THE INVESTMENT COMPANY PLC

Annual Results Announcement for the year ended 30 June 2023

LEI: 2138004PBWN5WM2XST62

SUMMARY OF RESULTS

* The total return per ordinary share is based on total income after taxation as detailed in the Consolidated Income Statement and in note 6.

CHAIRMAN'S STATEMENT

For the year ended 30 June 2023 the Company was self-managed and the trust's objective until July 2023 was primarily to protect the purchasing power of capital. The details of that historic investment policy are set out below for reference purposes. Over its history, the Company has undergone a number of changes of investment policy and operational structure to most appropriately reflect the interests of its Shareholders, with the most recent change in November 2020.

Whilst the Board was satisfied with the Company's performance since 2020, it has been mindful for some time of the size of the Company, together with the illiquid nature of the ordinary shares, and the impact of these factors on the discount to NAV at which the ordinary shares trade. This discount persisted despite the strong NAV performance. Accordingly, the Board announced in February 2023 that it was actively considering credible opportunities to grow the size and increase the liquidity of the Company, while also providing an immediate complete liquidity option for all Shareholders who wished to realise their shareholding.

This process culminated in a number of proposals being put to Shareholders and these were approved at a General Meeting held on 26 June 2023, with over 99.99% of votes cast in favour of the proposals. In July 2023 a tender offer was carried out to allow those Shareholders who wished to realise their shareholding to exit and Chelverton Asset Management ("Chelverton") were appointed as the Company's Investment Manager to oversee all aspects of the management of the Company's assets, with a new investment policy.

The Company's new investment objective is to maximise capital growth for Shareholders over the long term by investing in high quality quoted UK small and mid-cap companies. Details of this objective and the consequent investment policies are elaborated in detail elsewhere in the Report and Accounts.

Following the change of investment policy, it is expected the majority, if not all, of the Company's return will be derived from capital appreciation and any dividend will be modest in the context of total long-term returns. The Board is not proposing a dividend is paid for the year ended 30 June 2023 given the opportunity provided to Shareholders, for those who wished to, to realise their holding in the Company post the year end.

Performance in the year to 30 June 2023

During the twelve months the net asset value ("NAV") increased by 1.39% to 340.96p and the share price increased by 15.65% to 340.00p. At the year-end the Company was in transition following the general meeting held on 26 June 2023 and 36.7% of net assets were invested in 11 different businesses, a further 15.9% invested in gold bullion held through two ETFs, and 47.4% was in cash net of other liabilities, together with a small number of other legacy assets. The holdings as at 30 June 2023 are set out below. As part of the process of changing to an investment manager the portfolio was substantially converted into cash in July 2023 and has subsequently been invested in a number of small and mid-cap companies in line with the new investment policy.

Income and expenses

Total expenses, including those that fell to be accounted for directly through reserves, included considerable one-off costs in relation to the proposals put to Shareholders at the General Meeting on 26 June 2023. The proposals were structured in a manner which apportioned these costs fairly across both new incoming Shareholders and those who redeemed their shares pursuant to those proposals.

Board

As mentioned in my statement last year, Tom Cleverly stood down as a Director at the Company's Annual General Meeting in October 2022. Subsequent to the reorganisation of the shares and the appointment of Chelverton Asset Management as Investment Manager to the Company on 26 July 2023, Michael Weeks stood down from the Board. The Board wishes to record their deep appreciation of both Tom and Michael's significant contribution to the Company since their appointment

in November 2020 and wishes them both well in their future endeavours.

On 26 July 2023, we were delighted to welcome David Horner to the Board. His deep knowledge and experience will be highly accretive as we serve to increase the value of the Company.

Outlook

Whilst we start the Company's next chapter still as a modest sized investment trust, the Company's assets are now being managed by an award-winning asset manager in Chelverton, with a strong track record of creating value for investors, whilst increasing the Company's' size. I look forward to working with the Chelverton team as we look to maximise capital growth over the long term by investing in high quality small and mid-cap companies.

I. R. Dighé

Chairman

4 October 2023

Investment Manager's Report

With the new Manager in place, the Company's new investment strategy is to generate long-term capital growth for its Shareholders by investing in a portfolio of small and mid-cap UK listed growth stocks, capturing the well-publicised small cap outperformance effect. The characteristics the new Manager looks for in their investments are companies that can grow faster than the market through the economic cycle, that self-fund their organic growth because they are cash generative and have high levels of revenue visibility.

The Manager has a 3-stage investment process. Firstly, deploying a quantitative screen to identify growing companies which generate cash, have low working capital intensity and have a sensible balance sheet. Secondly, reviewing screened companies to better understand the business model, predictability of sales, quality of management and sustainability of margins. Finally, once an investment universe is formed from stages 1 and 2, the Managers review a company's valuation (against their growth rate, margin and sales visibility) to decide whether to include it in the portfolio.

The basic premise of the investment strategy is that if a company can grow faster than the rest of the market and fund its own growth through its own cashflow, then over time it should outperform the wider market. Chelverton has successfully deployed this approach in its open-ended Growth fund since it launched in 2014.

With small and mid-caps underperforming their large cap peers in the last 12-18 months, and UK equities trading at historic lows vs their global peers, the Manager believes this is an excellent time, as we near the point of maximum pain at the top of the interest rate cycle, to be deploying your capital in a portfolio of attractive small and mid-cap growth stocks on relatively low valuations to generate long-term capital growth for our Shareholders.

