TIDMOIT
RNS Number : 0692I
Odyssean Investment Trust PLC
30 November 2022
ODYSSEAN INVESTMENT TRUST PLC
(the "Company", the "Trust" or "OIT")
INTERIM REPORT FOR THE SIX MONTHSED 30 SEPTEMBER 2022
Odyssean Investment Trust PLC has today released its half-yearly
report for the six months ended 30 September 2022.
The half-yearly report and other information will be available
via www.oitplc.com
A copy of the half-yearly report will also be submitted to the
National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Significant value opportunities in UK smaller companies
Highlights
-- NAV per share is at 149.8p from 164.0p; a change of (8.7%)
-- Net assets currently at GBP155.9m
-- Since IPO over four and half years ago the longer-term
performance is strong with the NAV per share increasing by more
than 52%
-- Performance loss of comparator index the NSCI ex IT plus AIM index was (18.5)%
-- Annualised ongoing charge of 1.44%
-- The trust's first realisation facility is coming up in the seventh year, starting 1 May 2024
-- Investment approach remains core to the private equity
philosophy adopted - highly focused, long-term engaged 'ownership'
style investment to public markets
Jane Tufnell
Chairman of Odyssean Investment Trust PLC (OIT)
"The performance of the Company is creditable against the broad
peer group of UK smaller companies and underlying markets during a
period of considerable market turmoil.
I am reassured at our longer performance, since launch the NAV
per share has increased by more than 52%, during which time the
relevant equity markets have made negligible progress. Our
management team are navigating these markets and the vast majority
of the growth in the Company since launch has been organic due to
strong performance delivered by Stuart Widdowson and Ed
Wielechowski.
The universe in which the OIT invests, UK smaller companies, is
seeing significant absolute value opportunities as well as relative
and absolute mispricing.
The numerous takeover approaches received, at very significant
premia, demonstrates that Stuart and Ed can identify and execute
investments in often illiquid companies at attractive
valuations.
UK equities, especially UK smaller companies with substantial
overseas operations, look inexpensive, even taking into account the
prospect of some earnings weakness. Whilst neither the Board nor
the Portfolio Manager wishes to see the investment universe shrink
further nor UK quoted companies being bought on the cheap by
opportunists, we both believe that in the absence of a re-rating
back to typical levels, many look vulnerable to overseas
predators."
Stuart Widdowson | Ed Wielechowski,
Portfolio Managers of Odyssean Investment Trust PLC (OIT)
"We believe that UK equities are being de-rated more acutely
than other equity markets due to a number of factors including, but
not limited to, political instability, domestic economic concerns
and UK equities continuing to become a smaller part of the MSCI
Global indices. Over the past few weeks, the nature of selling has
changed, with share price behaviours indicating more forced selling
of shares, regardless of fundamentals. We believe that such
conditions are consistent with the last phases of a bear market,
typically leading up to some capitulation - either an event or
series of events. Once markets reset, they begin to climb the "wall
of worry".
We remain extremely positive about the potential of the existing
portfolio to generate attractive medium to long term returns via
self-help and the scope for M&A. Moreover, returns which we
think will continue to be differentiated compared with the
archetypal "growth" or "value" investment products in our broader
peer group. Sentiment will improve and our suspicion is that the
latter part of 2022/early 2023 may end up being a "good vintage"
for long term returns."
Financial Summary
Company performance As at 30 As at Change
September 31 March 2022
2022
Shareholders' funds GBP155.9m GBP157.8m (1.2)%
----------- --------------- -------
NAV per ordinary share 149.8p 164.0p (8.7)%
----------- --------------- -------
Share price per ordinary share 150.0p 166.0p (9.6)%
----------- --------------- -------
Share price premium/(discount)
to NAV per share 0.1% 1.2%
----------- --------------- -------
Past performance is not a guide to future performance and may
not be repeated. Capital at risk.
Press Enquiries
Stuart Widdowson, Odyssean Capital 07710 031620
Neil Langford, Winterflood Securities (Corporate
Broker) 020 3100 0160
Sarah Gibbons-Cook/Nick Croysdill, Quill PR (Media 07702 412680
Agency) / 07815 823412
OIT@quillpr.com
About Odyssean Investment Trust PLC
Odyssean Investment Trust PLC 'OIT' is a closed-ended investment
trust that seeks to deliver attractive returns to its clients by
investing in quality businesses and supporting them to deliver
superior returns. To achieve this the Board has appointed Odyssean
Capital LLP to manage the portfolio. OIT will remain a Small
Registered UK AIFM, with Frostrow providing risk management support
to the Board.
Odyssean Capital invests in a concentrated portfolio of
well-researched smaller companies, typically too small for
inclusion in the FTSE 250. Constructive corporate engagement is a
key part of the Portfolio Manager's approach, drawing on the
investment team's lengthy and successful track record in this area.
OIT has recently introduced formal ethical and sustainable
investment restrictions, which augment our approach to
engagement.
INVESTMENT OBJECTIVE
The investment objective of the Company is to achieve attractive
total returns per share principally through capital growth over a
long-term period.
INVESTMENT POLICY
The Company primarily invests in smaller company equities quoted
on markets operated by the London Stock Exchange, where the
Portfolio Manager believes the securities are trading below
intrinsic value and where this value can be increased through
strategic, operational, management and/or financial initiatives.
Where the Company owns an influencing stake, it will engage with
other stakeholders to help improve value. The Company may, at
times, invest in securities quoted on other recognised exchanges
and/or unquoted securities.
It is expected that the majority of the Portfolio by value will
be invested in companies too small to be considered for inclusion
in the FTSE 250 Index, although there are no specific restrictions
on the market capitalisation of issuers into which the Company may
invest.
The portfolio will typically consist of up to 25 holdings, with
the top 10 holdings accounting for the majority of the Company's
aggregate Net Asset Value ("NAV") across a range of industries. The
Company will adhere to an exclusion-based investment approach to
avoid investment in companies involved in activities the Company
deems unethical and/or unsustainable.
The Company may hold cash in the Portfolio from time to time to
maintain investment flexibility. There is no limit on the amount of
cash which may be held by the Company from time to time.
Investment restrictions
- No exposure to any investee company will exceed 15 per cent.
of Net Asset Value at the time of investment.
- The Company may invest up to 20 per cent. of Gross Assets at
the time of investment in unquoted securities where the issuer has
its principal place of business in the UK.
- The Company may invest up to 20 per cent. of Gross Assets at
the time of investment in quoted securities not traded on the
London Stock Exchange.
- The Company will not invest more than 10 per cent., in
aggregate, of Gross Assets at the time of investment in other
listed closed-end investment funds.
Ethical and sustainability investment restrictions
The Company will not invest (1) in companies which derive any
revenue from, or are engaged in:
- the production or direct distribution of pornography;
- the manufacture, production or retail of controversial
weapons2 (e.g. chemical, biological or nuclear weapons, cluster
munitions, landmines), civilian firearms and ammunition;
- the manufacture of alcohol and tobacco products;
- the ownership or operation of gambling facilities;
- sub-prime and/or predatory lending;
- oil and gas production (both conventional and unconventional,
including shale oil and gas, coal seam gas, coal bed methane,
thermal coal, tar sands, Arctic onshore/ offshore deepwater,
shallow water and other onshore/ offshore) and includes extraction
and refining;
- animal experimentation or animal testing, (a) where there is a
proven alternative and/or where testing is not mandated by
regulation; or (b) where there is no proven alternative and/ or the
experimentation or testing is mandated by regulation, but where the
investee company is not adhering to the "three Rs" ethics of
Replacement, Reduction and Refinement.
The Company will not invest more than 10 per cent., in
aggregate, of Gross Assets at the time of investment in companies
involved in distributing, licensing, retailing or supplying tobacco
and/or alcohol beverage products.
1 'The Company will base its analysis of an investee company's
revenues and activities on publicly available information, and will
exclude revenues and activities that are considered to be
de-minimis, being those that represent less than 1% of the investee
company's revenue.
2 Controversial weapons are those that have an indiscriminate
and disproportional humanitarian impact on civilian populations,
the effects of which can be felt long after military conflicts have
ended.
Borrowings
The Company does not intend to incur borrowings for investment
purposes, although the Company may, from time to time, utilise
borrowings over the short term for working capital purposes up to
10 per cent. of Net Asset Value at the time of borrowing.
Derivatives and Hedging
The Company will not use derivatives for investment purposes. It
is expected that the Company's assets will be predominantly
denominated in Sterling and, as such, the Company does not intend
to engage in hedging arrangements, however, the Company may do so
if the Board deems it appropriate for efficient portfolio
management purposes.
General
The Company will not be required to dispose of any asset or to
rebalance the Portfolio as a result of a change in the respective
valuations of its assets.
The Company intends to conduct its affairs so as to qualify as
an investment trust for the purposes of section 1158 of the CTA
2010.
Any material change to the Company's investment policy set out
above will require the approval of Shareholders by way of an
ordinary resolution at a general meeting and the approval of the
Financial Conduct Authority. Non-material changes to the investment
policy may be approved by the Board.
