TIDMPGHZ TIDMPCGH
RNS Number : 2860J
PCGH ZDP PLC
12 December 2022
PCGH ZDP PLC
Legal Entity Identifier: 5493004C3YRF9HEVQI09
Annual Report and Financial Statements
for the year ended 30 September 2022
COMPANY INFORMATION
PCGH ZDP plc (the 'Company') is a public limited company
incorporated and domiciled in England and Wales on 30 March 2017,
with registration number 10700107. The principal legislation under
which the Company operates is the Companies Act 2006. The Company
has a standard listing on the London Stock Exchange.
KEY CONTACTS
Board of Directors Registered Office
Lisa Arnold (Chair) 16 Palace Street
Neal Ransome London
Andrew Fleming SW1E 5JD
Jeremy Whitley
Investment Manager and AIFM Company Secretary
Polar Capital LLP Polar Capital Secretarial Services
16 Palace Street Limited
London 16 Palace Street
SW1E 5JD London
SW1E 5JD
Independent Auditors Depositary
PricewaterhouseCoopers LLP HSBC Bank plc
7 More London Riverside 8 Canada Square
London London
SE1 2RT E14 5HQ
Legal Adviser
Registrar Herbert Smith Freehills LLP
Equiniti Limited Exchange House, Primrose Street
Aspect House, Spencer Road London
Lancing, West Sussex EC2A 2EG
BN99 6DA
Company identification codes: TICKER: PGHZ LEI: 5493004C3YRF9HEVQI09
SEDOL: BDHXP96 ISIN: GB00BDHXP963
STRATEGIC REPORT for the year ended 30 September 2022
The Strategic Report has been prepared under s414A of the
Companies Act 2006 (Strategic Report and Directors' Report)
Regulations 2013 and the Companies Act 2006 (the 'Act'). Its
purpose is to inform members of the Company and help them assess
how the directors have performed their statutory duties listed in
s171-177 of the Companies Act 2006. Under s172, Directors have a
duty to promote the success of the Company for the benefit of its
members (our Shareholders) as a whole and in doing so have regard
to the consequences of any decision in the long term, as well as
having regard to the Company's stakeholders amongst other
considerations. The fulfilment of this duty ensures decisions are
made in a responsible and sustainable way for Shareholders.
The Compan y is a financing vehicle with neither employees nor
premises. The Board seeks to understand the needs and priorities of
the Company's stakeholders and these are taken into account during
all of its discussions and as part of its decision-making. The
Board considers its key stakeholders to be its shareholders, its
Investment Manager and its third-party service providers while also
taking into account the Company's responsibilities to regulators
and the wider community.
This Strategic Report is intended to provide information about
the Company's strategy and business, its performance and the
results for the year under review. The Company is a public limited
company with the sole purpose of issuing Zero Dividend Preference
('ZDP') shares. The Company is managed by a board of non-executive
directors and the day-to-day operations of the Company are
delegated to the Investment Manager, Polar Capital LLP. The
Company's entire ordinary share capital is owned by Polar Capital
Global Healthcare Trust plc (the 'parent' or 'PCGH') while the
Company's ZDP shares are listed on the London Stock Exchange. PCGH
and the Company form the Group (the 'Group').
Chair's Statement
My report on the activities of the Group for the year ended 30
September 2022 is provided in the Annual Report of the parent
company which can be found on both the National Storage Mechanism
('NSM') at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and the following website
www.polarcapitalglobalhealthcaretrust.com
Performance and Divi dends
The sole purpose of the Company is to issue ZDP shares and to
advance the proceeds of the issue by way of a loan to PCGH. The
sole objective of the Company is to repay the ZDP shareholders on
19 June 2024 (the 'ZDP Repayment Date') their entitlement of 122.99
pence per ZDP share (the 'Final Capital Entitlement') and the
performance of the Company in meeting this objective is directly
linked to the performance of the portfolio of the parent company.
The Directors do not recommend the payment of a dividend.
Key Performance Indicators
Due to the limited nature of the Company's activities, the Board
does not consider it necessary to assess the performance of its
activities using key performance indicators.
Loan Agreement
The Company and PCGH entered into an intra-group loan agreement
(the 'Agreement') on 20 June 2017. Under the Agreement the gross
initial ZDP placing proceeds were lent to PCGH. The Agreement
provides that interest will accrue daily at an annual rate of 2.5%
compounded annually on each anniversary of the ZDP shares admission
to listing and will be rolled up and paid to the Company along with
any repayment of the principal amount on a date falling 2 business
days before the ZDP Repayment Date. PCGH has further provided an
Undertaking (the 'Undertaking') to provide additional funding in
the event of a shortfall between the final capital entitlement of
122.99 pence per ZDP share and the aggregate principal amount and
interest due pursuant to the Agreement at that date. Further
information is provided in the notes to the Financial
Statements.
The Board and Diversity
The Board has considered the targets published within the FCA
policy, Diversity and Inclusion on Company Boards and
Executive Committees (PS22/3), issued in April 2022. For
financial years commencing on or after 1 April 2022, the policy
requires under new Listing Rules 9.8.6R(9) and 14.3.33R(1), all UK
listed companies, on a comply or explain
basis, to meet the following targets:
-- At least 40% of the Board are women;
-- At least one senior board position is held by a woman;
-- At least one member of the Board is from a minority ethnic background.
The Company has no employees and the Board is comprised of one
female and three male Independent non-executive Directors. The
Board is aware that, with the exception of the requirement to have
a senior woman on the Board, Lisa Arnold has been the Chair of the
Company since February 2020, the above targets are not currently
met. The composition of the Board is considered regularly to
determine whether the needs of the Company in terms of experience
and areas of expertise are met by the directors in office. While
the Board agree that a company can benefit from greater diversity,
at present, it has not been deemed necessary to make a change to
the composition of the Board.
Management and Service Providers
As the Company's only purpose is to issue ZDP Shares, all of the
day-to-day operational, administration and other activities are
outsourced to third party service providers. The key service
providers are listed on page 2.
Corporate and Social Responsibility and Modern Slavery
As a financing vehicle, the Company has no direct social,
community, employee or environmental responsibilities. The Company
has no direct investments as its sole purpose is to provide
financing to the Group through the issue of ZDP shares . As the
Company does not make any investments it does not subscribe to a
socially responsible investment policy and does not exercise any
voting powers. The Compan y does no t provide goods or services i n
the normal course of business and does no t ha ve an y customers.
Acco r d i ng ly , it is con si d ere d t ha t the Compan y is no t
re qu ire d t o mak e an y statements in relation to modern
slavery, human trafficking or human rights .
The Environment and Greenhouse Gas Emissions
The Compan y ' s co re activities are undertaken b y its
Investment M anag er , wh i ch seeks t o li m it the use of
non-renewable res ou r c es and t o re duc e waste where possible.