With the legacy portfolio largely realised, the Manager has started to invest in some of its favourite mid and small cap shares, which manifest the characteristics referred to above. The initial focus has been on the more liquid mid cap names, which the Manager feels are currently under-rated, with the intention being to build up the smaller cap weighting over time as opportunities present themselves at the right valuation.

Examples of new mid cap investments by the Company include:

1.     Auction Technology Group ("ATG") - a leading provider of online bidding services to auctioneers in the Art and Antiques and Industrial and Commercial products segments in the USA and UK. An exceptionally high margin business, ATG is benefitting from the trend of more bidding at auctions moving online, with auctioneers benefitting from much wider audiences that can be brought to them by accessing ATG's customer list. This growth is being supplemented by a move into adjacent services for auctioneers and their customers such as payments and delivery, significantly increasing the value ATG can drive from its customer base of nearly 4,000 auctioneers.

2.     Ascential - a media group, which owns an attractive group of high margin assets with excellent revenue visibility including: (i) two major trade shows, Cannes Lion, the leading global event for the marketing and advertising industry, and Money2020, a leading FinTech show held annually in the USA and Europe, (ii) WGSN, the leading subscription data provider for the fashion and beauty industry, and finally (iii) a collection of digital commerce businesses, which advise brands on how to position themselves on online retail platforms. Management have initiated a de-merger process, which the Manager feels should realise meaningful upside above its current undemanding valuation.

3.     Globaldata - another media business, which provides what it regards as "gold standard" online data and analytics across a wide range of industry sectors from a single platform. An annual subscription business with high renewal rates gives Globaldata excellent cashflow and revenue visibility characteristics. Already a high margin business, Globaldata is highly operationally leveraged off a relatively fixed cost based and should continue to see margins expand as it adds more customers to its 5,000 subscriber base.

At the smaller cap end of the market, the Manager has, amongst others, added the following names:

1.     Aquis Exchange - provides an equity trading exchange across most European equity markets in competition with the national exchanges and competitors like Turquoise. It has a disruptive "all you can eat" subscription pricing model, which makes its offering very competitive relative to its competition. It also sells its exchange software technology to non-competing exchanges in other geographies and across other asset classes. It has also acquired its own stock exchange - The Aquis Stock Exchange - for growth companies. In the Manager's view Aquis has multiple opportunities for growth across its trading platform, proprietary data and technology base.

2.     Severfield - the UK's leading structural steel manufacturer (used in commercial buildings, infrastructure projects and leisure facilities like stadia) has an impeccable track record under its current management team. In the Manager's view it is very lowly rated especially given the growth potential offered by its joint venture with a local steel producer in the large Indian construction market, which is just starting to shift from concrete frames to steel structures.

3.     Ebiquity - audits the effectiveness of advertisers' campaigns for many of the leading global brands. New management have been productising and automating many of the company's data driven solutions to improve both its own operational and customers' marketing efficiency. In the Manager's view the low rating currently accorded to this business does not give credit to its market position with many of the world's leading global brands nor to its profitability and growth prospects.

4.     Restore - the second largest records storage business in the UK, enjoying high levels of recurring revenues, has recently seen its share price slump on the back of profit warnings relating to some of its ancillary revenues, namely shredding, on the back of weaker paper recycling prices, and IT asset destruction, as companies are holding on to their IT hardware assets for longer as the economy slows. The subsequent de-rating in the Manager's view materially undervalues the strength of the underlying records management business.

Whilst the list above is not exhaustive, the examples given are designed to give Shareholders an idea of the type of businesses the Manager is investing in. Many of the companies are market leaders in their own space and are generally high margin, have low capital intensity and above average prospects. Due to the current economic backdrop and interest rate environment, they are trading on depressed valuations, the like of which the Manager has not seen for several years, so representing in the Manager's view an excellent time to build a portfolio to generate long-term capital growth for Shareholders.

Chelverton Asset Management

4 October 2023

Portfolio and Assets

At 30 June 2023

CORPORATE SUMMARY

The Company's purpose, values, strategy and culture

The Investment Company plc (the Company) is an investment trust company that has a premium listing on the London Stock Exchange, its principal activity is portfolio investment. The Company's wholly owned subsidiaries are Abport Limited, an investment dealing company and New Centurion Trust Limited, an inactive investment company (together the "Group").

The Company consists of the Board and its Shareholders and has no employees or customers in the traditional sense. The culture of the Company is embodied in the Board of Directors whose values are trust and fairness.

Investment Objective

At the Annual General Meeting on 4 November 2020, Shareholders voted to amend the Company's Investment Objective and Policy to that shown below.

The Company's investment objective during the year was to protect the purchasing power of its capital in real terms, and to participate in enduring economic activities which lend themselves to genuine capital accumulation and wealth creation.

At a General Meeting held on 26 June 2023, the members voted to amend the Investment Objective to: maximise capital growth for Shareholders over the long-term by investing in high-quality, quoted, UK small and mid-cap companies.

Investment Policy

The Company's investment policy to 26 June 2023 was that the Company would seek to acquire and hold, with no predetermined investment time horizon, a collection of assets which, in the Directors' judgement, are well-suited to the avoidance of a permanent loss of capital. These assets will be comprised of minority participations in the equity, debt or convertible securities of quoted businesses which the Directors believe are led by responsible and like-minded managers and suitable for the long-term compounding of earnings. In addition, to protect its capital as well as to maintain liquidity for future investments, the Company will keep reserves in (a) liquid debt instruments such as cash in banks or securities issued by governments and/or (b) liquid, non-debt, tangible assets such as gold bullion, whether held indirectly or in physical form. 