FINANCIAL SUMMARY
As at As at
30 September 31 March
Company performance 2022 2022 Change
Shareholders' funds GBP155.9m GBP157.8m (1.2)%
NAV per ordinary share 149.8p 164.0p (8.7)%
Share price per ordinary share 150.0p 166.0p (9.6)%
Share price premium to NAV per ordinary
share# 0.1% 1.2%
Six months
to
30 September Year to
2022 31 March 2022
Revenue (loss)/income per ordinary share* (0.1)p 0.5p
Capital (loss)/return per ordinary share* (14.5)p 23.5p
Total (loss)/return per ordinary share* (14.6)p 24.0p
Six months
to
30 September Year to
Performance 2022 31 March 2022
NAV total (loss)/return per ordinary share# (8.7)% 17.7%
NSCI ex IT plus AIM Index Total Return#** (18.5)% (2.1)%
Six months
to
30 September Year to
Cost of running the Company 2022 31 March 2022
Annualised ongoing charges# 1.44% 1.45%
* Based on the weighted average number of shares in issue during the period.
** Source: Bloomberg.
# Alternative Performance Measure ("APM"). See glossary.
Past performance is not a guide to future performance.
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present the Interim Report and Financial
Statements for Odyssean Investment Trust PLC ("OIT" or the
"Company") covering the period from 1 April 2022 to 30 September
2022.
Performance
I must apologise that the net assets of your Company decreased
during the period under review by GBP1.9 million to GBP155.9
million, representing a fall of 1.2%. The net asset value per share
('NAV per share') fell further, by 8.7%. That said, the Company's
performance is creditable against the broad peer group and
underlying markets during a period of considerable market
turmoil.
I am reassured at our longer performance, since launch your
Company's NAV per share has increased by more than 52%, during
which time the relevant equity markets have made negligible
progress. Our management team are navigating these markets well and
I am confident we will make money out of them but some short-term
volatility has to be endured.
Discount and premium management
The share price has tracked in line with the NAV per share over
the period, albeit with some minor volatility across the late
summer. The Company's shares ended the period trading at a moderate
premium to its NAV per share.
In response to buying demand over the period ended 30 September
2022, the Company issued a total of 7,797,000 ordinary shares at a
premium to NAV, which meant that there was no dilution to existing
shareholders. Of these 1,177,000 shares were issued to the
Portfolio Manager and connected parties. Since the period-end and
up to the date of this report, a further 3,545,000 shares have been
issued at a premium to NAV.
It is pleasing to note that the Company's average discount since
IPO over four and a half years ago has been no wider than 1%. The
Board believes that the Company's strong absolute and relative
rating is driven by a number of factors including good performance,
a differentiated strategy, an effective communication with existing
and potential investors, a clear discount control policy, a
well-balanced register of long-term shareholders and features which
align the interests of all stakeholders. Furthermore, the Company
has a realisation facility coming up in the seventh year after
initial admission, starting on 1 May 2024. As it draws nearer, this
realisation opportunity should anchor our shares around NAV.
Dividend
The Directors expect that returns for shareholders will be
driven primarily by capital growth of the shares rather than
dividend income. No interim dividend will be paid for the period
ended 30 September 2022.
Portfolio Manager
As shareholders have read in the last annual report, the
Portfolio Manager was paid a performance fee of GBP2.346 million in
respect of the NAV's outperformance over the hurdle set by the
Board. In the period under review the Portfolio Manager has
fulfilled its obligation to re-invest 50% of the proceeds from the
performance fee earned for the year ended 31 March 2022. These
shares were purchased in the market as well as via some of the tap
issuance during the summer. This provides continued alignment of
interests with the Company's shareholders for the long term.
Growth of the Company
The vast majority of the growth in the Company since launch has
been organic due to strong performance delivered by the Portfolio
Manager. However as previously mentioned the Company has also taken
the opportunity to issue new shares at a premium to net asset
value.
The Board believes that the growth in the Company provides a
number of benefits to shareholders including greater liquidity in
the shares and a lower ongoing fees ratio as the fixed costs of the
Company are spread over a larger asset base. The Board is also of
the view that investors typically prefer to invest in larger more
liquid trusts and hence further growth in the Company's assets is
likely to widen the universe of potential shareholders, stimulating
more demand and liquidity, which ultimately should lead to less
discount volatility. The Board will continue to look for
opportunities to grow the Company through issuance or other
strategic initiatives, where possible.
Outlook
At the time of preparation, sentiment is erratic and there is
immense pricing flux in many asset classes. The universe in which
the Company invests, UK smaller companies, is seeing significant
absolute value opportunities as well as relative and absolute
mispricing.
The Board believes that investing in this market via a closed
ended fund managed in a distinctive and effective way by an
experienced portfolio manager is an attractive proposition.
The numerous takeover approaches received by the Company's
portfolio, at very significant premia, demonstrates that the
Portfolio Manager can identify and execute investments in often
illiquid companies at attractive valuations.
UK equities, especially UK smaller companies with substantial
overseas operations, look inexpensive, even taking into account the
prospect of some earnings weakness. Whilst neither the Board nor
the Portfolio Manager wishes to see the investment universe shrink
further nor UK quoted companies being bought on the cheap by
opportunists, we both believe that in the absence of a re-rating
back to typical levels, many look vulnerable to overseas
predators.
As liquidity has allowed, the Portfolio Manager continues to
adapt the shape of the portfolio with an aim to maximise medium to
long term returns without taking on too much risk, balancing
defensive and structural growth with cyclicality.
Quite often markets reach their lowest point prior to the trough
in economic or company performance. The Board shares the Portfolio
Manager's view that notwithstanding short-term volatility and
further potential short-term weakness, above trend long-term future
returns are likely from this point.
Shortly before signing off this report Devro plc has announced a
recommended all-cash bid at a 65% premium. Assuming the deal
completes it would mark the 8th portfolio company that has been
taken over in the last three years, at an average premium of more
than 50%, and the third over the past twelve months. On the same
day one of OIT's largest investments, Curtis Banks, announced that
it had received an approach which may or may not move forward.
These events are further validation of the Portfolio Manager's
differentiated investment approach and the underlying value
potential in the Company's portfolio.
We are grateful for the ongoing support shown by shareholders
during the period.
Jane Tufnell
Chairman
30 November 2022
PORTFOLIO MANAGER'S REPORT
Details of the Portfolio Manager
The Company's Portfolio Manager is Odyssean Capital LLP.
The Portfolio Manager was founded in 2017 by Stuart Widdowson
and Harwood Capital Management Limited, an independently owned
investment group, and is jointly owned by both parties. The
Chairman of Odyssean Capital LLP is Ian Armitage, former CEO and
Chairman of HgCapital.
The Portfolio Manager's investment team, Stuart Widdowson and Ed
Wielechowski, identify and undertake research on potential investee
companies as well as managing the portfolio. They draw on the
experience of a three-strong Panel of Advisors, who have run and
invested in multiple quoted and unquoted smaller companies. In
addition, the investment team draws on the expertise and experience
of Mr Armitage and Mr Christopher Mills, who sits on Odyssean
Capital's Board as a Non-Executive Director. Mr Armitage and Mr
Mills have more than 85 years' combined investment experience in
quoted and unquoted smaller companies.
Stuart Widdowson, Fund Manager
Stuart has spent the last 22 years investing in public and
private UK small and mid-size corporates and a further two years
providing investment advisory services in the same field.
Prior to founding the Portfolio Manager, Stuart was at GVQ
Investment Management ("GVQ"), where he held the position of fund
manager and head of strategic investments for more than seven
years. During his time at GVQ, Stuart led the transformation of the
performance of Strategic Equity Capital plc ("SEC") and
significantly improved shareholder value. Stuart led SEC to win
several industry awards and was recognised as Fund Manager of the
Year at both the PLC and QCA awards in 2015.
Stuart began his career as a strategy consultant undertaking
commercial due diligence and strategy projects for private equity
and corporate clients. In 2001, he joined HgCapital and spent five
years working on small and mid-cap leveraged buyouts in the UK and
Germany. During this time, he worked on a number of public to
private transactions of UK quoted companies.
Ed Wielechowski, Fund Manager
Ed joined the Portfolio Manager in December 2017 as a Fund
Manager.
Prior to joining Odyssean, Ed was a Principal in the technology
team at HgCapital. He joined HgCapital in 2006 and worked on
numerous completed deals, including multiple bolt-on transactions
made by portfolio companies. He has additional quoted market
experience, having led the successful IPO of Manx Telecom plc in
2014, as well as having evaluated and executed public to private
transactions. Ed started his career as an analyst in the UK mergers
and acquisitions department of JPMorgan in 2004.
The investment approach
Our investment approach applies the core elements of the private
equity investment philosophy - highly focused, long-term, engaged
'ownership' style investment - to public markets. We believe that
this approach creates a portfolio unlike that of many typical
public equity funds and that, when well executed, can offer
attractive, differentiated, risk--adjusted returns.
- Highly concentrated portfolio : We look to build a highly
concentrated portfolio of no more than 25 investee companies where
we carry out intensive diligence, only investing in our highest
conviction ideas.
- Narrow focus : We are focused on smaller companies typically
too small for inclusion in the FTSE 250 index. We believe this
market is less efficient, offering more opportunities to find
mis-pricings. Further, we believe the best investment decisions are
made from a base of knowledge and experience, and we will make the
majority of investments in industry sectors that we and our
advisors, know well (TMT, Services, Industrials and
Healthcare).
- Targeting long-term holding periods : We will evaluate each
investment opportunity over a 3 to 5-year investment horizon. We
have structured our business to reflect this belief and do not
intend to run any capital which is redeemable over short time
periods. To think like an 'owner' of a business we believe your
capital should behave like one too.