Further details of the Investment Manager's ESG policy can be found
in the document library of the Company's website. The Compan ies
Act 2006 ( S tr a te g i c Report and Directors' Reports) Re gu l a
ti on s 2013 re qu ire compan ies listed on the Main Ma r k et of
the London S t ock Exchange t o report on the greenhouse gas (
'GHG' ) emissions fo r wh i ch they a re res pon si b le . The
Compan y is a financing vehicle as described above, with neither
employees nor premises, con se qu e n tly , it ha s no GHG
emissions t o report f r om its operations nor does it ha ve
responsibility fo r an y o t h er emissions.
Principal Risks and Uncertai nti es
The Board acknowledges its ultimate responsibility for managing
the risks associated with the Company. The principal risks and
uncertainties as identified by the Board are:
Capital Value:
The primary risk to the ZDP shareholders is that the assets of
the Company are insufficient to repay the final capital entitlement
of the ZDP Shares of 122.99 pence per share on the repayment date
of 19 June 2024. The payment will be dependent on the parent
company's ability to comply with its obligations under the
Agreement and the Undertaking.
Investment tenure:
There is a risk that there may not be a liquid secondary market
for the ZDP Shares. The investment should therefore be regarded as
long-term in nature and should not be considered a suitable
short-term investment.
Further details of financial risk management policies and
procedures are set out in note 10.
Future Developments
The Company does not have, and does not expect to have, any
other business interests, and the current activities of the Company
are expected to continue until the scheduled ZDP Repayment Date of
19 June 2024 at which time the Company will enter into voluntary
liquidation to wind up its operations.
Approved by the Board of Directors on 9 December 2022 and signed
on its behalf by:
Lisa Arnold,
Chair
REPORT OF THE DIRECTORS for the year ended 30 September 2022
The Directors have pleasure in submitting the audited Annual
Financial Report of the Company for the year to 30 September
2022.
Principal Activities
The Company was incorporated for the sole purpose of issuing ZDP
shares to raise finance for the Group and consequently it has no
investment policy. The Company has a limited life and unless prior
alternative arrangements are made, the Directors shall convene a
general meeting of the Company on 19 June 2024 for the purposes of
proposing a resolution to wind up the Company voluntarily. The
Company's only material financial obligations are in respect of the
ZDP shares and the only material assets are its loan to the parent
company.
Directors
The Directors who served in office during the year under review
and to the date of signing were as follows:
Lisa Arnold (Chair)
Neal Ransome
Andrew Fleming
Jeremy Whitley
Each Director was appointed pursuant to a letter of appointment
entered into with the Group. No Director had a service contract
with the Company, nor are any such contracts proposed. Apart from
the exception noted below none of the Directors had a direct
material beneficial interest in any contract to which the Company
was a party and which is or was significant in relation to the
Company's business during the year under review.
All of the current Directors are Directors of PCGH and therefore
have an indirect non-beneficial interest in the Agreement and
Undertaking entered into by the Company and PCGH. The Directors are
also shareholders in PCGH and their interests in that company's
shares are set out in the annual report of that company.
In accordance with the Articles of Association each Director is
required to retire and may offer themselves for re-election at
every third AGM. However, in line with good corporate governance
practice and the proceedings of the parent company, all directors
shall offer themselves for re-election annually.
Directors' Share Interests
None of the Directors had an interest in the share capital of
the Company at any time during the year, or between the year end
and the date of this report.
Directors' Indemnity
Directors' and Officers' Liability insurance has been put in
place. In addition, the Group provides, subject to the provisions
of s234 of the Companies Act 2006, qualifying third party indemnity
provision, an indemnity for Directors in respect of costs incurred
in the defence of any proceedings brought against them and also
liabilities owed to third parties, in either case arising out of
their positions as Directors. This was in place throughout the
financial year under review and up to and including the date of the
Financial Statements.
Share Capital
The Company was incorporated with a share capital of 50,000
ordinary shares of nominal value GBP1.00 each; on 16 June 2017,
following an initial placing, 32,128,437 Zero Dividend Preference
('ZDP') shares were issued for consideration of 100 pence each and
a nominal value of 1 pence each. The ZDP shares were admitted to a
standard listing on the London Stock Exchange on 20 June 2017.
The ZDP Shares have a limited life of seven years and, on that
basis, a final capital entitlement of 122.99 pence per ZDP share on
the ZDP Repayment Date, equivalent to a redemption yield of 3.0 per
cent. per annum (compounded annually) on the initial ZDP placing
price of 100 pence per share. The Redemption Yield of a ZDP Share
is not, and should not be taken as, a forecast of profits. The
final capital entitlement is not a guaranteed or a secured
repayment amount and there can be no assurance that the final
capital entitlement will be repaid in full on the ZDP Repayment
Date (or at all).
The final capital entitlement will rank behind any liabilities
of the Group and in priority to the capital entitlements of the
Company's ordinary shares.
The ZDP shares carry no entitlement to income and the whole of
their return accordingly takes the form of capital. The ZDP
shareholders are not entitled to receive any part of the revenue
profits (including any accumulated revenue reserves) of the Company
on a winding-up, even if the accrued capital entitlement of the ZDP
Shares will not be met in full.
The ZDP shares do not carry the right to vote at general
meetings of the Company, although they carry the right to vote as a
class on certain matters affecting their class in accordance with
paragraph 1.5 of Part VI (The ZDP Shares and Principal Bases and
Assumptions) of the Prospectus published on 12 May 2017. Further
information on the rights attaching to the ZDP Shares are set out
in Part VI of the Prospectus which is available on the parent
company's website www.polarcapitalglobalhealthcaretrust.com.
Substantial Share Interests
The Company's ordinary share capital is wholly owned by the
parent company. The Company's ZDP share capital has limited voting
capacity and as a result, ZDP shareholders are not required to
disclose holdings to the Company or the market. The ZDP share
capital is publicly traded on the London Stock Exchange.
Going Concern
The Board has considered the ability of the Company to adopt the
going concern basis for the preparation of the Financial Statements
and considered the financial position of the Company, its
cash-flows and its liquidity position. The Board has also
considered in making its assessment any material uncertainties and
events that might cast significant doubt upon the Company's ability
to continue as a going concern, such as sessment included the
stress testing carried out by the parent company using a variety of
falling parameters to demonstrate the effects on the parent
company's share price and net asset value. With regard to the
information available and the assessment of the financial position
of the Company the Board believes the going concern basis should be
adopted for the preparation of the Financial Statements for the
year ended 30 September 2022 and that the Company can continue in
operational existence for at least 12 months from the date of
signing of this report.
The Company has a standard listing on the London Stock Exchange
and is therefore not required to comply with the enhanced UK
corporate governance requirement to provide a longer-term viability
statement. The Company was incorporated with a limited life of
seven years ending on 19 June 2024 on which date the ZDP Shares
will be repaid and the Board will convene a general meeting to
propose a resolution to voluntarily wind up the operations of the
Company.