The Company has no predetermined maximum or minimum levels of exposure to asset classes, currencies or geographies, and has the ability to invest globally. These exposures will be monitored by the Board in order to ensure an adequate spreading of risks. No holding in an individual company or debt instrument will represent more than 15% by value of the Company's total assets at the time of acquisition (such restriction does not, however, apply to gold bullion or cash balances). The Company's holdings of gold bullion may be as high as 35% of total assets at the time of investment.

Given the Company's investment objective, asset mix and time horizon, the portfolio will not seek to track any benchmark or index. The Company will not invest more than 10% of its total assets in other listed closed-ended investment funds. The Company will not use derivative instruments for speculative purposes, nor will it use currency hedges to manage returns in any currency. 

The Company's gearing will not exceed 20% of net assets at the time of drawdown.

With effect from 26 June 2023, the Company's investment policy will be as follows: The Company intends to fulfil its investment objective through investing in cash-generative quoted UK small and mid-cap companies that are expected to grow faster than the UK stock market as a whole over the long term and which can finance their own organic growth. The Company will primarily invest in equity securities of companies with shares admitted to listing on the Main Market, the AQSE or to trading on AIM with a market capitalisation of less than £250 million at the time of investment. The Company may also invest in companies with shares admitted to listing on the Main Market, the AQSE or to trading on AIM with a market capitalisation of £250 million or more at the time of investment for liquidity purposes. The Company will identify prospective companies through a formal quantitative and qualitative screening process which focuses on criteria such as the ability to convert a high proportion of profit into cash, sustainable margins, limited working capital intensity and a strong management team. Companies that successfully pass the screening process will form part of the Company's 'investable universe' of prospective companies.

The Company has not set any limits on sector weightings within the portfolio but its exposures to sectors and stocks will be reported to, and monitored by, the Board in order to ensure that adequate diversification is achieved. The Company will maintain a diversified portfolio of a minimum of 60 holdings in UK small and mid-cap companies.

The Company may also invest in cash, cash equivalents, near cash instruments and money market instruments.

The Company will apply the following restrictions on its investments:

• not more than 10% of the Company's Gross Assets at the time of investment will be invested in the securities of a single issuer;

• no investment will be made in companies that are not listed or traded on the Main Market, the AQSE or AIM at the time of investment, nor in any companies which have not applied for their shares to be admitted to listing or trading on these markets;

• no investment will be made in other listed or unlisted closed-ended investment funds or in any open-ended investment funds; and

• the Company will not invest directly in FTSE 100 companies (preference shares, loan stocks or notes, convertible securities or fixed interest securities or any similar securities convertible into shares), nor will it invest in the securities of other investment trusts or in unquoted companies. The Company may, on some occasions, hold such investments as a result of corporate actions by investee companies. If the Company holds shares in a company which enters the FTSE 100, it may not immediately divest of those shares but will do so when it considers appropriate, subject to market conditions.

The Company may hold assets acquired by the Company prior to the adoption of its investment policy for which there is no market and whose value the Company has written down to zero. The Company shall dispose of such assets as soon as is reasonably practicable.

No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution.

Principal Risks and Uncertainties

The management of the business and the execution of the Company's strategy are subject to a number of risks. A robust assessment of the principal risks to the Group and Company has been carried out, including those that would threaten its business model, future performance, solvency and liquidity.

The current economic environment including the level of inflation, rising interest rates and the conflict in Ukraine continue to have an effect on both global and domestic economies. These events are all being closely monitored by the Board as is the potential impact on the Company.

The Group's principal risks are set out below. An explanation of how these have been mitigated or managed is also provided, where appropriate.

The key business risks affecting the Group are:

There are other risks that are becoming more prominent but are not yet considered key risks.

Global conflict

The continuing war between Russia and Ukraine has had a significant impact, inter alia, on inflation and, in conjunction with affairs in China, an impact on supply chains and globalisation. Investee companies will vary as to the impact on them and their ability to adapt.

Inflationary pressure

Inflation has escalated sharply in the last 12 months and the Bank of England has raised interest rates on several occasions in an attempt to reduce the level of inflation. Not all investee companies are well-placed to pass on cost pressures to their customers. In addition, for the Company, it is expected that operating costs will rise more than dividend income.

In addition, there are other risks that may materially impact the Company; however the likelihood thereof is considered small.

Foreign currency risk

Under the investment policy in operation during the year the Company was invested in stocks in overseas markets dominated in foreign currencies thus increasing the foreign currency risk. However, as discussed under Post Balance Sheet Events in Note 19, the policy approved at the General Meeting on 26 June 2023 means that, going forward, the Company will only invest in UK stocks.

Regulatory risk

The Company operates in an evolving regulatory environment and faces a number of regulatory risks. A breach of sections 1158/1159 of the Corporation Tax Act 2010 would result in the Company being subject to capital gains tax on portfolio investments. Breaches of other regulations, including the Companies Act 2006, the United Kingdom Listing Authority ("UKLA") Listing Rules, the UKLA Disclosure Guidance and Transparency Rules, or the Alternative Investment Fund Managers' Directive, could lead to a detrimental outcome. Breaches of controls by service providers to the Company could also lead to reputational damage or loss. The Board monitors compliance with regulations, with reports from the Administrator.

Discount volatility

The Company's shares may trade at a price which represents a discount to its underlying NAV.