- Engaged investment style : We are engaged investors. We like
investing in companies which, whilst good, are underperforming
their potential and where we see the opportunity for constructive
corporate engagement to unlock improved sustainable returns for all
stakeholders.
The Company's investment objective is to deliver long term
capital growth rather than outperform a specific index. Our
differentiated investment approach, allied with our sector focus
and the recently revised investment restrictions approved in
January 2021, is likely to lead to periods of NAV per share
performance materially different to those of the broader market. We
fully anticipate this potential short-term performance variance and
will focus on comparative investment performance on a rolling
three-year basis.
The absolute return mentality of the strategy, allied with the
desire to avoid being a forced seller, may lead to net cash
balances being held over the long-term. We anticipate a core range
of 5-15% over the long term. Net cash balances will not be used as
an attempt to market time, but to enable us to invest where blocks
of stock are available rather than being required to sell a less
liquid holding on short notice.
Implementing the investment strategy
There are three key factors we look for when we analyse a
potential investment;
1) a valuation opportunity;
2) in a higher-quality company; and
3) with improvement potential.
Our view is that buying at a fair price and supporting improved
performance generates capital growth, while our quality filters
mitigate losses in the event of unexpected headwinds.
Valuation
We look for two valuation factors in every investment. Firstly,
what we refer to as "static valuation" - does the company trade at
a discount to its current value? This is not only judged by
traditional public market ratios. We also seek to model every
company through the lens of a private equity buyer (of which we
have considerable experience) as well as evaluating its
attractiveness to strategic trade buyers.
Secondly, we are looking for companies which can grow their
value over time - "dynamic valuation". We particularly look for
situations where there are multiple, independent drivers of value
creation present, and where management actions can unlock these. We
believe seeking multiple value drivers makes an investment case
more secure and less exposed to single areas of uncertainty or
misjudgement.
Quality
We assess every potential investment against qualitative and
quantitative quality criteria. The quality assessment is important
to mitigate the risk of permanent capital destruction from
investments which fail to achieve their value potential. In our
experience, higher quality companies are more likely to maintain a
minimum value through difficult times and are more able to attract
high calibre management teams to rectify underperformance.
Improvement potential and engagement
We particularly like companies that are in some way
underperforming relative to their potential, and where the current
valuation does not price in the potential for improvement. Once
invested, constructive corporate engagement can help to unlock
value. Our mantra is to buy good businesses and sell excellent
businesses. The spectrum of areas which can be improved is broad
and includes operating performance, asset utilisation, overly
complex business structures/organisation, strategic direction, poor
M&A, investor relations, and governance and pay.
ESG in our investment process
We have historically focused on evaluating and engaging on
corporate governance ("G") and financial performance as part of our
investment process.
In January 2021, shareholders approved a change in the
investment policy of the Company to implement negative screening of
certain investments, deemed unethical and or involved in activities
which were deemed unsustainable. These restrictions augment our
approach to corporate engagement and provide clarity and certainty
to investors and largely formalises the approach we have taken
since we launched.
Our partnership with the specialist ESG data provider for
smaller quoted companies, announced in December 2020, has enabled
us to analyse all our portfolio companies ESG performance. Many of
these companies are too small to have attracted ratings from the
major ESG rating agencies. As at the time of preparation, we have
shared these reports with each of our portfolio companies.
This is in line with a pragmatic approach to environmental and
social engagement given the more resource--constrained nature of
smaller quoted companies. Our focus is on how boards approach
sustainability, where the scope for improvement is, how progress is
evaluated and how it is reported to investors. Our belief is that
performing ahead of peers and market expectations on ESG should
attract new shareholders, a higher rating and a lower cost of
equity, all things which will drive enhanced returns and benefit
the Company's shareholders.
Progress and performance in the period
The six months ending September 2022 represented a disappointing
period for equity investors, particularly those investing in small
and mid cap UK equities. The indices representing these parts of
the market peaked in early September 2021 and have fallen by c.30%
easily meeting the criteria for a bear market.
During the period markets were volatile, with several rallies
followed by further falls. There was much for investors to contend
with at both a stock level, and at a market level. Political
instability in the UK, emergency interventions by the Bank of
England to help settle the pensions market, the ongoing war in
Ukraine, the gas supply crisis in Europe and the swift interest
rate rises combined with Quantitative Tightening by the Federal
Reserve. The overriding theme for investors is a dawning
realisation that the years of "cheap" money to speculate with are
gone, which is leading to hot money leaving riskier assets.
In such uncertain times it is typical for the US$ to strengthen
against most currencies, as investors are seeking safety. This time
investors are also being attracted by the higher yields on US debt
given the rises in US interest rates. Sterling fell c.15% against
the US$ over the period, briefly touching the lowest exchange rate
since the 1980s.
The Company's net asset value (NAV) per share fell 8.7% in the
period, which whilst disappointing, was creditable given the much
larger 18.5% fall in the NSCI & AIM index, which we use as a
comparator. The relatively stronger performance by the Company was
also in spite of not owning banks and utilities, which were the
only sectors to generate positive returns during the period.
Once again AIM stocks underperformed both full list small and
mid-cap indices, falling 22.0% over the period, as AIM stocks
continue the de-rating from their all time highs in May 2021.
The top five positive contributors to performance were
Euromoney, NCC, Wilmington, Curtis and Chemring.
Euromoney received a bid approach from a consortium of Astorg
and Epiris, well regarded mid market private equity investors.
Immediately prior to the bid Euromoney was the second largest
investment in the portfolio, and a position we had doubled at 912p
in January 2022. The recommended bid was at 1,481p. Due to the long
period to completion and our view of a low chance of an interloper,
we sold the shares into the market, achieving a final exit of 1.5x
cash and 50% IRR. Our initial investment thesis was underpinned by
our view that the market failed to appreciate the hidden value
within the disparate group of Euromoney businesses. We were
particularly of the view that the group's high quality
price-reporting-agency business 'FastMarkets' was a highly valuable
asset and our investments in the shares were made at a significant
discount to our view of a fair 'sum-of-the-parts' value for the
group. It is pleasing to see our thesis borne out, with the private
equity consortium unusually planning to separate FastMarkets out
from the rest of Euromoney as part of the transaction. It is
rewarding to see further validation of our investment approach's
ability to identify value overlooked by the wider market.
When we launched OIT we believed that significant mispricing was
most evident in companies with market capitalisations of less than
GBP500m. The case study of Euromoney has shown that such
mispricings are also present in smaller constituents of the FTSE
250. Whilst we have no intention of becoming a mid cap investor,
our experience and record shows that the approach can work well in
companies with market caps approaching GBP1bn.
NCC delivered a positive year end trading update in May 2022 and
record final results in September 2022. In May NCC also announced a
CEO change, seemingly with the profile of CEO changing more from a
"fixer" to a "grower", reflective of NCC's transformation and
restructuring of the last three years. The shares have performed
well since April, reflective of under valuation and improving
prospects.
Wilmington's shares continued to recover in tandem with the
return of physical B2B events following Covid shutdowns. In
addition, its non-events businesses focused on providing training
and data for the Governance, Risk and Compliance markets,
experienced improved growth rates as the group continues to benefit
from management investment in its operating platform.
Curtis Banks announced various board changes in May 2022
alongside its AGM, as well as satisfactory interim results in
September 2022. Given its business model, it is a beneficiary of
rising interest rates. The new Chairman is a change agent, highly
incentivised to maximise shareholder value, focused on all aspects
of strategy, operational performance and people.
Chemring's shares were resilient in the period, reflecting its
stable sales base of defence related products and cyber security
services. The company also benefitted from improving investor
interest with the prospect of growing government focus on security
in light of rising geo-political tensions
The bulk of the negative contributors during the period were the
more cyclical industrial companies, Xaar, Elementis, Dialight and
Flowtech.
Xaar's shares gave up some of the strong performance of the
previous period. The company's new product launches are on track.
However, despite maintaining FY 2022 estimates (in spite of
weaknesses in China due to ongoing covid lockdowns) the management
team has downgraded sales and profits slightly for 2023 as they
plan to undertake a factory re-organisation to implement lean
manufacturing. We continue to believe that this is a 5 year
investment story from here and short term trading has limited
impact on the prospects for capital returns from this point.
Elementis and Dialight both released encouraging interim
statements holding or upgrading estimates. Both have some risk of
demand softening in a downturn, but in our view both also have
scope to perform better than pessimists believe. At the end of the
period, they were both trading on EV/Sales ratios of 50% of their
long term (10 year) averages; further, Dialight's shares were
trading at 50% of the average price to book value of the last
decade; Elementis' shares were trading at less than 35% of the long
term price to book ratio. Simply put, sentiment towards these
companies is extremely negative irrespective of their recent
trading performance.
Flowtech delivered in line interim results. The shares were sold
off on low volumes during the weak markets in September. The group
continues to execute well on its self help action around margin and
working capital efficiency as well as a revitalised e-commerce
platform. The greater quality of the group given these actions
remains overlooked by markets.
Benchmark, the specialist aquaculture product and services
business, was the fifth largest negative contributor in the period.
Recent financial performance has been encouraging, albeit the
modification to a less capital intensive business model for its
next generation sea lice treatment "Cleantreat" has led to slightly
lower sales expectations in the short term. This reflects a
strategic change to give up low margin pass through revenue in
return for a lower capex spend - the product appears to continue to
be well received by customers and gaining traction in the
market.