STATEMENT ON CORPORATE GOVERNANCE AND INTERNAL CONTROLS
As referred to above the Company's ZDP shares are subject to a
standard listing and the Board is therefore not required to provide
a statement of compliance with the principles of the UK Corporate
Governance Code.
The Board has overall responsibility for the Company's internal
controls. The Board aims to maintain full and effective control
over appropriate strategic, financial, operational and compliance
issues. There is no separate audit or other committee given the
activities of the Company are limited.
It is the Company's policy to achieve the best terms available
for all services provided to the Company from suppliers and there
is therefore no single policy adopted when negotiating terms. The
Company had no trade creditors at the year-end.
Each of the Directors, at the date of approval of this report,
confirms that:
a) so far as the Director is aware, there is no relevant audit
information of which the Company's auditors are unaware; and
b) the Directors have taken all the steps that they ought to
have taken as Directors to make themselves aware of any relevant
audit information and to establish that the Company's auditors are
aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of s418 of the Companies Act
2006.
Independent Auditors
PricewaterhouseCoopers LLP (PwC) were selected to continue as
independent auditors of both the parent and the Company. PwC have
confirmed their independence and have expressed their willingness
to be re-appointed, in accordance with s489 of the Companies Act
2006. A resolution proposing their re-appointment will be proposed
to the AGM.
Annual General Meeting
The sixth AGM of the Company will be held at the conclusion of
the parent company AGM on 9 February 2023.
A Notice of Meeting incorporated at the end of this Annual
Report sets out in full the resolutions to be proposed at the
meeting. Resolutions shall be proposed to receive the Annual Report
and Financial Statements, receive and approve the Directors'
Remuneration Implementation Report, re-elect Lisa Arnold, Neal
Ransome, Andrew Fleming and Jeremy Whitley, re-appoint the auditors
and authorise the Directors to set their fees. The Directors are
also seeking renewal of the authorisation to make market purchases
of the Company's ZDP shares.
Listing Rule 9.8.4
Listing Rule 9.8.4 requires the Company to include certain
further information in relation to the Company which is not
otherwise disclosed. The Directors confirm there are no additional
disclosures to be made pursuant to this rule.
By order of the Board
Tracey Lago, FCG
Polar Capital Secretarial Services Ltd
Company Secretary
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE
FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Report
and Financial Statements in accordance with applicable law and
regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the Financial Statements in accordance with
UK-adopted International Accounting Standards ("UK-adopted IAS").
Additionally, the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules require the directors to prepare the group
financial statements in accordance with UK-adopted IAS standards.
Under company law, the Directors must not approve the Financial
Statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or
loss of the Company for that year. In preparing the Financial
Statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- state whether, for the group and company, UK-adopted IAS have
been followed, subject to any material departures disclosed and
explained in the financial statements;
-- make judgements and accounting estimates that are reasonable and prudent; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the Financial Statements and the Directors' Remuneration
Implementation Report comply with the Companies Act 2006.
The Directors are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the Company's information on the parent company's website.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
Directors' Confirmations
Each of the Directors, whose names and functions are listed in
Company Information section confirm that, to the best of their
knowledge:
-- the Company financial statements, which have been prepared in
accordance with UK-adopted IAS, give a true and fair view of the
assets, liabilities, financial position and results of the Company;
and
-- the Strategic Report includes a fair review of the
development and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties that it faces.
The financial statements were approved by the Board on 9
December 2022 and the responsibility statements were signed on its
behalf by Lisa Arnold, Chair of the Board.
Lisa Arnold,
Chair
DIRECTORS' REMUNERATION IMPLEMENTATION REPORT
The Board has prepared this report, in accordance with the
requirements of Schedule 8 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 (as amended)
(the 'Regulations'). An ordinary resolution for the approval of the
Directors' Remuneration Policy will be proposed to shareholders at
least every three years. The Remuneration Implementation Report
shall be put to shareholders at the AGM annually.
The law requires the Group's Auditors, PricewaterhouseCoopers
LLP, to audit certain disclosures provided. Where disclosures have
been audited, they are indicated as such. The Auditors' opinion is
included in their report on page 11.
Report from the Company Chair
As set out in the Directors' Report, the Company has a standard
listing and is not required to report on its compliance with the
provisions or application of the principles of the UK Corporate
Governance Code. The parent company considers the Directors'
remuneration for the Group as a whole and the Directors see no
benefit in creating a separate Remuneration Committee. The Board,
with Mrs Arnold as Chair, considers and approves Directors'
remuneration, for services provided to the Company.
Directors' Remuneration Policy
In accordance with the Company's Articles of Association, the
Directors' Remuneration Policy is that no fees, expenses or any
other financial benefits are payable to the Directors in connection
with their duties to the Company. Directors are also not eligible
for bonuses, pension benefits, share options or long-term incentive
schemes as the Board does not consider such arrangements or
benefits necessary or appropriate.
The Directors receive fees relating to their duties to the
parent company. This policy will continue for future years and is
set out in full in the Directors' Remuneration Report of the parent
company.
The Remuneration Policy was last approved by shareholders at the
AGM in February 2020 for the period from 1 October 2020 to 30
September 2023. As stated above, a resolution to approve the
Remuneration Policy will be put to shareholders at least once in
every three-year period. Accordingly, a resolution to approve the
Directors' Remuneration Policy will be put to shareholders at the
AGM to be held on 9 February 2023 and if approved, the Remuneration
Policy will remain in force for the period 1 October 2023 to the
end of life of the Company's fixed life or 30 September 2026,
whichever is the sooner.
Directors' service contracts and terms
None of the Directors have a contract of service with the
Company or the parent company, nor has there been any contract or
arrangement between the Company and any Director at any time during
the year. The terms of their appointment provide that a Director
shall retire and be subject to re-election at the first AGM after
their appointment, and at least every three years thereafter. A
Director's appointment can be terminated in accordance with the
Articles and without compensation.
Directors' interests and emoluments for the year (audited)
None of the Directors had interests in the ZDP shares at the
year end of 30 September 2022 and no personal account transactions
have been undertaken since the year end. The ordinary shares are
wholly owned by the parent company. No fees are payable to the
Directors regarding their duties to the Company.
The Directors' interests in the shares of the parent company are
shown in the Annual Report of the parent company.
Company's performance
As a finance company which has lent all of its assets (other
than the cash received on the initial allotment of its ordinary
share capital) to the parent company the performance of the Company
is therefore best reflected by looking at the performance of the
parent company. The Directors' remuneration report within the
Annual Report of the parent company contains a graph comparing the
total return (assuming all dividends are reinvested) to the parent
company ordinary shareholders, compared to the total shareholder
return of the MSCI ACWI Healthcare Index. A copy of the parent
company's Annual Report can be found on the following website
www.polarcapitalglobalhealthcaretrust.com and the National Storage
Mechanism (NSM) at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
In accordance with the Regulations, the graph below compares the
share price of ZDP shares with the MSCI ACWI Healthcare Index over
the period since listing of the ZDP shares on 20 June 2017 to the
end of the period on 30 September 2022. The MSCI ACWI Healthcare
Index has been selected as it is considered to represent a broad
equity market index against which the performance of the parent
company's assets may be adequately assessed.