Market price risk

The Board monitors the prices of financial instruments held by the Company on a regular basis. In addition, it is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce risks arising from investment decisions and investment valuations. The Board actively monitors market prices throughout the year and meets regularly in order to review investment strategy. Most of the equity investments held by the Company are listed on a recognised Stock Exchange.

Liquidity risk

The Company's assets mainly comprise readily realisable quoted securities that can be sold to meet funding commitments if necessary.

Credit risk

The failure of a counterparty to a transaction to discharge its obligations under that transaction that could result in the Company suffering a loss. Normal delivery versus payment practice and review of counterparties and custodians by the Board mean that this is not a significant risk.

Interest rate risk

Given the changes in the portfolio in November 2020 this is not considered a significant risk other than through its effect on investee companies.

Performance

Details of the Company's performance during the financial year are provided in the Chairman's Statement and in the financial statements below

.

Key Performance Indicators ("KPIs")

The Board reviews performance by reference to a number of KPIs and considers that the most relevant KPIs are those that communicate the financial performance and strength of the Group as a whole. The Board and Investment Manager monitor the following KPIs:

- NAV performance

The NAV per ordinary share at 30 June 2023 was 340.96p per share (2022: 336.30p). The total return of the NAV was 1.39% (2022: -1.43)%.

- Discount of share price in relation to NAV

Over the year to 30 June 2023, the Company's share price moved from trading at a discount of 12.58% to a discount of  0.28%.

- Ongoing Charges Ratio

The Ongoing Charges Ratio for the year to 30 June 2023 amounted to 2.39% (2022: 2.17%).

Going Concern

In accordance with the Financial Reporting Council's guidance on going concern, the Directors have undertaken a review of the Company's ability to continue as a going concern.

The Directors believe that the Company is well placed to manage its business risks and that the assets of the Company consist mainly of securities which are readily realisable. The Directors are of the opinion that the Group has adequate resources to continue in operational existence for the foreseeable future and that it is therefore appropriate to adopt the going concern basis in preparing the financial statements. In arriving at this conclusion, the Directors have considered the liquidity of the portfolio and reviewed cash flow forecasts showing the ability of the Company to meet obligations as they fall due for a period of at least 12 months from the date that these financial statements were approved.

In addition, the Directors have regard to ongoing investor interest in the sustainability of the Company's business model and in the continuation of the Company, specifically being interested in feedback from meetings and conversations with Shareholders.

In addition to considering the principal risks shown above and the financial position of the Company as described above, the Board has also considered the following further factors:

• the Board continues to adopt a long-term view when making investments;

• regulation will not increase to a level that makes the running of the Company uneconomical; and

• the performance of the Company will be satisfactory and should performance be less than the Board deem acceptable it has the powers to take appropriate action.

Viability Statement

Over the Company's life it has experienced a number of significant social and economic events impacting world history. The level of inflation, rising interest rates and the conflict in Ukraine are the latest events impacting not just this Company but all commercial entities. The change in Investment Policy and the decision as supported by Shareholders during the year demonstrates the viability of the Company as a vehicle for delivering investment performance to Shareholders. The Board's analysis is based on the performance and progress of the Company and its investment portfolio, an assessment of current and future risks, the appropriateness of the investment strategy and review of the financial position of the Company, and operating expenses over the next two years. In addition, consultation with key Shareholders as to their perspectives is a key consideration.

The Directors also consider viability in the context of the Company being a going concern and it being appropriate that the accounts are prepared on such a basis. This is elaborated in Note 1 to the financial statements.

Future Prospects

The future of the Company is dependent upon the success of the investment strategy. The outlook for the Company is discussed in the Chairman's Statement above.

Board Diversity

When recruiting a new Director, the Board's policy is to appoint individuals on merit matched against the skill requirements identified by the Board. The changes to the Board during the reporting period were driven from the re-structuring undertaken and voted on by Shareholders including David Horner joining the Board as a representative of the newly appointed Investment Manager.

The Board believes diversity is important in bringing an appropriate range of skills, knowledge and experience to the Board and gives this consideration when recruiting new Directors and has also noted the requirements of Listing Rule 9.8.6R (9) following the Parker Report on increasing the diversity on the boards of public companies. As at 30 June 2023, there were four male Directors on the Board. All Directors identified themselves as Caucasian by ethnic background. As disclosed in Note 19, Michael Weeks stepped down as a Director on 26 July 2023 with David Horner appointed as a Director on the same day.

When making appointments in the future the Board will continue to operate an open-minded approach to recruitment without restrictions against any perceived group or individual. The Board will take into consideration the diversity targets set by Listing Rule 9.8.6R (9) when making future appointments, however due to the size of the Board, meeting a target of 40% of Directors being women, with one in a senior Board position, and one individual being from a minority ethnic background may not be reached in the immediate future.

The Company does not have any employees other than Directors and, as a result, the Board does not consider it necessary to establish means for employee engagement with the Board as required by the latest version of the UK Corporate Governance Code

Section 172(i) Statement

Section 172(i) of the Companies Act 2006, requires Directors to take into consideration the interests of stakeholders in their decision making. The Directors continue to have regard to the interests of, and the impact of the firm's activities on, the various stakeholders in the firm and to consider what is most likely to promote the success of the Company for its members in the long term.

Whilst the importance of giving due consideration to our stakeholders is not new, S172 requires that the Board elaborates how it discharges its duties in this respect. We have categorised our key stakeholders into two groups. Where appropriate, each group is considered to include both current and potential stakeholders:

·    Shareholders

·    Administrator and other service providers

Shareholders

Our Shareholders are of course the owners of the Company and we need to act fairly as between members of the Company.