The portfolio was on average 94% invested across the period. Net
cash began the period at 1.6% and ended the period at 6.5%. The
portfolio consisted of 18 holdings as at the end of September
2022.
Portfolio development
The continuing elevated level of market volatility alongside
M&A activity in the portfolio, led to higher than anticipated
portfolio turnover in the period.
In total c.GBP38.3m was invested across the period into stock
purchases. Five new positions were initiated in the period for a
combined investment of c.GBP24.8m. Of the new names in the
portfolio Ascential is a top 10 position, the other new positions
are outside the top 10 but have scope to scale further. The
remaining GBP13.5m investment went into existing positions
including Spire, Xaar, Elementis and RWS. In each case we felt that
falls in their respective shares reflected unduly pessimistic
mid-term market expectations for what remain strong businesses with
significant self-help potential.
Given the current investment environment, alongside our focus on
quality, valuation and self-help, we have been mindful to balance
three aspects of the portfolio - undervalued cyclical assets,
reasonably priced structural growth companies, and maintaining
firepower with respect of a net cash balance. The nature of
investing through bear markets is that any investment can be wrong
in the short term. However given the poor liquidity of some of our
investee companies, it is often impossible to buy in size once the
market has bottomed out. As a result some purchases have been made
in the awareness that prices might fall a little further before
they rise again, but that on our investment horizon of 3-5 years,
the future returns might look very attractive from the purchase
point.
Through the period we realised GBP33.9m from stock sales, with
two positions fully exited raising GBP24.6m, and partial
realisations raising a further GBP9.3m. GBP22.3m of the realisation
proceeds were from the takeover of Euromoney.
Of the stock sales from existing names, we have taken profits on
those which have performed well and where valuations have exceeded
our view of current fair value. This has been particularly the case
in profits we have taken from our investment in Chemring which
peaked briefly at over 12% of the NAV in Q1 2022. The shares have
been a beneficiary of the ongoing, war in Ukraine and resultant
expectations of rising defence spending. Much of the self-help we
identified when we invested in 2018 has been delivered, the shares
have re-rated and as a result the returns from this point are more
dependent on sales growth alone, with limited re-rating potential.
We have recycled realised capital into the new investments
described above which we believe offer a more blended investment
case across sales growth, margin improvement, free cash generation
and re-rating potential.
We have continued to actively engage with portfolio company
stakeholders where appropriate in order to drive value and are
pleased to see progress being made.
Portfolio detail
At the end of the period under review, the portfolio comprised
18 companies. During the period five new positions were initiated
and two positions fully exited as detailed above.
Key updates through the period for the largest ten positions
(accounting for 72% of net asset value) are detailed below:
ELEMENTIS
% NAV: 12%
Sector: Industrials
Leading producer of specialty chemicals focused on personal
care, talc and coatings markets.
Elementis posted a strong set of interim results in August, with
full year expected "towards the top end of consensus expectations".
There were upgrades in US$ terms. The group continues to
demonstrate the robust delivery seen through FY21 with strong
performance in its Coatings and Personal Care divisions offset by
weaker performance in the Talc division which has exposure to
European Auto production volumes. Particularly pleasing was further
evidence that the group is delivering price rises which are more
than recovering input cost inflation. We continue to see
significant value in Elementis, despite possible macro headwinds.
Near term the group is executing well on self help cost and revenue
actions and its evidenced pricing power demonstrates the strength
of its position in the supply chain and its strong competitive
position.
NCC GROUP
% NAV: 10%
Sector: TMT
Leading independent provider of software escrow services and
cyber security consulting provided through the Assurance
division.
NCC's record full year results released in September were ahead
of expectations, with revenues up 16% (10% of which was organic)
with both the Assurance and Escrow businesses growing. Margins and
cash conversion were also strong with the group continuing to
navigate inflationary challenges well. We are excited by the growth
prospects for NCC in the cyber consulting market. This market
benefits from long term secular growth drivers potentially
insulating it from any wider economic volatility. We welcome the
recent change of CEO at NCC and see this as a key step to the group
maximising its growth potential in its attractive markets.
CURTIS BANKS
% NAV: 9%
Sector: Financial Services
Leading provider of SIPP administration services
Curtis Banks's interim results in September where broadly
in-line with expectations with SIPP fee income stable and strong
interest income offsetting some weakness in fintech revenues. Going
forward we see Curtis Banks as a significant beneficiary of a
rising rate environment, with this supporting earnings progression
in the coming year. On an operational level, the key developments
at Curtis have been the board changes seeing new Chairman and NED
joining in May and the more recent departure of the CEO. We see all
these changes as catalysing a period of improved shareholder
returns.
XAAR
% NAV: 8%
Sector: Industrials
Leading independent designer and manufacturer of industrial
inkjet print heads
Xaar released an interim trading update in September showing
strong progress in revenues (up 14%) and improving profitability.
Operationally the group continues to progress; the refresh of the
group's go-to-market approach is driving a recovery in market share
in its heritage ceramics and glass markets, the pipeline of new
products is progressing to plan with the potential to grow the size
of the markets addressable by the group, and most recently
management have identified significant further potential exists to
better utilises the group's manufacturing footprint through the
application of lean manufacturing processes. Whilst the lock downs
in China have been a headwind, the management actions have the
potential to generate exciting returns for shareholders over the
next three to five years.
FLOWTECH FLUIDPOWER
% NAV: 7%
Sector: Services
Leading UK distributor of hydraulic and pneumatic
components.
In August Flowtech released an interim trading update that
showed profit coming in ahead of expectations driven by efficiency
gains, with revenues slightly below expectations with slight
underperformance in volumes (despite market share gains) partly
offset by price rises. The group has demonstrated an ability to
offset inflation through price rises and cost reduction and is
confident of this trend continuing going forward. The group's new
transactional website has now gone live, with early signs
demonstrating success in increasing traffic. This is an exciting
potential tool to support the group in gaining share regardless of
the wider environment, whilst also driving efficiencies as the
group targets a return to double digit margins. We note the
acquisition of smaller peer R&G Fluidpower by Diploma during
the period - the reported multiple of c.1.5x EV/Sales suggests
significant value to trade buyers of businesses such as
Flowtech.
WILMINGTON PLC
% NAV: 7%
Sector: TMT
B2B information, training and media provider focused on the
compliance, healthcare and professional business markets.
Wilmington continued its run of strong performance with a
positive full year trading update that showed resilient underlying
growth with revenues up 5% excluding events, and up 13% including
the covid bounce-back in in-person events. Profitability and cash
flow were both also strong. This update continues a recent theme
from Wilmington of over delivering against expectations, reflecting
the strong operating platform which has been built by the new team
over the past 3 years. The group's rating is undemanding and the
strong balance sheet now gives the proven management team some
firepower for acquisitions, in a period where target company
ratings are likely to be more affordable.
SPIRE HEALTHCARE
% NAV: 6%
Sector: Healthcare
Leading provider of private hospitals in the UK
Spire released a solid set of interim results demonstrating
strong private and PMI demand with performance in-line with
expectations despite higher-than-expected covid costs arising
through the mini peak in cases seen in the UK summer. The group has
successfully offset inflationary costs through price rises and
efficiencies.
Full year guidance was maintained with Spire well placed in a
strong demand environment (given NHS waiting lists) and there are a
number of further efficiency programmes underway to deliver
material cost savings. Beyond this, we are buoyed by the confidence
management have shown in setting out clear mid term targets and
their ambitions to develop revenue streams beyond hospitals in less
capital-intensive areas such as primary care and diagnostic
centres. We are positive on the number of potential growth areas
now open to the group.
RWS
% NAV: 5%
Sector: Healthcare
Leading global provider of language services, translation
software and intellectual property services
RWS has seen a mixed period. In April the group announced it had
received an initial approach from Baring Private Equity Asia,
ultimately no formal bid was forth coming but this furthers our
conviction that there is significant overlooked value in the group.
The interim results later in the period were broadly in-line,
showing the expected slowdown in organic revenue growth as the
impact of EU patent law changes wash through demand for the group's
IP services. Broadly these results mark the start of the strategic
shift announced by the new management team, with increased
investment in the near-term in product, sales and operational
efficiency to drive future earnings growth. We think these steps
are sensible and view the current level of shares as missing the
fundamental quality of the business and the mid-term ambitions of
management.
DIALIGHT
% NAV: 4%
Sector: Industrials
Designer and manufacturer of LED lighting solutions primarily
sold into hazardous industrial environments
Dialight has continued to deliver through the period, with
interim results showing revenues up 27% with growth of 33% in the
core lighting segment (which was pleasingly driven by both MRO and
capex driven projects). Looking forward, the orderbook remains
strong and Dialight is well placed with its low energy LED lighting
solutions offering even more compelling returns to customers in an
environment where energy prices are high and front of mind. We
believe that the shares are trading at a substantial discount to
the value that larger peers might ascribe to it.