There has been no demonstration of relative importance of spend
on pay for the Company as no remuneration is payable to
Directors.
Approval
The Directors' Remuneration Implementation Report was approved
by the Board on 9 December 2022.
On behalf of the Board of Directors
Lisa Arnold
Chair
INDEPENT AUDITORS' REPORT TO THE MEMBERS OF PCGH ZDP PLC
Report on the audit of the financial statements
Opinion
In our opinion, PCGH ZDP plc's financial statements:
-- give a true and fair view of the state of the company's
affairs as at 30 September 2022 and of its result and cash flows
for the year then ended;
-- have been properly prepared in accordance with UK-adopted
international accounting standards; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the
Annual Report and Financial Statements (the "Annual Report"), which
comprise: the Balance Sheet as at 30 September 2022; the Statement
of Comprehensive Income, Cash Flow Statement, and the Statement of
Changes in Equity for the year then ended; and the Notes to the
Financial Statements, which include a description of the
significant accounting policies.
Our opinion is consistent with our reporting to the Audit
Committee of Polar Capital Global Healthcare Trust plc.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our
responsibilities under ISAs (UK) are further described in the
Auditors' responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Independence
We remained independent of the company in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC's Ethical
Standard, as applicable to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements.
To the best of our knowledge and belief, we declare that
non-audit services prohibited by the FRC's Ethical Standard were
not provided.
We have provided no non-audit services to the company in the
period under audit.
Our audit approach
Overview
Audit scope
-- The Company is a wholly-owned subsidiary of Polar Capital
Global Healthcare Trust plc, and it serves as a financing vehicle
which issues Zero Dividend Preference (ZDP) shares and loans the
proceeds to its parent company.
-- The Company and engages Polar Capital LLP (the "Manager") to
manage its day to day operations.
-- We conducted our audit of the financial statements using
information from HSBC Securities Services (the "Administrator") to
whom the Manager has, with the consent of the Directors, delegated
the provision of certain administrative functions.
-- We tailored the scope of our audit taking into account the
types of investments within the Company, the involvement of the
third parties referred to above, the accounting processes and
controls, and the industry in which the Company operates.
Key audit matters
-- Accounting for the Zero Dividend Preference shares and loan to parent company
Materiality
-- Overall materiality: GBP376,000 (2021: GBP365,000) based on 1% of total assets.
-- Performance materiality: GBP282,000 (2021: GBP273,750).
The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors'
professional judgement, were of most significance in the audit of
the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not
due to fraud) identified by the auditors, including those which had
the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters, and any comments we make on the
results of our procedures thereon, were addressed in the context of
our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on
these matters.
This is not a complete list of all risks identified by our
audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Accounting for the Zero Dividend Preference shares and
loan to parent company
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Refer to the Accounting Policies and the Notes to the We performed testing to agree the loan balance to the
Financial Statements. loan agreement and payment schedule
between the Company and Polar Capital Global Healthcare
On 19 June 2017, the Company issued Zero Dividend Trust plc. We recalculated the loan
Preference (ZDP) shares and entered into interest and contribution received from the parent
an agreement to lend the gross initial ZDP Placing Company and the appropriation to ZDP shares
proceeds to its parent, Polar Capital Global to test that they have been accounted for in accordance
Healthcare Trust plc. with this stated accounting policy.
We focused on the appropriateness of the accounting No material misstatements were identified by our testing.
policy for the ZDP shares and the loan
due from the parent, and the presentation of these
balances in the financial statements as
set out in the requirements of accounting standards.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
company, the accounting processes and controls, and the industry in
which it operates.
In particular, we looked at where the Directors made subjective
judgements, for example in respect of accounting estimates that
involved making assumptions and considering future events that are
inherently uncertain.
Materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on
the financial statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Overall company materiality GBP376,000 (2021: GBP365,000).
How we determined it 1% of total assets
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Rationale for benchmark applied We have applied this benchmark because the Company's total assets reflect its
purpose to raise
financing and represent its contribution to its parent company.
------------------------------------------------------------------------------------
We use performance materiality to reduce to an appropriately low
level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances,
classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 75% (2021: 75%) of
overall materiality, amounting to GBP282,000 (2021: GBP273,750) for
the company financial statements.
In determining the performance materiality, we considered a
number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and
concluded that an amount at the upper end of our normal range was
appropriate.
We agreed with the Audit Committee of Polar Capital Global
Healthcare Trust plc that we would report to them misstatements
identified during our audit above GBP18,800 (2021: GBP18,200) as
well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors' assessment of the company's
ability to continue to adopt the going concern basis of accounting
included:
-- evaluating the Directors' updated risk assessment and
considering whether it addressed relevant threats, including the
ongoing impact of COVID-19, rising inflation, Russia's Invasion of
Ukraine, and the subsequent economic uncertainty;
-- evaluating the Directors' assessment of potential operational
impacts, considering their consistency with other available
information and our understanding of the business and assessed the
potential impact on the financial statements; and
-- reviewing the Directors' assessment of the Company's
financial position in the context of its ability to meet future
expected finance costs, their assessment of liquidity as well as
their review of the operational resilience of the Company and
oversight of key third-party service providers.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
company's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the company's
ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our auditors'
report thereon. The directors are responsible for the other
information. Our opinion on the financial statements does not cover
the other information and, accordingly, we do not express an audit
opinion or, except to the extent otherwise explicitly stated in
this report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If we
identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude
whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If,
based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to
report that fact. We have nothing to report based on these
responsibilities.
With respect to the Strategic report and Report of the
Directors, we also considered whether the disclosures required by
the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions and
matters as described below.
Strategic report and Report of the Directors
In our opinion, based on the work undertaken in the course of
the audit, the information given in the Strategic report and Report
of the Directors for the year ended 30 September 2022 is consistent
with the financial statements and has been prepared in accordance
with applicable legal requirements.
In light of the knowledge and understanding of the company and
its environment obtained in the course of the audit, we did not
identify any material misstatements in the Strategic report and
Report of the Directors.
Directors' Remuneration
In our opinion, the part of the Directors' Remuneration Report
to be audited has been properly prepared in accordance with the
Companies Act 2006.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial
statements
As explained more fully in the Statement of Directors'
Responsibilities in Respect of the Financial Statements, the
directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and for
being satisfied that they give a true and fair view. The directors
are also responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditors' report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud, is detailed below.