During the year the Board considered the size of the Company and after consultation with Shareholders made the following proposals to Shareholders:

1. To offer existing Shareholders an exit from the Company via a Tender Offer.

2. To announce an Offer for Subscription to enable new Shareholders to subscribe for new shares in the Company.

3. To change the Investment Objective and Policy.

4. To appoint Chelverton Asset Management as Investment Manager.

5. To cancel the share premium account and capital redemption reserve.

The proposals were approved by Shareholders at a General Meeting on 26 June 2023. Further details are given in Note 19.

We have a regular dialogue with our key Shareholders - but all are welcome to be in communication. All Shareholders are encouraged to attend our Annual General Meeting.

Investment Manager

As part of the changes as stated above and in Note 19, Chelverton Asset Management were appointed as Investment Manager on 26 July 2023. Details of the Investment Management Agreement are given in Note 3.

Administrator and other service providers

The Board seeks to maintain constructive liaison with its service providers so as to optimise the way in which the Company's needs are met. ISCA Administration Services acted as Company Secretary and Administrator during the year and worked with the Directors to ensure the Company continued to operate efficiently.

Environmental, Human Rights, Employee, Social and Community Issues

The Board consists entirely of Non-Executive Directors and during the year the Company had no employees. The Company has no direct impact on the community or the environment, and as such has no environmental, human rights, social or community policies. In carrying out its investment activities and in relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.

Environmental, Social and Governance factors are considered as part of commercial evaluation of investee companies.

The Strategic Report has been approved by the Board of Directors.

On behalf of the Board

I. R. Dighé

Chairman

4 October 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES

We confirm that to the best of our knowledge:

·     the Group and Company financial statements, which have been prepared in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006 and, for the Group, UK adopted international accounting standards give a true and fair view of the assets, liabilities, financial position and profit of the Group and Company;

·   the Annual Report includes a fair review of the development and performance of the business and the position of the Group and Company together with a description of the principal risks and uncertainties faced by the Group and Company; and

·   the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for Shareholders to assess the position and performance, business model and strategy of the Group and Company.

On behalf of the Board

I. R. Dighé

Chairman

4 October 2023

CONSOLIDATED INCOME STATEMENT

For the year ended 30 June 2023

The total column of this statement is the Income Statement of the Group prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The supplementary revenue and capital columns are prepared in accordance with the Statement of Recommended Practice ("AIC SORP") issued in July 2022 by the Association of Investment Companies.

The Group did not have any income or expense that was not included in total income for the year. Accordingly, total income is also total comprehensive income for the year, as defined by IAS 1 (revised) and no separate Statement of Comprehensive Income has been presented.

All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year.

The notes below form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2023

* These costs relate to the Tender Offer as discussed in Note 19. As Shareholders approved the proposals in a General Meeting on 26 June 2023, the Directors feel it appropriate to accrue for the costs considered unavoidable in the year. As the share premium account was in the process of being cancelled at the year end, the costs have been charged against the capital reserve.

The notes below form part of these financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2023

The notes below form part of these financial statements.

CONSOLIDATED BALANCE SHEET

As at 30 June 2023

These financial statements were approved by the Board on 4 October 2023 and were signed on its behalf by:

I. R. Dighé
Chairman

Company Number: 0004205

The notes below form part of these financial statements.

COMPANY BALANCE SHEET

As at 30 June 2023

As permitted by section 408 of the Companies Act 2006, the Company has not presented its own Income Statement. The amount of the Company's return for the financial year dealt with in the financial statements of the Group is a gain after tax of £215,909 (2022: loss of £234,218).

These financial statements were approved by the Board on 4 October 2023 and were signed on its behalf by:

I. R. Dighé
Chairman

Company Number: 0004205

The notes below form part of these financial statements.

CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS

For the year ended 30 June 2023

The notes below form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

1. Accounting policies

Basis of Preparation

The Company is a public limited company limited by shares and incorporated and registered in England and Wales. The Company has been approved as an investment trust within the meaning of sections 1158/1159 of the Corporation Tax Act 2010. The Company's registered office is Suite 8, Bridge House, Courtenay Street, Newton Abbot, Devon TQ12 2QS.

The Group's consolidated financial statements for the year ended 30 June 2023, which comprise the audited results of the Company and its wholly owned subsidiaries, Abport Limited and New Centurion Trust Limited (together referred to as the "Group"), have been prepared in accordance with UK adopted international accounting standards and in accordance with the requirements of the Companies Act 2006. The annual financial statements have also been prepared in accordance with the AIC Statement of Recommended Practice issued in July 2022 ("AIC SORP"), except to any extent where it is not consistent with the requirements of UK IFRS.

In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Income Statement between items of a revenue and capital nature have been prepared alongside the Income Statement.

The financial statements are presented in Pounds Sterling, which is the Group's functional currency as the UK is the primary environment in which it operates.

Going Concern

The Directors have made an assessment of the Group's ability to continue as a going concern. This has included consideration of the reconstruction in July 2023 as discussed in the Post Balance Sheet events note 19,  portfolio liquidity, the Group's financial position in respect of its cash flows and investment commitments (of which there are none of significance), the working arrangements of key service providers, continued eligibility to be approved as an investment trust company and the impact of the current economic environment and the conflict in Ukraine. In addition, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Group's ability to continue as a going concern.

The Directors are satisfied that the Group has the resources to continue in business for the foreseeable future being a period of at least 12 months from the date that these financial statements were approved. Therefore, the financial statements have been prepared on the going concern basis.