New Top 10 Position
ASCENTIAL
% NAV: 4%
Sector: TMT
Provider of B2B data, events and digital commerce support
platforms
Ascential is a new disclosable top ten position initiated in the
period. The group is a global B2B media services business with
leading positions in a number of niche segments of the exhibitions
and B2B data landscape. Key activities of the group can be split
into 3 main areas: i) WGSN, a subscription B2B data business
focused on trend forecasting; ii) Leading industry events in Money
20/20 and Cannes Lions; and iii) Digital Commerce - a collection of
B2B data businesses aimed at helping consumer businesses manage
their activities on ecommerce marketplaces. The group has seen a
sharp drop in shares through 2022 as part of the wider market
sell-off exacerbated by a poorly received interim trading update
which, whilst in-line overall, showed more investment in the
Digital Commerce division than the market expected raising
questions about future divisional profitability.
We believe the selloff in shares leaves the business
significantly undervalued, with the high growth Digital Commerce
business having the potential to generate high margins and
significant value over time and with this potential being
effectively overlooked by the market. We see the group as well
placed to weather any possible slow down in consumer spending with
high quality predictable revenue streams and multiple routes to
drive value from current levels. Much of the profits are generated
in US$ which provides a significant tailwind. It is possible that
technical factors regarding outflows from the shareholder base are
impacting market sentiment negatively and more acutely than other
shares we own.
The remaining eight investments represent up to 4% of NAV each.
They are weighted towards our core focus sectors and include
positions with the potential to scale as liquidity and due
diligence allows
Outlook
At the time of preparation, there is considerable uncertainty in
global and national financial markets, across many asset classes.
There is a sense of foreboding that due to inflation, energy supply
issues and rising interest rates, many countries are facing a
recession. Individuals and corporates are experiencing rapid
changes in interest rate expectations, driven by uncertainties in
the bond market as central banks raise rates to attempt to control
inflation.
We believe that UK equities are being de-rated more acutely than
other equity markets due to a number of factors including, but not
limited to, political instability, domestic economic concerns and
UK equities continuing to become a smaller part of the MSCI Global
indices. Over the past few weeks, the nature of selling has
changed, with share price behaviours indicating more forced selling
of shares, regardless of fundamentals. We believe that such
conditions are consistent with the last phases of a bear market,
typically leading up to some capitulation - either an event or
series of events. Once markets reset, they begin to climb the "wall
of worry".
Given we have combined some 34 years direct investment
experience in smaller companies, we have worked through some
difficult times before, including the dot com boom and bust, the
Global Financial Crisis and more recently COVID. We are fortunate
to be supported by Ian, the chairman of our management company, who
also sits on our research committee, and Christopher, our JV
partner. Their experience of market turmoil extends back to the mid
1970s. In addition, we can also draw upon the incremental
experience of our panel of advisers, one of whom was in general
management roles in international business from the 1970s and
through the dot com boom. The insights provided by these advisers
and non-executives form a key part of our asset selection and
portfolio management.
With markets difficult but inexpensive, our objective is to
balance portfolio resilience against capitalising on investment
opportunities which have the potential to materially exceed our
through-the-cycle return targets over the medium to long term, but
where there may be some short term downside.
There are two important considerations we keep in mind. Firstly,
share prices tend to be a lead indicator of performance - i.e. they
will rally as sentiment changes, even if it takes some months for
published data to turn positive. Secondly, where liquidity is
challenging (e.g. in smaller companies) institutional investors are
often unable to trade in any volumes even when markets are
extremely depressed. As a result, it can be necessary sometimes to
drip buying into a market even though you might perceive there to
be some more downside in the short term, but on the basis that the
long term returns look strong, and buying in size after the market
has turned is nigh-on impossible.
We continue to maintain a balanced portfolio of what we believe
to be attractively priced structural growth companies, alongside
some more cyclical companies which offer meaningful self-help
potential. Whilst there is obvious value across many equities in
our universe, we remain highly selective on what we will invest in.
Just buying "any old" cheap company is not a guarantee of making
money, if you are reliant solely on sentiment improving or a
"reversion to mean" of a valuation.
We continue to seek out companies offering self-help and special
situations where there are no poison pills, and whose shares we
believe trade on a highly attractive valuation today compared with
precedent transactions in its sector. Market leadership of
portfolio companies is also a critical factor in the quality part
of our selection process - it is our strong belief that market
leaders typically grow market share and weather the storm better
during periods of turmoil. Provided they are well placed in their
supply chains they tend to be more effective at maintaining profit
margins.
Self-help opportunities allow management teams to create or
defend shareholder value through their actions. We believe that
these "levers" of self-help allow for a company's earnings to be
defended and potentially assets be redeployed to strengthen balance
sheets or improve return on capital employed. We have a high degree
of confidence that all of our cyclical holdings have this self-help
potential, but in many cases we do not perceive that their share
prices reflect this potential upside. As market sentiment improves,
we believe that, subject to management teams delivering the
self-help, the share prices of these companies have the potential
to deliver double upside of both improved general sentiment and
stock specific sentiment. In the event sentiment remains subdued
for a while, the self-help provides the potential for positive
returns.
Whilst the NAV per share progression since launch has benefitted
from numerous bids for portfolio companies, it has not been the
primary driver of returns, nor a stated objective to pick bid
targets. Bids are an outcome of our process and typically either
accelerate returns where companies are performing well, or offer a
back-stop or parachute when our investment thesis might have been
impaired in some way. That said, where we have invested in very
illiquid companies, where there is no scope for the company to grow
into a FTSE 250 company, our expectation is that the most likely
exit is a takeover. In such circumstances we ensure that the
interests of our clients are tightly aligned with all of the other
stakeholders of the portfolio company.
Many people perceive UK Small Companies to be domestically
focused. However the portfolio as a whole generates close to 2/3 of
revenues from outside the UK. The disdain for UK has led to UK
quoted companies often trading at much lower ratings than their
international peers. To date, the majority of the bids for our
portfolio companies have been from overseas buyers. Unless
sentiment towards UK equities relative to other global equities
improves, it's inevitable that there will be more bids for the
types of companies we own.
The closed-ended nature of OIT gives us a real competitive
advantage in investing in these markets. We are not worrying about
having to sell holdings we don't want to on a daily basis to
satisfy redemptions, instead we can focus on and cope with buying
less liquid investments at really attractive valuations (of which
there are many) and take a genuinely long term view. This stability
of ownership also allows us to engage constructively with the
portfolio company stakeholders and help make positive self-help and
change happen.
We remain extremely positive about the potential of the existing
portfolio to generate attractive medium to long term returns via
self help and the scope for M&A. Moreover, returns which we
think will continue to be differentiated compared with the
archetypal "growth" or "value" investment products in our broader
peer group. Sentiment will improve and our suspicion is that the
latter part of 2022/early 2023 may end up being a "good vintage"
for long term returns.
We would like to thank all of the shareholders for their ongoing
support, particularly during such challenging times.
Stuart Widdowson | Ed Wielechowski
Portfolio Managers
Odyssean Capital LLP
30 November 2022
PORTFOLIO OF INVESTMENTS
as at 30 September 2022
Cost Valuation % of
Country of
Company Sector Listing GBP'000 GBP'000 Net Assets
--------------------------- ------------------- --------------- ------- --------- ----------
Elementis Industrials United Kingdom 18,373 18,050 11.6%
NCC Group TMT United Kingdom 13,809 14,958 9.6%
Curtis Banks Group Financial Services United Kingdom 12,215 13,825 8.9%
XAAR Industrials United Kingdom 10,897 13,234 8.5%
Flowtech Fluidpower Business Services United Kingdom 10,912 11,183 7.2%
Wilmington TMT United Kingdom 6,725 10,400 6.7%
Spire Healthcare Group Healthcare United Kingdom 8,330 9,697 6.2%
RWS Holdings TMT United Kingdom 9,444 7,680 4.9%
Dialight Industrials United Kingdom 8,993 6,895 4.4%
Ascential TMT United Kingdom 7,763 6,785 4.4%
--------------------------- ------------------- --------------- ------- --------- ----------
Top 10 equity investments 107,460 112,707 72.4%
Other equity investments* 35,975 33,041 21.1%
----------------------------------------------------------------- ------- --------- ----------
Total equity investments 143,435 145,748 93.5%
----------------------------------------------------------------- ------- --------- ----------
Cash and other net current
assets 10,103 6.5%
----------------------------------------------------------------- ------- --------- ----------
Net assets 155,851 100.0%
----------------------------------------------------------------- ------- --------- ----------
* Other equity investments include eight investments, each
representing between c.1% and 4% of NAV. These are spread across
our core focus sectors and all offer scope to scale, subject to
further due diligence and pricing remaining attractive.
DISTRIBUTION OF INVESTMENTS
as at 30 September 2022
Portfolio holdings
(% of net assets)
Elementis 11.6%
NCC Group 9.6%
------
Curtis Banks Group 8.9%
------
XAAR 8.5%
------
Flowtech Fluidpower 7.2%
------
Wilmington 6.7%
------
Spire Healthcare Group 6.2%
------
RWS Holdings 4.9%
------
Dialight 4.4%
------
Ascential 4.4%
------
Other equity investments 21.1%
------
Cash and other net current
assets 6.5%
------
Sector exposure
(% of net assets)
Industrials 32.4%
Healthcare 12.0%
------
TMT 25.6%
------
Business Services 11.2%
------
Financial Services 8.9%
------
Consumer 3.4%
------
Cash and other net current
assets 6.5%
------
Geographical revenue exposure
(% of invested capital)
UK 36.1%
US 22.2%
------
Europe 19.3%
------
Rest of the World 22.4%
------
Market capitalisation
(% of invested capital)
Below GBP150m 20.0%
GBP150m - GBP750m 34.1%
------
Over GBP750m 45.9%
------
INTERIM MANAGEMENT REPORT AND STATEMENT OF DIRECTORS'
RESPONSIBILITIES
Interim management report
The important events that have occurred during the period under
review, the key factors influencing the financial statements and
the principal factors that could impact the remaining six months of
the financial year are set out in the Chairman's statement and the
Portfolio Manager's report.