Based on our understanding of the company and industry, we
identified that the principal risks of non-compliance with laws and
regulations related to Chapter 17 of the Listing Rules, and we
considered the extent to which non-compliance might have a material
effect on the financial statements. We also considered those laws
and regulations that have a direct impact on the financial
statements such as Companies Act 2006. We evaluated management's
incentives and opportunities for fraudulent manipulation of the
financial statements (including the risk of override of controls),
and determined that the principal risks were related to posting
inappropriate journal entries to increase revenue or to increase
total assets. Audit procedures performed by the engagement team
included:
-- discussions with the manager and the Audit Committee of Polar
Capital Global Healthcare Trust plc, including consideration of
known or suspected instances of non-compliance with laws and
regulation and fraud;
-- reviewing relevant meeting minutes, including those of the
Audit Committee of Polar Capital Global Healthcare Trust plc;
-- evaluation of the controls implemented by the Company and the
Administrator designed to prevent and detect irregularities;
and
-- identifying and testing journal entries, in particular year end journal entries posted by the administrator during the preparation of the financial statements and any journals with unusual account combinations.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely
related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through
collusion.
Our audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited
number of items for testing, rather than testing complete
populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other
cases, we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditors' report.
Use of this report
This report, including the opinions, has been prepared for and
only for the company's members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006 and for no other purpose. We
do not, in giving these opinions, accept or assume responsibility
for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
-- we have not obtained all the information and explanations we require for our audit; or
-- adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- the financial statements and the part of the Directors'
Remuneration Report to be audited are not in agreement with the
accounting records and returns.
We have no exceptions to report arising from this
responsibility.
Appointment
Following the recommendation of the Audit Committee of Polar
Capital Global Healthcare Trust plc, we were appointed by the
members on 30 March 2017 to audit the financial statements for the
year ended 30 September 2017 and subsequent financial periods. The
period of total uninterrupted engagement is 6 years, covering the
years ended 30 September 2017 to 30 September 2022.
Kevin Rollo (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
9 December 2022
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 September 2022
Year ended Year ended
30 September 30 September
2022 2021
Notes GBP GBP
-------------- --------------
Loan interest 1 892,850 871,073
Contribution from parent 2 201,158 191,073
-------------- --------------
Total income 1,094,008 1,062,146
-------------- --------------
Total expenses 3 - -
-------------- --------------
Profit before finance costs and
tax 1,094,008 1,062,146
Finance costs
Appropriation to ZDP shares 4 (1,094,008) (1,062,146)
-------------- --------------
Total finance costs (1,094,008) (1,062,146)
-------------- --------------
Result before taxation - -
Taxation 5 - -
-------------- --------------
Net result for the year and total
comprehensive income - -
-------------- --------------
The amounts dealt with in the Statement of Comprehensive Income
are all derived from continuing activities.
The notes to follow form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
For the year ended 30 September 2022
Year ended 30 September
2022
----------------------------
Called
up share Capital Total
capital reserve equity
GBP GBP GBP
--------- -------- -------
Total equity at 1 October 2021 50,000 - 50,000
Result and total comprehensive income
for the year ended 30 September 2022 - - -
Total equity at 30 September 2022 50,000 - 50,000
--------- -------- -------
Year ended 30 September
2021
----------------------------
Called
up share Capital Total
capital reserve equity
GBP GBP GBP
--------- -------- -------
Total equity at 1 October 2020 50,000 - 50,000
Result and total comprehensive income
for the year ended 30 September 2021 - - -
Total equity at 30 September 2021 50,000 - 50,000
--------- -------- -------
The notes to follow form part of these financial statements.
BALANCE SHEET
As at 30 September 2022
30 September 30 September
2022 2021
Notes GBP GBP
------------ -------------
Non-current assets
Loan to parent company 6 37,560,975 36,466,967
Current assets
Cash and cash equivalents 50,000 50,000
------------ -------------
Total assets 37,610,975 36,516,967
------------ -------------
Non-current liabilities
Zero Dividend Preference shares 7 (37,560,975) (36,466,967)
------------ -------------
Total liabilities (37,560,975) (36,466,967)
------------ -------------
Net assets 50,000 50,000
------------ -------------
Equity attributable to equity
shareholders
Called up share capital 8 50,000 50,000
Capital reserve - -
------------ -------------
Total equity 50,000 50,000
------------ -------------
The financial statements of PCGH ZDP plc were approved by the
Board of Directors and authorised for issue on 9 December 2022.
They were signed on behalf of the Board by:
Lisa Arnold,
Chair
The notes to follow form part of these financial statements.
CASH FLOW STATEMENT
For the year ended 30 September 2022
Year ended Year ended
30 September 30 September
2022 2021
GBP GBP
Cash flows from operating activities
Profit before finance costs and taxation 1,094,008 1,062,146
Increase in receivable* (1,094,008) (1,062,146)
------------- -------------
Net cash inflow from operating activities - -
------------- -------------
Cash flows from financing activities
Net cash outflow from financing activities - -
------------- -------------
Net increase in cash and cash equivalents - -
Cash and cash equivalents at the beginning
of the year 50,000 50,000
------------- -------------
Cash and cash equivalents at the end
of the year 50,000 50,000
------------- -------------
The notes to follow form part of these financial statements.
* The 'increase in payables' under financing activities shown in
prior years has been moved and reclassified as an 'increase in
receivables' under operating activities. There have been no changes
to amounts shown in prior years and there is no impact on the final
cash flow position.
NOTES TO THE FINANCIAL STATEMENTS - POLICIES
A. General Information
The Company's presentational and functional currency is pounds
sterling as this is the currency of the primary economic
environment in which the Company operates.
The Directors believe it is appropriate to adopt the going
concern basis. In order to be able to continue as a going concern,
the Company relies on the parent company to pay the operational
costs and the repayment of the loan when it falls due. Based on the
assessment carried out against the parent company, the parent
company has adequate financial resources to meet its liabilities as
and when they fall due. In addition to the assessment, the parent
company carried out stress testing using a variety of falling
parameters to demonstrate the effects on the parent company's share
price and net asset value. The Company does not have, and does not
expect to have, any other business interests, and the current
activities of the Company are expected to continue until the
scheduled ZDP Repayment Date of 19 June 2024 at which time the
Company will enter into voluntary liquidation.
B. Accounting Policies
The principal accounting policies which have been applied
consistently throughout the year are set out below:
Basis of Preparation
In line with the Company's parent, the financial statements have
been prepared and approved by the Directors in accordance with
UK-adopted international accounting standards ("UK-adopted
IAS").
a) Income
(i) Loan Interest
Under a Loan Agreement the gross initial ZDP Placing proceeds
have been lent to the parent, Polar Capital Global Healthcare Trust
plc. The Loan Agreement provides that interest will accrue daily at
an annual rate of 2.5% compounded annually on each anniversary of
ZDP Admission and will be rolled up and paid to PCGH ZDP plc along
with any repayment of the principal amount on a date falling 2
business days before the ZDP Repayment Date.