Basis of Consolidation

IFRS10 stipulates that subsidiaries of Investment Entities are not consolidated. The Investment Company meets all three characteristics of Investment Entity as described, however, it is envisaged that one of the subsidiaries will be a dealing subsidiary and, therefore consolidated financial statements are presented for the Group. The financial statements of the subsidiaries are prepared for the same reporting year as the parent Company, using consistent accounting policies. All inter-company balances and transactions, including unrealised profits arising from them are eliminated.

Segmental Reporting

The Directors are of the opinion that the Group is engaged in a single segment of business, being investment business. During the year the Group primarily invested in companies listed in the UK, Continental Europe and North America. As part of the change of investment policy, adopted on 26 June 2023, going forward the Group will primarily invest in the UK.

Accounting Developments

The following relevant accounting standards and their amendments were in issue at the year end but will not be in effect until after this financial year.

International Accounting Standards                                                                              Effective date*

IAS 1             (Amendments) Presentation of Financial Statements                          1 January 2023

                              regarding classification of liabilities

IAS 1             (Amendments) Presentation of Financial Statements                          1 January 2023

                             regarding the amendments of disclosure of accounting policies

IAS 8               (Amendments) Accounting Policies, Changes in Accounting

                        Estimates and Error to distinguish between accounting policies

                        and accounting estimates                                                                  1 January 2023

*Years beginning on or after

The Directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Group or Company in future periods.

Critical Accounting Judgments and Key Sources of Estimation Uncertainty

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts in the Balance Sheet, the Consolidated Income Statement and the disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. These are reviewed on an ongoing basis. Actual results may differ from these estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future period if the revision affects both current and future periods.

The major part of the investment portfolio is valued by reference to quoted prices. However, the Board assesses the portfolio for any investments which it considers the value has fallen permanently below cost. Any such loss is treated as a permanent impairment and as a realised loss, even though the investment is still held.

In addition, the portfolio comprises some legacy holdings of fixed interest stocks which are thinly traded; such stocks are primarily valued by reference to current market price lists provided by an independent broker, itself a recognised leader in such preference share and similar fixed interest stocks. The Directors may overlay such prices with situation specific adjustments including (a) taking a second independent opinion on a specific stock, or (b) reducing the value to a net present value, to reflect the likely time to be taken to realise a stock which the Group is actively looking to sell. At 30 June 2023 these were valued at nil. The outturn is reflected in the valuations set out in Note 8 to the financial statements.

There were no other significant accounting estimates or significant judgements in the current or previous year.

Investments

As the Group's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth, Investments are classified at fair value through profit or loss on initial recognition in accordance with IFRS 9. The portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment strategy, and information about the portfolio is provided internally on that basis to the Group's Board of Directors.

Investments are measured initially, and at subsequent reporting dates, at fair value, and derecognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time-frame of the relevant market. For quoted investments this is deemed to be bid market prices or closing prices.

Changes in fair value of investments and realised gains and losses on disposal are recognised in the Consolidated Income Statement as capital items. The holdings of the investment in subsidiaries are stated at cost less diminution in value. All investments for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy in Note 8.

Foreign Currency

Transactions denominated in foreign currencies are converted to Pounds Sterling at the actual exchange rate as at the date of the transaction. Items that are denominated in foreign currencies at the year end are reported at the rate of exchange at the Balance Sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the capital reserve or the revenue account depending on whether the gain or loss is of a capital or revenue nature.

Cash and Cash Equivalents

Cash comprises cash at bank and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

For the purpose of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above.

Current Assets

Current assets are initially recognised at cost and subsequently measured at amortised cost and balances revalued for exchange rate movement. Current assets comprise debtors, prepayments and cash and are subject to review for impairment at least at each reporting date.

Current Liabilities

Current liabilities are initially recognised at cost and subsequently measured at amortised cost and balances revalued for exchange rate movement. Current liabilities comprise accruals and other creditors and are subject to review for impairment at least at each reporting date.

Income

Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established. Fixed returns on non-equity shares are recognised on a time-apportioned basis.

Dividends from overseas companies are shown gross of any non-recoverable withholding taxes which are disclosed separately in the Consolidated Income Statement.

Dividend income will only be recognised when there is reasonable certainty that the issuer has the ability to make the return.

Expenses and Finance Costs

All expenses and finance costs are accounted for on an accruals basis.

Taxation

The tax expense represents the sum of the tax currently payable. The tax payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated Income Statement because it excludes items that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates applicable at the Balance Sheet date.

No taxation liability arises on gains from sales of fixed asset investments by the Group by virtue of its investment trust status. However, the net revenue (excluding UK dividend income) accruing to the Group is liable to corporation tax at the prevailing rates.

Dividends Payable to Shareholders

Dividends to Shareholders are recognised as a liability in the period in which they are paid or approved in general meetings and are taken to the Statement of Changes in Equity. Dividends declared and approved by the Company after the Balance Sheet date have not been recognised as a liability of the Company at the Balance Sheet date.

Share Capital

Issued share capital consists of ordinary shares with voting rights and issued preference shares which are non-voting. The issued preference shares, owned in their entirety by New Centurion Trust Limited, a wholly-owned subsidiary of the Company, are entitled to receive a cumulative dividend of 0.01p per share per annum, and are entitled to receive their nominal value, 50p, on a distribution of assets or a winding up.

Share Premium

The share premium account represents the accumulated premium paid for shares issued in previous periods above their normal value less issue expenses. This is a reserve forming part of non-distributable reserves. The following items are taken to this reserve:

· costs associated with the issue of equity; and

· premium on the issue of shares.