Principal Risks and Uncertainties
The principal risks and uncertainties associated with the
Company are set out on pages 38 to 43 of the Annual Report and
Accounts for the year ended 31 March 2022, which is published on
the Company's website. Such risks and uncertainties are as
applicable for the remaining six months of the Company's financial
year as they have been for the period under review. The risks can
be summarised under the following headings: investment performance
not being comparable to the expectations of investors, share price
performance, loss of personnel or reputation of the Portfolio
Manager, material changes within the Portfolio Manager's
organisation, valuation of unquoted investments, reliance on the
performance of third-party service providers, global risk, UK
regulatory and legal risk, governance risk, ESG and climate change
risk, market risks (including market price risk, currency risk and
interest rate risk), liquidity risk and credit risk.
The Board notes that equity markets experienced volatility
during the period due to uncertainties linked to the impact of
inflation, the potential for stagflation, the prospect of a
recession, the pace at which interest rates will rise, allied with
geopolitical risk from the Russian incursion into Ukraine and
ongoing Covid-19 outbreaks. The Directors have considered the
impact of the continued uncertainty on the Company's financial
position and, based on the information available to them at the
date of this report, have concluded that no adjustments are
required to the accounts as at 30 September 2022. Developments
continue to be closely monitored by the Board.
Related Party Transactions
During the first six months of the current financial year no
material transactions with related parties other than those set out
in the notes to the financial statements have taken place which
have affected the financial position of the performance of the
Company.
Going concern
The Directors believe, having considered the Company's
investment objectives, risk management policies, capital management
policies and procedures, nature of the portfolio and expenditure
projections, that the Company has adequate resources, an
appropriate financial structure and suitable management
arrangements in place to continue in operational existence for the
foreseeable future and, more specifically, that there are no
material uncertainties relating to the Company that would prevent
its ability to continue in such operational existence for at least
twelve months from the date of the approval of this Interim Report.
For these reasons, they consider there is reasonable evidence to
continue to adopt the going concern basis in preparing the
accounts.
Responsibility statement
The Directors confirm that to the best of their knowledge:
- the condensed set of financial statements contained within the
Half Year Report has been prepared in accordance with International
Accounting Standard ("IAS") 34, 'Interim Financial Reporting';
- the Half Year Report and condensed financial statements give a
true and fair view of the assets, liabilities, financial position
and return of the Company; and
- the Interim Management Report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of 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 Guidance 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 that could do so.
The Half Year Report has not been reviewed or audited by the
Company's Auditors.
This Half Year Report contains certain forward-looking
statements. These statements are made by the Directors in good
faith based on the information available to them up to the date of
this report and such statements should be treated with caution due
to the inherent uncertainties, including both economic and business
risk factors, underlying any such forward-looking information.
For and on behalf of the Board
Jane Tufnell
Chairman
30 November 2022
CONDENSED INCOME STATEMENT
for the six months ended 30 September 2022
Six months ended Six months ended
30 September 2022 30 September 2021
(unaudited) (unaudited)
Revenue Capital Total Revenue Capital Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- ----- ------- -------- -------- ------- ------- -------
Income 3 1,059 - 1,059 1,718 - 1,718
Net (losses)/gains on investments
at fair value - (14,454) (14,454) - 17,621 17,621
---------------------------------- ----- ------- -------- -------- ------- ------- -------
Total income/(losses) 1,059 (14,454) (13,395) 1,718 17,621 19,339
Expenses
Portfolio management fee 4 (802) - (802) (702) (1,713) (2,415)
Other expenses 5 (363) - (363) (329) - (329)
---------------------------------- ----- ------- -------- -------- ------- ------- -------
Total expenses (1,165) - (1,165) (1,031) (1,713) (2,744)
---------------------------------- ----- ------- -------- -------- ------- ------- -------
(Loss)/return before taxation (106) (14,454) (14,560) 687 15,908 16,595
Taxation 6 - - - - - -
(Loss)/return for the period (106) (14,454) (14,560) 687 15,908 16,595
Basic and diluted (loss)/return
per ordinary share (pence) 7 (0.1) (14.5) (14.6) 0.8 17.6 18.4
---------------------------------- ----- ------- -------- -------- ------- ------- -------
The total column of the statement is the Income Statement of the
Company prepared in accordance with International Financial
Reporting Standards ("IFRS") as adopted by the United Kingdom. The
supplementary revenue and capital columns are presented for
information purposes as recommended by the Statement of Recommended
Practice ("SORP") issued by the AIC.
All items in the above Statement derive from continuing
operations. No operations were acquired or discontinued during the
period.
There is no other comprehensive income, and therefore the profit
for the period after tax is also the total comprehensive income for
the period.
The notes form part of these financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 September 2022
Special
Share Share distributable Capital Revenue
capital premium reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ------- ------- ------------- -------- ------- --------
Six months ended 30 September
2022 (unaudited)
Opening balance as at 1
April 2022 962 13,244 85,475 58,263 (128) 157,816
Net proceeds from share
issuance 78 12,517 - - - 12,595
Total comprehensive income
for the period - - - (14,454) (106) (14,560)
------------------------------ ------- ------- ------------- -------- ------- --------
As at 30 September 2022 1,040 25,761 85,475 43,809 (234) 155,851
------------------------------ ------- ------- ------------- -------- ------- --------
Special
Share Share distributable Capital Revenue
capital premium reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ------- ------- ------------- -------- ------- --------
Six months ended 30 September
2021
(unaudited)
Opening balance as at 1
April 2021 883 449 85,245 36,562 (579) 122,560
Share released from treasury - 212 230 - - 442
Net proceeds from share
issuance 50 7,906 - - - 7,956
Total comprehensive income
for the period - - - 15,908 687 16,595
------------------------------ ------- ------- ------------- -------- ------- --------
As at 30 September 2021 933 8,567 85,475 52,470 108 147,553
------------------------------ ------- ------- ------------- -------- ------- --------
The notes form part of these financial statements.
CONDENSED BALANCE SHEET
as at 30 September 2022
As at As at
30 September 31 March
2022 2022
GBP'000 GBP'000
Notes (unaudited) (audited)
Non-current assets
Investments at fair value through profit or
loss 9 145,748 155,348
----------------------------------------------- ------ -------------- ----------
Current assets
Trade and other receivables 532 420
Cash and cash equivalents 11,532 5,197
----------------------------------------------- ------ -------------- ----------
12,064 5,617
----------------------------------------------- ------ -------------- ----------
Total assets 157,812 160,965
----------------------------------------------- ------ -------------- ----------
Current liabilities
Trade and other payables (1,961) (3,149)
----------------------------------------------- ------ -------------- ----------
Total liabilities (1,961) (3,149)
----------------------------------------------- ------ -------------- ----------
Total assets less current liabilities 155,851 157,816
----------------------------------------------- ------ -------------- ----------
Net assets 155,851 157,816
----------------------------------------------- ------ -------------- ----------
Represented by:
Share capital 10 1,040 962
Share premium 25,761 13,244
Special distributable reserve 10 85,475 85,475
Capital reserve 43,809 58,263
Revenue reserve (234) (128)
----------------------------------------------- ------ -------------- ----------
Total equity attributable to equity holders
of the Company 155,851 157,816
----------------------------------------------- ------ -------------- ----------
Basic and diluted net asset value per ordinary
share (pence) 8 149.8 164.0
----------------------------------------------- ------ -------------- ----------
The notes form part of these financial statements.
CONDENSED CASH FLOW STATEMENT
for the six months ended 30 September 2022
Six months Six months
ended ended
30 September 30 September
2022 2021
GBP'000 GBP'000
(unaudited) (unaudited)
----------------------------------------------------- ------------ ------------
Reconciliation of (loss)/return before taxation
to net cash outflows from operating activities
(Loss)/return before tax (14,560) 16,595
(Losses)/gains on investments held at fair value
through profit and loss 14,454 (17,621)
Decrease in receivables 35 62
Decrease in payables (2,416) (41)
----------------------------------------------------- ------------ ------------
Net cash outflow from operating activities (2,487) (1,005)
----------------------------------------------------- ------------ ------------
Investing activities
Purchases of investments (37,423) (31,308)
Sales of investments 34,123 27,878
----------------------------------------------------- ------------ ------------
Net cash outflow from investing activities (3,300) (3,430)
----------------------------------------------------- ------------ ------------
Financing activities
Net proceeds from share issuance 12,143 7,956
Shares released from treasury - 442
----------------------------------------------------- ------------ ------------
Net cash inflow from investing activities 12,143 8,398
----------------------------------------------------- ------------ ------------
Increase in cash and cash equivalents 6,356 3,963
----------------------------------------------------- ------------ ------------
Reconciliation of net cash flow movements in funds
Cash and cash equivalents at the beginning of period 5,197 15,689
Increase in cash and cash equivalents 6,335 3,963
----------------------------------------------------- ------------ ------------
Cash and cash equivalents at end of period 11,532 19,652
----------------------------------------------------- ------------ ------------
The notes form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
for the six months ended 30 September 2022 (unaudited)
1. General information
Odyssean Investment Trust PLC is a listed public limited company
incorporated in England and Wales. The registered office of the
Company is 25 Southampton Buildings, London WC2A 1AL.