(ii) Transfer re Parent Undertaking
Polar Capital Global Healthcare Trust plc and the Company, PCGH
ZDP plc, have entered into an Undertaking whereby to the extent
that the Final Capital Entitlement multiplied by the number of
outstanding ZDP shares as at the ZDP Repayment Date exceeds the
aggregate principal amount and accrued interest due pursuant to the
Loan Agreement as at that date (the Additional Funding
Requirement), the parent shall: (i) subscribe for additional
subsidiary shares to a value equal to or greater than the
Additional Funding Requirement; and (ii) make a capital
contribution or gift or otherwise pay an amount equal to or greater
than the Additional Funding Requirement.
b) Finance costs
The ZDP shares are designed to provide a pre-determined capital
growth from their original issue price of 100p on 20 June 2017 to a
Final Capital Entitlement of 122.99p on 19 June 2024. The initial
capital of 100p at 20 June 2017 will increase at an interest rate
of 3% compounding annually (see note 4). The provision for the
capital growth entitlement on the ZDP shares is included as a
finance cost. No dividends are payable on the ZDP shares.
c) Taxation
Taxation is currently payable based on the taxable profits for
the year ended 30 September 2022. Taxable profit differs from net
profit as reported in the Statement of Comprehensive Income because
it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that
are never taxable or deductible. The Company's liability for
current tax is calculated using tax rates that have been enacted or
substantively enacted at the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on
temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and is accounted
for using the balance sheet liability method. Deferred tax
liabilities are recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset is
realised based on tax rates that have been enacted or substantively
enacted at the balance sheet date.
d) Investments Held at Fair Value Through Profit or Loss
The Company holds no investments, rather the proceeds from the
issue of the ZDP shares have been lent to the parent, Polar Capital
Global Healthcare Trust plc, for investment purposes.
e) Loan to the Parent Company
On 20 June 2017, the Company provided an interest-bearing loan
to its parent company, Polar Capital Global Healthcare Trust plc.
The loan is carried at amortised cost, which represents the initial
cost of the loan plus accrued interest and any contribution due
from the parent to meet the total ZDP entitlement.
f) Impairment
IFRS 9 requires the Company to record expected credit losses on
all financial assets measured at amortised cost, either on a
12-month or lifetime basis. At each reporting date, the Company
reviews the carrying amounts of financial assets to determine
whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an asset, the Company estimates
the recoverable amount to which the asset belongs. If the
recoverable amount of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. An impairment loss is recognised immediately in
the Statement of Comprehensive Income. Recognised impairment losses
are reversed if the reasons for the impairment loss have ceased to
apply.
g) Cash and Cash Equivalents
Cash comprises cash on hand and demand deposits. Cash
equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash.
h) Segmental Reporting
Under IFRS 8, 'Operating Segments', operating segments are
considered to be the components of an entity about which separate
financial information is available that is evaluated regularly by
the chief operating decision maker in deciding how to allocate
resources and in assessing performance. The chief operating
decision maker has been identified as the Investment Manager (with
oversight from the Board). The Directors are of the opinion that
the Company has only one operating segment and as such no distinct
segmental reporting is required.
i) Key Estimates and Judgements
Estimates and assumptions used in preparing the financial
statements are reviewed on an ongoing basis and are based on
historical experience and various other factors that are believed
to be reasonable under the circumstances. The results of these
estimates and assumptions form the basis of making judgements about
carrying values of assets and liabilities that are not readily
apparent from other sources. The Company does not consider that
there have been any significant estimates or assumptions in the
current financial year.
j) New and Revised Accounting Standards
There were no new UK-adopted IAS or amendments to UK-adopted IAS
applicable to the current year which had any significant impact on
the Company's Financial Statements.
i) The following new or amended standards became effective for
the current annual reporting period and the adoption of the
standards and interpretations have not had a material impact on the
Financial Statements of the Company.
Standards & Interpretations Effective
for periods
commencing
on or after
IFRS 9, IAS 39, IBOR Reform - Phase 2 addresses 1 January
IFRS 7, IFRS 16 issues that might affect financial 2021
and IFRS 4: Interest reporting during the reform of
Rate Benchmark Reform an interest rate benchmark, including
- phase 2 (amended) the effects of changes to contractual
cash flows or hedging relationships
arising from the replacement of
an interest rate benchmark with
an alternative benchmark rate.
The Phase 2 amendments apply only
to changes required by the interest
rate benchmark reform to financial
instruments and hedging relationships.
---------------------------------------- -------------
ii) At the date of authorisation of the Company's financial
statements, there were no relevant standards that potentially
impact the Company that are in issue but are not yet effective.
NOTES TO THE FINANCIAL STATEMENTS - NOTES
1. Loan Interest
Under a Loan Agreement the gross initial ZDP Placing proceeds
have been lent to the Parent. The Loan Agreement provides that
interest will accrue daily at an annual rate of 2.5% compounded
annually.
2. Contribution from parent
The contribution represents the additional funding required from
the parent to meet the entitlement due to the ZDP shareholders at
the year end. The contribution from the parent for the year ended
30 September 2022 was GBP201,158 (2021: GBP191,073).
3. Total expenses
The Directors receive no remuneration in respect of their
services to the Company. Auditors' fees for audit services are paid
by the Company's parent, Polar Capital Global Healthcare Trust plc
and amounted to GBP6,875 (2021: GBP6,250).
4. Finance costs
The ZDP shares are designed to provide a pre-determined capital
growth from their original issue price of 100p on 20 June 2017 to a
final capital entitlement of 122.99p on 19 June 2024. The initial
capital of 100p at 20 June 2017 will increase at a growth rate of
3% compounding annually. The provision for the capital growth
entitlement for the year on the ZDP shares is included as a finance
cost.
5. Taxation
a) Analysis of tax charge for the year
The corporation tax for the year ended 30 September 2022 was
GBPnil (2021: GBPnil).
b) Factors affecting tax charge for the year
The charge for the year can be reconciled to the result per the
Statement of Comprehensive Income. The result before taxation for
the year ended 30 September 2022 was GBPnil (2021: GBPnil).
6. Loan to parent company
Year ended Year ended
30 September 30 September
2022 2021
GBP GBP
-------------- --------------
Opening balance 36,466,967 35,404,821
Loan interest accrued 892,850 871,073
Additional contribution to meet ZDP
entitlement 201,158 191,073
-------------- --------------
Closing balance 37,560,975 36,466,967
-------------- --------------
The carrying value of receivables approximates to its fair
value.
PCGH ZDP plc has an outstanding inter-group loan with the
parent, Polar Capital Global Healthcare Trust plc. The Company
carried out an analysis which considers both historical and
forward-looking qualitative and quantitative information to
determine if the inter-group loan is low credit risk as at 30
September 2022. The results of the analysis demonstrated that the
risk of default or impairment was very low and that there has not
been a significant increase (if any) in credit risk since the loan
was first recognised. There is not expected to be material adverse
changes in the economic and investment conditions during the year
which would reduce the ability of Polar Capital Global Healthcare
Trust plc to repay the loan due on 19 June 2024.