Capital Redemption Reserve

The reserve represents the nominal value of the shares bought back and cancelled. This reserve is not distributable.

Capital Reserve

Capital expenses, gains or losses on realisation of investments held at fair value through profit or loss and changes in fair value of investments are transferred to the capital reserve.

The following are taken to this reserve:

· gains and losses on the disposal of investments;

· net movement arising from changes in the fair value of investments held and subsidiaries and classified as at "fair value through profit or loss";

· exchange differences of a capital nature;

· expenses together with the related taxation effect, allocated to this reserve in accordance with the above policies; and

· the cost of the Tender Offer as discussed in Note 19.

Realised gains on investments less expenses, provisions and unrealised gains may be considered by the Board for distribution. This reserve is not distributable.

Revenue Reserves

The net revenue for the year is transferred to the revenue reserve and dividends paid are deducted from the revenue reserve.

The revenue reserve represents the surplus accumulated profits and is distributable.

2. Income

3. Investment management fee

The Company has been self-managed since 4 November 2020.

Following completion of the Tender Offer, on 26 July 2023 Chelverton Asset Management was appointed as Investment Manager.

The Investment Manager will be entitled to an annual fee of 0.75% of the Net Asset Value. To the extent that the ongoing charges ratio exceeds 2% the Investment Manager has waived the management fee and shall instead make a contribution to the Company to ensure that the ongoing charges ratio does not exceed 2%.

4. Other expenses

The audit of the Group's financial statements includes the cost of the audit of Abport Limited of £3,800 (2022: £3,300) and New Centurion Trust Limited £3,800 (2022: £3,300), which are charged to the subsidiaries.

The Directors were the Group and Company's only employees in the current and comparative period.

5. Taxation

The current tax charge for the year is higher than (2022: higher than) the standard rate of corporation tax in the UK of 20.5%. The differences are explained below:

Factors that may affect future tax charges

The Company has excess management expenses of £2,523,199 (2022: £2,323,531). It is unlikely that the Company will generate sufficient taxable income in the future to use these expenses to reduce future tax charges and therefore no deferred tax asset has been recognised.

Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue for the foreseeable future to meet) the conditions for approval as an investment trust company under HMRC rules.

On 3 March 2021, the UK government announced that it intended to increase the main rate of corporation tax to 25% for the financial years beginning 1 April 2023.  This new rate was substantively enacted by Finance Act 2021 on 10 June 2021.

6. Return per Ordinary Share

Returns per share are based on the weighted average number of shares in issue during the year. Normal and diluted returns per share are the same as there are no dilutive elements on share capital.

7. Dividends per Ordinary Share

Amounts recognised as distributions to equity holders in the year.

   No dividend will be declared in respect of the year under review.

8. Investments

* The Company provided for a permanent diminution in the value of its holding in Lukoil GDR.in year ended 30 June 2022

Transaction costs

Reconciliation of cash movements in investment transactions

The difference between the purchases in note 8 of £3,439,089 and that shown in the Cash Flow Statement above is £27,078 which is represented by the scrip dividend in Hal Trust of £27,249 and an exchange loss of £171.

The difference between the sales proceeds in note 8 of £11,169,367 and that shown in the Cash Flow Statement above is £4,839 which is represented by an exchange loss of £4,839.

Fair Value Hierarchy

Fair value is the amount at which an asset could be sold in an ordinary transaction between market participants at the measurement date, other than a forced or liquidation sale. The Group measures fair values using the following hierarchy that reflects the significance of the inputs used in making the measurements.

Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 - valued using quoted prices, unadjusted in active markets for identical assets and liabilities.

Level 2 - valued by reference to valuation techniques using observable inputs for the asset or liability other than quoted prices included in Level 1.

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data or the asset or liability.

The table below sets out fair value measurement of financial instruments as at 30 June 2023, by the level in the fair value hierarchy into which the fair value measurement is categorised.

There were no transfers between levels during the current or prior year.

The valuation techniques used by the Group are set out in the Accounting Policies in Note 1.

Valuation process for Level 2 investments

Investments classified within level 2 are valued by reference to quoted prices but not being actively traded have been treated as level 2.

Valuation process for Level 3 investments

Investments classified within Level 3 comprise those valued by reference to an indicative price list of an independent third-party broker, but the said price list is not sufficiently definitive or observable/publicly available, so as to meet the criteria for a level 2 categorisation.

If the value of the level 3 investments were to increase or decrease by 10%, while all the other variables remained constant, the net assets and net profit available to Shareholders would have increased/decreased by nil (2022: £6,115).

Reconciliation of Level 3 investments

The following table summarises Level 3 investments that were accounted for at fair value for the year ending 30 June 2023.

9. Investment in Subsidiaries

At 30 June 2023, the Company held interests in the following subsidiary companies:

The registered office of the subsidiaries is the same as that of the Company.

10. Substantial Share Interests

The Company has no notified interests in 3% or more of the voting rights of any companies at 30 June 2023 (30 June 2022: nil).

11. Trade and Other Receivables

The carrying amount of such receivables approximates to their fair value. Trade and other receivables are not past due at 30 June 2023.

12. Trade and Other Payables

As the Shareholders voted in favour of the new proposals at a General Meeting on 26 June 2023, the Directors feel it appropriate to accrue for the costs relating to the proposals which are now considered unavoidable.

