operations.

Statement of Changes in Net Equity

for the six months ended 31 October 2023

BALANCE SHEET (unaudited)

as at 31 October 2023

NOTES TO THE HALF-YEARLY REPORT

For the six months ended 31 October 2023

1.   General information

The financial information contained in this Half-Yearly Report does not constitute statutory financial statements as defined in Section 434 of the Companies Act 2006. The statutory financial statements for the year ended 30 April 2023, which contained an unqualified auditors' report, have been lodged with the Registrar of Companies and did not contain a statement required under the Companies Act 2006. The financial statements of the Company have been prepared in accordance with International Accounting Standards and applicable requirements of UK company law and reflect the following policies which have been adopted and applied consistently.

The financial information of the Company for the period ended 31 October 2023 has also been consolidated into the results of SDV for the six months ended 31 October 2023.

This Half-Yearly Report has not been reviewed by the Company's Auditors.

This Half-Yearly Report has been prepared using accounting policies set out in note 2 of the Company's audited financial statements for the year ended 30 April 2023.

2.   Taxation

There is no charge to United Kingdom income taxation as the Company does not have any income. There are no deferred tax assets in respect of unrelieved excess expenses as all expenses are borne by SDV.

3. Return per ZDP share

The capital return per ZDP share is based on appropriations of £354,000 (30 April 2023: £680,000) and on 14,500,000 (30 April 2023: 14,500,000) being the weighted average number of ZDP shares in issue during the period.

4. Net asset value per ZDP share

The net asset value per ZDP share is based on the net assets attributable of £18,220,000 (30 April 2023: £17,866,000) and on 14,500,000 (30 April 2023: 14,500,000) being the number of ZDP shares in issue during the period.

5. Going concern

The Company will fulfil its investment objective through the contribution agreement it has with SDV. The contribution from SDV will provide the capital entitlement of the ZDP Shareholders. The principal risk the Company faces, is therefore, that SDV would not have sufficient assets to repay the loan and to make a contribution to fulfil the amount of the capital entitlement due to the ZDP Shareholders. Covenants are in place between SDV and the Company that ensure that SDV will not undertake certain actions in relation to both itself and the Company.

Due to the Company's dependence on SDV to repay the loan and provide a contribution to meet the capital entitlement of the ZDP Shareholders, other risks faced by the Company are considered to be the same as for SDV and these are defined in note 21 of SDV's Annual Report.

SDV has considerable financial resources and therefore the Directors believe that the Company is well placed to manage its business risks and also believe that SDV will have sufficient resources to continue in operational existence for the foreseeable future. Accordingly, they have prepared this Half-Yearly Report on the going concern basis.

6. Related party transactions

There were no related party transactions in the period.