2. Accounting policies
a) Basis of preparation/statement of compliance
The interim financial information covers the period from 1 April
2022 to 30 September 2022 and has been prepared in accordance with
IAS 34 , 'Interim Financial Reporting'.
The Company's annual financial statements for the year ended 31
March 2022 were prepared in conformity with IFRS as adopted by the
United Kingdom, which comprise standards and interpretations
approved by the International Accounting Standards Board ("IASB"),
and as applied in accordance with the SORP for the financial
statements of investment trust companies and venture capital
trusts, except to any extent where it is not consistent with the
requirements of IFRS.
The accounting policies used by the Company followed in these
half-year financial statements are consistent with the most recent
Annual Report for the year ended 31 March 2022.
The interim fin ancial information is being sent to shareholders
and copies will be made available to the public at the registered
office of the Company and on the Company's website:
www.oitplc.com.
b) Functional and presentation currency
The condensed financial statements are presented in GBP
Sterling, which is the Company's functional currency. All amounts
have been rounded to the nearest thousand, unless otherwise
indicated.
c) Comparative information
The financial information contained in this Interim Report does
not constitute statutory accounts as defined in the Companies Act
2006. The financial information contained within this report
relates to the following periods: 1 April 2022 to 30 September 2022
and 1 April 2021 to 30 September 2021 (unaudited and unreviewed by
the Company's Auditor); and as at 31 March 2022 (audited) for the
Balance Sheet. The comparative figures for the period 30 September
2021 are not the Company's statutory accounts for that financial
year. The Company's statutory accounts are for the year ended 31
March 2022 and were reported on by the Company's Auditor and
delivered to the Registrar of Companies. The report of the Auditor
was (i) unqualified, (ii) did not include a reference to any
matters to which the Auditor drew attention by way of emphasis
without qualifying their report, and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act
2006.
d) Going concern
The financial statements have been prepared on a going concern
basis and on the basis that approval as an investment trust company
will continue to be met.
The Directors have made an assessment of the Company's ability
to continue as a going concern and are satisfied that the Company
has adequate resources to continue in operational existence for the
foreseeable future (being a period of at least 12 months from the
date on which these financial statements were approved).
Furthermore, the Directors are not aware of any material
uncertainties that may cast significant doubt upon the Company's
ability to continue as a going concern, having taken into account
the liquidity of the Company's investment portfolio and the
Company's financial position in respect of its cash flows, debt and
investment commitments.
3. Income
Six months
ended
Six months ended 30 September
30 September 2022 2021
Income Capital Total Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------- -------- -------- -------- -------------
Dividend income 1,025 - 1,025 1,718
Bank interest 34 - 34 -
---------------- -------- -------- -------- -------------
Total income 1,059 - 1,059 1,718
---------------- -------- -------- -------- -------------
4. Portfolio management fee
Six months ended Six months ended
30 September 2022 30 September 2021
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ------- ------- ------- ------- ------- -------
Portfolio management fee 802 - 802 702 - 702
Performance fee - - - - 1,713 1,713
------------------------- ------- ------- ------- ------- ------- -------
802 - 802 702 1,713 2,415
------------------------- ------- ------- ------- ------- ------- -------
The Company is liable to pay a performance fee depending on the
performance of the Company over a three-year period and thereafter
a rolling three-year period as set out in the Company's prospectus
dated 26 March 2018. Based on the performance of the Company to 30
September 2022, no performance fee (2021: GBP1,713,000) has been
accrued in the NAV and included in Trade and Other Payables in the
Balance Sheet.
Pursuant to the terms of the Portfolio Management Agreement, the
Portfolio Manager is entitled, with effect from Initial Admission,
to receive an annual management fee equal to the lower of: (i) 1.0%
of the net asset value (calculated before deduction of any accrued
but unpaid management fee and any performance fee) per annum; or
(ii) 1.0% per annum of the Company's market capitalisation. The
annual management fee is calculated and accrues daily and is
payable quarterly in arrears.
In addition, the Portfolio Manager will be entitled to a
performance fee (the "Performance Fee") in certain
circumstances.
The Company's performance is measured over rolling three-year
periods ending on 31 March each year (each a "Performance Period"),
by comparing the net asset value total return per ordinary share
over a Performance Period against the total return performance of
the NSCI ex IT plus AIM Index (the "Comparator Index"). The second
Performance Period ran from 1 April 2021 to 31 March 2022 and
GBP2,436,000 was paid to the Investment Manager (Performance fee
period to 31 March 2021: GBP1,825,000).
A Performance Fee is payable if the net asset value per ordinary
share at the end of the relevant Performance Period (as adjusted
to: (i) add back the aggregate value of any dividends per ordinary
share paid (or accounted as paid for the purposes of calculating
the net asset value) to shareholders during the relevant
Performance Period; and (ii) exclude any accrual for unpaid
Performance Fee accrued in relation to the relevant Performance
Period) (the "Net Asset Value Total Return per Share") exceeds
both:
(i) (a) the net asset value per ordinary share at Initial
Admission, in relation to the first Performance Period; and (b)
thereafter the net asset value per ordinary share on the first
business day of a Performance Period; in each case as adjusted by
the aggregate amount: of (i) the total return on the Comparator
Index (expressed as a percentage); and (ii) 1.0% per annum over the
relevant Performance Period (the "Target Net Asset Value per
Share"); and
(ii) the highest previously recorded net asset value per
ordinary share as at the end of the relevant Performance Period in
re spect of which a Performance Fee was last paid (or the net asset
value per ordinary share as at Initial Admission, if no Performance
Fee has been paid) (the "High Watermark"),
with any resulting excess amount being known as the "Excess
Amount".
The Portfolio Manager will be entitled to 10% of the Excess
Amount multiplied by the time weighted average number of ordinary
shares in issue during the relevant Performance Period to which the
calculation date relates. The Performance Fee will accrue
daily.
Payment of a Performance Fee that has been earned will be
deferred to the extent that the amount payable exceeds 1.75% per
annum of the net asset value at the end of the relevant Performance
Period (amounts deferred will be payable when, and to the extent
that, following any later Performance Period(s) with respect to
which a Performance Fee is payable, it is possible to pay the
deferred amounts without causing that cap to be exceeded or the
relevant net asset value total return per share to fall below both
the relevant target net asset value per share and the relevant High
Watermark for such Performance Period, with any amount not paid
being retained and carried forward).
Subject at all times to compliance with relevant regulatory and
tax requirements, any Performance Fee paid or payable shall:
- where as at the relevant calculation date, the ordinary shares
are trading at, or at a premium to, the latest published net asset
value per ordinary share; be satisfied as to 50% of its value by
the issuance of new ordinary shares by the Company to the Portfolio
Manager (rounded down to the nearest whole number of ordinary
shares) (including the reissue of treasury shares) issued at the
latest published net asset value per ordinary share applicable at
the date of issuance;
- where as at the relevant calculation date, the ordinary shares
are trading at a discount to the latest published net asset value
per ordinary share; be satisfied as to 100% of its value in cash
and the Portfolio Manager shall, as soon as reasonably practicable
following receipt of such payment, use 50% of such Performance Fee
payment to make market purchases of ordinary shares (rounded down
to the nearest whole number of ordinary shares) within four months
of the date of receipt of such Performance Fee payment,
(in each case "Restricted Shares").
Each such tranche of Restricted Shares issued to, or acquired
by, the Portfolio Manager will be subject to a lock- up undertaking
for a period of three years post issuance or acquisition (subject
to customary exceptions).
At no time shall the Portfolio Manager (and/or any persons
deemed to be acting in concert with it for the purposes of the
Takeover Code) be obliged, in the absence of a relevant whitewash
resolution having been passed in accordance with the Takeover Code,
to receive, or acquire, further ordinary shares where to do so
would trigger a requirement to make a mandatory offer pursuant to
Rule 9 of the Takeover Code. Where any restriction exists on the
issuance of further ordinary shares to the Portfolio Manager, the
relevant amount of the Performance Fee may be paid in cash.
In addition, the Portfolio Manager is entitled to reimbursement
for all costs and expenses properly incurred by it in the
performance of its duties under the Portfolio Management
Agreement.
The Company may terminate the Portfolio Management Agreement by
giving the Portfolio Manager not less than six months' prior
written notice. The Portfolio Manager may terminate the Portfolio
Management Agreement by giving the Company not less than six
months' prior written notice.
5. Other expenses
Six months Six months
ended ended
30 September 30 September
2022 2021
GBP'000 GBP'000
Directors' fees* 46 44
Company Secretarial and Administration fee 178 162
Audit fee 20 19
Other expenses 119 104
------------------------------------------- ------------- -------------
363 329
------------------------------------------- ------------- -------------
* Peter Hewitt is not receiving a Director fee in respect of his
services to the Company. Each of the Directors has agreed to use
their applicable Directors' fees (net of applicable taxes) to
acquire ordinary shares in the secondary market, subject to
regulatory requirements. In relation to any dealings, the Directors
will comply with the share dealing code adopted by the Company in
accordance with the Market Abuse Regulation. The Board will be
responsible for taking all proper and reasonable steps to ensure
compliance with the share dealing code by the Directors.