7. Zero Dividend Preference shares
Year ended Year ended
30 September 30 September
2022 2021
GBP GBP
-------------- --------------
Opening balance 36,466,967 35,404,821
Capital growth entitlement of ZDP shares 1,094,008 1,062,146
-------------- --------------
Closing balance 37,560,975 36,466,967
-------------- --------------
8. Called up share capital
30 September 30 September
2022 2021
GBP GBP
------------- -------------
Allotted, called up and fully paid:
50,000 (2021: 50,000) Ordinary shares
of GBP1 each: 50,000 50,000
At 30 September 50,000 50,000
------------- -------------
9. Parent undertaking and controlling party
At 30 September 2022 the Company was a wholly owned subsidiary
undertaking of Polar Capital Global Healthcare Trust plc, the
Ultimate Parent Undertaking, a Company registered in England and
Wales, number 07251471. Copies of the Ultimate Parent Undertaking's
consolidated financial statements may be obtained from the Company
Secretary, Polar Capital Secretarial Services Ltd, 16 Palace
Street, London SW1E 5JD.
10. Financial instruments - Risk management policies and
procedures for the Company
The Company's exposure to financial instruments can comprise
cash, liquid resources and long-term receivables and payables that
arise directly from the Company's operations.
The main risks arising from financial instruments are liquidity
risk, credit risk and market risk. The risks have remained
unchanged since the beginning of the year to which these financial
statements relate and are summarised below:
(a) Liquidity risk
The Company's assets comprise cash and long-term receivables
which it is expected will be collectable to meet ZDP funding
requirements.
(b) Credit risk
This is the risk that a counterparty to a financial instrument
will fail to discharge an obligation or commitment that it has
entered into with the Company. As at 30 September 2022, the
Company's financial assets which are exposed to credit risk is the
loan to the parent company, Polar Capital Global Healthcare Trust
plc and it amounted GBP37,560,975 (2021: GBP36,466,967). The loan
to the parent company has low credit risk as the parent has a
strong capacity to meet its contractual cash flow obligations as
they fall due.
The Company does not consider this risk to be significant as it
has limited exposure to non-group third parties in respect of
amounts receivable. Cash balances are only deposited with financial
institutions with a high credit rating. The Company assesses all
external counterparties for the credit risk before contracting with
them.
(c) Market risk
The Company has no direct exposure to market risk as it does not
hold or trade any direct investment positions. Any indirect market
risks though the parent company are actively monitored throughout
the year as part of the parent company's risk management policies
and procedures.
11. Related party
On 20 June 2017, the Company provided an interest-bearing loan
to its parent company, Polar Capital Global Healthcare Trust plc.
The loan is carried at amortised cost, which represents the initial
cost of the loan plus accrued interest and any contribution due
from the parent to meet the total ZDP entitlement. At the year end,
GBP37,560,975 was due from the parent company in respect of the
loan.
NOTICE OF ANNUAL GENERAL MEETING of PCGH ZDP plc (the
'Company')
NOTICE IS HEREBY GIVEN that the sixth ANNUAL GENERAL MEETING of
the Company will be held following the conclusion of the Annual
General Meeting of the parent company Polar Capital Global
Healthcare Trust plc, on Thursday, 9 February 2023 at the offices
of Polar Capital LLP, 16 Palace Street, London SW1E 5JD to consider
and if thought fit to pass the following Resolutions of which
resolutions 1 to 9 will be proposed as Ordinary Resolutions and
resolutions 10 and 11 will be proposed as Special Resolutions:
Ordinary Resolutions
1. To receive the Annual Report and Financial Statements for the year ended 30 September 2022.
2. To approve the Directors' Remuneration Policy as contained in
the Report on Directors' Remuneration Implementation Report, such
approval to begin from the expiry of the current Policy on 30
September 2023 and until the end of life of the Company's fixed
life or 30 September 2026, whichever is the sooner.
3. To receive and approve the Directors' Remuneration
Implementation Report for the year ended 30 September 2022.
4. To re-elect Lisa Arnold as a Director of the Company.
5. To re-elect Neal Ransome as a Director of the Company.
6. To re-elect Andrew Fleming as a Director of the Company.
7. To re-elect Jeremy Whitley as a Director of the Company.
8. To re-appoint PricewaterhouseCoopers LLP as Auditors to the
Company to hold office until the conclusion of the next Annual
General Meeting of the Company.
9. To authorise the Directors to determine the remuneration of the Auditors.
Special Resolutions
10. THAT the Company be and is hereby generally and
unconditionally authorised pursuant to Section 701 of the Companies
Act 2006 (the "Act") to make market purchases (within the meaning
of Section 693 of the Act) of Zero Dividend Preference (ZDP) shares
of 1 pence each in the capital of the Company, on such terms and in
such manner as the Directors may from time to time determine
PROVIDED THAT:
(a) the maximum number of ZDP shares hereby authorised to be
purchased shall be 4,816,052; or such number representing
approximately 14.99% of the issued share capital at 9 December
2022;
(b) the minimum price excluding expenses which may be paid for an ZDP share is 1 pence;
(c) the maximum price excluding expenses payable by the Company
for each ZDP share is the higher of:
(i) 105 per cent. of the average of the middl e - market quo t
ations of the ZDP shar es for the five busi ne ss da ys prior to
the da te of the market pu rc has e; and
(ii) the price of the last inde pendent trade and the highe st
current independent bid for a ZDP share on the trading venues where
the market purchases by the Company pursuant to the authority
conferred by this Resolution 10 will be carried out.
(d) the authority hereby conferred shall expire at the
conclusion of the next AGM of the Company, unless such authority is
renewed prior to such time;
(e) the Company may make a contract to purchase ZDP shares under
the authority hereby conferred prior to the expiry of such
authority which will or may be executed wholly or partly after the
expiration of such authority and may make a purchase of ordinary
shares pursuant to any such contract; and
(f) any ZDP shares so purchased shall be cancelled immediately upon completion of the purchase.
11. THAT a general meeting, other than an annual general
meeting, may be called on not less than 14 clear days' notice.
BY ORDER OF THE BOARD
Tracey Lago, FCG
Polar Capital Secretarial Services Limited
Company Secretary
9 December 2022
Registered office:
16 Palace Street,
London
SW1E 5JD
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING of PCGH ZDP
plc
1. The holders of the Ordinary shares have the right to receive
notice, attend, speak and vote at the Annual General Meeting.
Holders of ZDP shares have the right to receive notice of general
meetings of the Company but do not have any right to attend, speak
or vote at any general meeting of the Company unless the business
of the meeting includes any resolution to vary, modify or abrogate
any of the special rights attached to ZDP shares.