6. Taxation
The Company has an effective tax rate of 0%. The estimated
effective tax rate is 0% as investment gains are exempt from tax
owing to the Company's status as an investment trust and there is
expected to be an excess of management expenses over taxable income
and thus there is no charge for corporation tax.
7. (Loss)/return per ordinary share
The capital, revenue and total (loss)/return per ordinary share
are based on the net (loss)/return shown in the Condensed Income
Statement and the weighted average number of ordinary shares during
the period of 99,555,787 (2021: 90,438,153).
There are no dilutive instruments in issue and therefore no
difference between the basic and diluted (loss)/return per ordinary
share.
8. Net asset value per ordinary share
The basic net asset value per ordinary share is based on net
assets of GBP155,851,000 (2021: GBP157,816,000) and on 104,045,053
(2021: 96,248,053) ordinary shares, being the number of ordinary
shares in issue at the period end.
There are no dilutive instruments in issue and therefore no
difference between the basic and diluted total net asset per
ordinary share.
9. Investments at fair value through profit or loss
The Company is required to classify fair value measurements
using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. The fair value hierarchy
consists of the following three levels:
- Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2 - Inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly (that is, as prices) or indirectly (that is, derived from
prices).
- Level 3 - Inputs for the asset or liability that are not based
on observable market data (unobservable inputs).
The level in the fair value hierarchy within which the fair
value measurement is categorised in its entirety is determined on
the basis of the lowest level input that is significant to the fair
value measurement in its entirety. For this purpose, the
significance of an input is assessed against the fair value
measurement in its entirety. If a fair value measurement uses
observable inputs that require significant adjustment based on
unobservable inputs, that measurement is a Level 3 measurement.
Assessing the significance of a particular input to the fair value
measurement in its entirety requires judgement, considering factors
specific to the asset or liability.
The determination of what constitutes 'observable' requires
significant judgement by the Company. The Company considers
observable data from investments actively traded in organised
financial markets, fair value is generally determined by reference
to Stock Exchange quoted market bid or closing prices at the close
of business on the Condensed Balance Sheet date, without adjustment
for transaction costs necessary to realise the asset.
As at 30 September 2022 As at 31 March 2022
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- ------- ------- ------- ------- ------- ------- ------- -------
Quoted at fair value 145,748 145,748 - - 155,348 155,348 - -
--------------------- ------- ------- ------- ------- ------- ------- ------- -------
Total 145,748 145,748 - - 155,348 155,348 - -
--------------------- ------- ------- ------- ------- ------- ------- ------- -------
There were no transfers between levels during the period.
10. Share capital and reserves
Six months ended Year ended
30 September 2022 31 March 2022
Number of Number of
Shares GBP'000 Shares GBP'000
--------------------------------------- ----------- ------- ---------- -------
Issued and fully paid:
Ordinary shares of 1p:
Balance at the beginning of the period 96,248,053 962 88,257,211 883
New shares issued during the period 7,797,000 78 7,990,842 79
--------------------------------------- ----------- ------- ---------- -------
Balance at the end of the period 104,045,053 1,040 96,248,853 962
--------------------------------------- ----------- ------- ---------- -------
Special distributable reserve
Upon initial placing and subsequent issuance of the Company's
ordinary shares on 1 May 2018 and 27 June 2018 respectively, the
Company accumulated a premium account of GBP85,495,000. Following
approval of the Court, effective on 8 August 2018, the share
premium account was cancelled and the balance after cancellation
cost of GBP20,000 was transferred to the special distributable
reserve.
11. Related party transactions
The amount incurred, in respect of portfolio management fees,
during the period to 30 September 2022 was GBP802,000 (30 September
2021: GBP702,000), of which GBP420,000 was outstanding at 30
September 2022 (30 September 2021: GBP377,000).
The amount incurred in respect of Directors' fees during the
period to 30 September 2022 was GBP46,000 (2021: GBP44,000) of
which GBPnil was outstanding at period end (2021: GBPnil).
GLOSSARY
AIC
Association of Investment Companies.
CTA
Corporation Tax Act 2010.
Premium/discount (APM)
A description of the difference between the share price and the
net asset value per share. The size of the discount is calculated
by subtracting the share price from the NAV per share and is
usually expressed as a percentage of the NAV per share. If the
share price is higher than the net asset value per share the result
is a premium. If the share price is lower than the net asset value
per share, the shares are trading at a discount.
30 September 31 March
Premium/(discount) calculation 2022 2022
------------------------------- ------------ --------
Closing NAV per share (p) 149.8 164.0
Closing share price (p) 150.0 166.0
------------------------------- ------------ --------
Premium (%) 0.1% 1.2%
------------------------------- ------------ --------
FCA
Financial Conduct Authority.
IPO
Initial public offering.
LSE
London Stock Exchange.
M&A
Mergers and acquisitions.
NAV
NAV stands for net asset value and represents shareholders'
funds. Shareholders' funds are the total value of a company's
assets at current market value less its liabilities.
NAV total return per ordinary share (APM)
NAV total return is the closing NAV per share including any
cumulative dividends paid as a percentage over the opening NAV.
Six months
ended Year ended
30 September 31 March
2022 2022
----------------------------------------------- ------------- ----------
Opening NAV per ordinary share (p) 164.0 139.3
Closing NAV per ordinary share (p) 149.8 164.0
----------------------------------------------- ------------- ----------
NAV total (loss)/return per ordinary share (%) (8.7)% 17.7%
----------------------------------------------- ------------- ----------
NSCI ex IT plus AIM Index
Numis Smaller Companies ex Investment Trusts plus AIM Index.
Ongoing charges ratio (APM)
Based on total expenses, excluding finance costs and certain
non-recurring items for the period or year, and average daily net
asset value.
Six months
ended Year ended
30 September 31 March
2022 2022
------------------------------------------------- ------------- ----------
Total expenses per note 4 and
note 5 (GBP'000) 1,165 2,122
Annualised total expenses (GBP'000) 2,330 2,122
Average net asset value (GBP'000) 161,268 145,968
------------------------------------------------- ------------- ----------
Ongoing charges (%) 1.44% 1.45%
------------------------------------------------- ------------- ----------
TMT
Technology, media and telecom.
Total assets
Total assets are the sum of both fixed and current assets with
no deductions.
SHAREHOLDER INFORMATION
for the six months ended 30 September 2022 (unaudited)
Investing in the Company
The Company's shares are traded on the LSE and can be bought or
sold through a stock broker or other financial intermediary .
Shares in the Company are available through savings plans,
including Investment Dealing Accounts, ISAs, Junior ISAs and SIPPs,
which facilitate both regular monthly investments and lump sum
investments in the Company's shares. The Company's shares are also
available on various investment platforms.
Share capital and NAV information
Ordinary 1p shares 104,045,053 as at 30 September 2022
Held in Treasury Nil
Shares with voting rights 104,045,053 as at 30 September 2022
SEDOL number BFFK7H5
ISIN GB00BFFK7H57
Ticker OIT
LEI 213800RWVAQJKXYHSZ74
The Company's NAV is released daily to the LSE and published on
the Company's website.
Sources of further information
Copies of the Company's Annual and Interim Reports, Stock
Exchange announcements and further information on the Company can
be obtained from its website: www.oitplc.com, or from the Company
Secretary at info@frostrow.com.
Share register enquiries
The register for the ordinary shares is maintained by Equiniti
Limited. In the event of queries regarding your holding, please
contact the Registrar on 0371 384 2030. Changes of name and/or
address must be notified in writing to the Registrar at the address
shown below. You can check your shareholding and find practical
help on transferring shares or updating your details at
www.shareview.co.uk.
Key dates
Company's half-year 30 September
end
Interim results announced November/December
Company's year end 31 March
Annual results announced May/June
Annual General Meeting September
Association of Investment Companies
The Company is a member of the AIC, which publishes monthly
statistical information in respect of member companies. The AIC can
be contacted on 020 7282 5555, enquiries@theaic.co.uk or visit the
website: www.theaic.co.uk.
CORPORATE INFORMATION
Directors Portfolio Manager
Jane Tufnell (Chairman) Odyssean Capital LLP
Arabella Cecil (Senior Independent Director) 6 Stratton Street
Peter Hewitt (Chairman of the Management Mayfair
Engagement Committee) London W1J 8LD
Richard King (Chairman of the Audit Committee) Tel: 020 7640 3282
Email: info@odysseancapital.com
Company Secretary and Registered Office Broker
Frostrow Capital LLP Winterflood Securities Limited
25 Southampton Buildings Cannon Bridge House
London WC2A 1AL 25 Dowgate Hill
Tel: 0203 008 4910 London EC4R 2GA
Email: info@frostrow.com
Website: www.frostrow.com
Independent Auditor Solicitor
KPMG LLP Gowling WLG (UK) LLP
15 Canada Square 4 More London Riverside
Canary Wharf London SE1 2AU
London E14 5GL
Registrar Custodian
Equiniti Limited RBC Investor Services Trust (UK
Aspect House Branch)
Spencer Road 100 Bishopsgate
Lancing BN99 6DA London EC2N 4AA
Tel: 0371 384 2030; +44 (0) 121 415 7047
www.shareview.co.uk
Corporate website
www.oitplc.com
Company registration number
11121934 (registered in England and Wales)
ENDS
Frostrow Capital LLP
Company Secretary
020 3709 8732
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IR VBLBXLFLZFBV
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