2. A member entitled to attend, vote and speak at this meeting
may appoint one or more persons as his/her proxy to attend, speak
and vote on his/her behalf at the meeting. A proxy need not be a
member of the Company. If multiple proxies are appointed, they must
not be appointed in respect of the same shares. To be effective,
the enclosed form of proxy, together with any power of attorney or
other authority under which it is signed or a certified copy
thereof, should be lodged at the office of the Company Secretary,
16 Palace Street, London SW1E 5JD not later than 48 hours before
the time of the meeting. The appointment of a proxy will not
prevent a member from attending the meeting and voting and speaking
in person if he/she so wishes. A member present in person or by
proxy shall have one vote on a show of hands and on a poll, shall
have one vote for every Ordinary share of which he/she is the
holder.
3. A person to whom this notice is sent who is a person
nominated under Section 146 of the Companies Act 2006 to enjoy
information rights (a "Nominated Person") may, under an agreement
between him/her and the shareholder by whom he/she was nominated,
have a right to be appointed (or to have someone else appointed) as
a proxy for the Annual General Meeting. If a Nominated Person has
no such proxy appointment or does not wish to exercise it, he/she
may, under any such agreement, have a right to give instructions to
the shareholder as to the exercise of voting rights. The statements
of the rights of members in relation to the appointment of proxies
in Note 2 above do not apply to a Nominated Person. The rights
described in that Note can only be exercised by registered members
of the Company.
4. As at 9 December 2022 (being the last business day prior to
the publication of this notice) the Company's issued voting share
capital and total voting rights amounted to 50,000 Ordinary shares
of 100 pence each. In addition, there are 32,128,437 ZDP shares of
1 pence each nominal value in issue with no voting rights
attached.
5. The Company specifies that only those Ordinary shareholders
registered on the Register of Members of the Company as at 2.00pm
on 7 February 2023 (or in the event that the meeting is adjourned,
only those shareholders registered on the Register of Member of the
Company as at 11.30am on the day which is 48 hours prior to the
adjourned meeting) shall be entitled to attend in person or by
proxy and vote at the Annual General Meeting in respect of the
number of shares registered in their name at that time. Changes to
entries on the Register of Members after that time shall be
disregarded in determining the rights of any person to attend or
vote at the meeting.
6. Any question relevant to the business of the Annual General
Meeting may be asked at the meeting by anyone permitted to speak at
the meeting. You may alternatively submit your question in advance
by letter addressed to the Company Secretary at the registered
office.
7. In accordance with Section 319A of the Companies Act 2006,
the Company must cause any question relating to the business being
dealt with at the meeting put by a member attending the meeting to
be answered. No such answer need be given if:
a. to do so would:
i. Interfere unduly with the preparation for the meeting, or
ii. Involve the disclosure of confidential information;
b. the answer has already been given on a website in the form of
an answer to a question; or
c. it is undesirable in the interests of the Company or the good
order of the meeting that the question be answered.
8. Shareholders should note that it is possible that, pursuant
to requests made by shareholders of the Company under section 527
of the Companies Act 2006, the Company may be required to publish
on a website a statement setting out any matter relating to: (i)
the audit of the Company's financial statements (including the
auditors' report and the conduct of the audit) that are to be laid
before the Annual General Meeting; or (ii) any circumstances
connected with an auditor of the Company ceasing to hold office
since the previous meeting at which annual accounts and reports
were laid in accordance with section 437 of the Companies Act 2006.
The Company may not require the shareholders requesting any such
website publication to pay its expenses in complying with sections
527 or 528 of the Companies Act 2006. Where the Company is required
to place a statement on a website under section 527 of the
Companies Act 2006, it must forward the statement to the Company's
auditors not later than the time when it makes the statement
available on the website. The business which may be dealt with at
the Annual General Meeting includes any statement that the Company
has been required under section 527 of the Companies Act 2006 to
publish on a website.
9. A person authorised by a corporation is entitled to exercise
(on behalf of the corporation) the same powers as the corporation
could exercise if it were an individual member of the Company
(provided, in the case of multiple corporate representatives of the
same corporate shareholder, they are appointed in respect of
different shares owned by the corporate shareholder or, if they are
appointed in respect of those same shares, they vote those shares
in the same way). To be able to attend and vote at the meeting,
corporate representatives will be required to produce prior to
their entry to the meeting evidence satisfactory to the Company of
their appointment. Corporate shareholders can also appoint one or
more proxies in accordance with Note 2. On a vote on a resolution
on a show of hands, each authorised person has the same voting
rights to which the corporation would be entitled. On a vote on a
resolution on a poll, if more than one authorised person purports
to exercise a power in respect of the same shares:
a. if they purport to exercise the power in the same was as each
other, the power is treated as exercised in that way;
b. if they do not purport to exercise the power in the same way
as each other, the power is treated as not exercised.
10. Members satisfying the thresholds in Section 338 of the
Companies Act 2006 may require the Company to give, to members of
the Company entitled to receive notice of the Annual General
Meeting, notice of a resolution which those members intend to move
(and which may properly be moved) at the Annual General Meeting. A
resolution may properly be moved at the Annual General Meeting
unless (i) it would, if passed, be ineffective (whether by reason
of any inconsistency with any enactment or the Company's
constitution or otherwise); (ii) it is defamatory of any person; or
(iii) it is frivolous or vexatious. A request made pursuant to this
right may be in hard copy or electronic form, must identify the
resolution of which notice is to be given, must be authenticated by
the person(s) making it and must be received by the Company not
later than six weeks before the date of the Annual General
Meeting.
11. Members satisfying the thresholds in Section 338A of the
Companies Act 2006 may request the Company to include in the
business to be dealt with at the Annual General Meeting any matter
(other than a proposed resolution) which may properly be included
in the business at the Annual General Meeting. A matter may
properly be included in the business at the Annual General Meeting
unless (i) it is defamatory of any person or (ii) it is frivolous
or vexatious. A request made pursuant to this right may be in hard
copy or electronic form, must identify grounds for the request,
must be authenticated by the person(s) making it and must be
received by the Company not later than six weeks before the date of
the Annual General Meeting.
12. Under section 360BA of the Companies Act 2006, a member may,
subject to conditions, request confirmation that their vote on a
resolution at a general meeting where a poll has been taken has
been validly recorded and counted.
The conditions are that:
a) the member makes a request for the information which is
received by the company no later than 30 days from the date of that
general meeting; and
b) the member does not have any other reasonable means by which
to determine that their vote has been validly recorded and counted
by the company.
Upon receipt of the request, the Company must provide the
information to the member as soon as reasonably practicable and in
any event by the end of the period of 15 days beginning with
whichever is the later of the first working day after the day on
which:
a) the result of the poll is declared for that resolution; or
b) the request for information under subsection (a) is received by the company.
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END
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December 12, 2022 02:00 ET (07:00 GMT)
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