13. Ordinary Share Capital

As announced on 18 July 2023, 3,980,664 ordinary shares were validly tendered pursuant to the Tender Offer, constituting 83.4% of the existing issued share capital. All validly tendered ordinary shares were accepted in full, with 3,747,673 ordinary shares repurchased by the Company and 232,991 ordinary shares sold to Incoming Shareholders pursuant to the Matched Bargain Facility

In addition, on 26 July 2023 the Company issued 812,829 new ordinary shares in connection with the Offer for Subscription and Intermediaries Offer.

Following Admission, and completion of the Tender Offer, the Company's total issued share capital comprises of 5,584,878 ordinary shares. The Company will hold all 3,747,673 ordinary shares that were repurchased pursuant to the Tender Offer in Treasury. Therefore, the total number of shares with voting rights in the Company will be 1,837,205.

The above figure of 1,837,205 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The ordinary shares entitle the holders to receive all ordinary dividends and all remaining assets on a winding up, after the fixed rate preference shares have been satisfied in full.

At the year end, the Company did not hold any ordinary shares in Treasury (2022: None).

14. Issued Preference Share Capital

The 1,717,565 fixed rate preference shares are non-voting, entitled to receive a cumulative dividend of 0.01p per share per annum, and are entitled to receive their nominal value of 50p, on a distribution of assets or a winding up. The whole of the issue is held by New Centurion Trust Limited, a wholly owned subsidiary of the Company.

The Directors do not consider the fair values of the issued preference share capital to be significantly different from the carrying values.

15. Net Asset Value per Ordinary Share

 The NAV per ordinary share is calculated as follows:

The underlying investments of the wholly owned subsidiary New Centurion Trust Limited comprise issued preference share capital, as discussed in Note 14, in the Company and, being effectively eliminated on consolidation, the valuation thereof does not impact the NAV attributable to ordinary Shareholders.

16. Financial Instruments and Associated Risks

Investment Objective and Policy

The Company's investment objective during the year was to protect the purchasing power of its capital in real terms, and to participate in enduring economic activities which lend themselves to genuine capital accumulation and wealth creation.

At a General Meeting held on 26 June 2023, the members voted to amend the Investment Objective to: maximise capital growth for Shareholders over the long-term by investing in high-quality, quoted, UK small and mid-cap companies.

Risks

The Group's financial risk management can be found in the Strategic Report on pages 11 and 12 of the Annual Report.

The Group's financial instruments comprise securities, cash balances, receivables and payables. They are classified in the following categories:

•        those to be measured subsequently at fair value through profit or loss; and

•        those to be measured at amortised cost.

The financial assets held at amortised cost include trade and other receivables, cash and cash equivalents.

The main risks identified arising from the Group's financial instruments are:

a)      market price risk, including currency risk, interest rate risk and other price risk;

b)      liquidity risk; and

c)      credit risk.

The Board reviews and agrees policies for managing each of these risks, which are summarised below.

Market price risk

Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Group's business. It represents the potential loss the Group might suffer through holding market positions by way of price movements, interest rate movements and exchange rate movements. The Board assesses the exposure to market price risk when making each investment decision and monitor these risks on the whole of the investment portfolio on an ongoing basis.

Currency risk

During the year, the Group's total return and net assets were affected by currency translation movements as a significant proportion of the Company's assets were denominated in currencies other than Sterling, which is the Group's functional currency. It was not the Group's policy to hedge this currency risk. Under the new investment policy, voted for on 26 June 2023, the Company will invest in UK companies only, hence this risk will have little direct impact going forward.

Interest rate risk

The Group's financial assets and liabilities, include cash, equity shares, preference shares and fixed interest stocks. As the majority of the Group's financial assets and liabilities are non-interest bearing the direct exposure to interest rates is not material.

The impact of movements would not significantly affect the net assets attributable to ordinary Shareholders or the total profit.

Other price risk

Other price risk arises from changes in market prices other than those arising from currency risk or interest rate risk.

The Board manages the risks inherent in the investment portfolio by maintaining a spread of investments across different sectors and monitoring market prices throughout the year. The Board meets regularly in order to review investment performance and its investment strategy.

Liquidity risk

This is the risk that that the Group will encounter difficulty in meeting its obligations associated with financial liabilities. All liabilities are due within one year.

The Group invests in a spread of investments which are traded on recognised stock markets and which can be readily realised for cash. At the year end, 50.9% of the portfolio was held in cash.

Credit risk

The Group does not have any significant exposure to credit risk arising from one individual party. Credit risk is spread across a number of counterparties, each having an immaterial effect on the Group's cash flows should a default happen. The Group assesses its debtors from time to time to ensure they are neither past due nor impaired.

The maximum exposure of financial assets to credit risk at the Balance Sheet date was as follows:

Sensitivity Analysis

At the year end, the Board believes that the Group's assets are mainly exposed to market price risk.

As part of the Tender Offer and Issue of Shares as discussed in Note 19, the majority of the portfolio was converted into cash. As a result, the Directors feel it is not helpful to provide sensitivity analysis at the year end. At the Tender Offer calculation date of 18 July 2023, the Net Asset Value was 348.38p, excluding accrued transaction costs.

17. Capital Management Policies

Capital is managed so as to maximise the return to Shareholders while maintaining a capital base to allow the Group to operate effectively. Capital is managed on a consolidated basis and to ensure that the Group will be able to continue as a going concern.

In order to maintain or adjust the capital structure, the Group may pay dividends to Shareholders, return capital to Shareholders, issue new shares or sell securities to reduce debt.

The Group had no debt during the years to 30 June 2023 or 30 June 2022.

18. Related Party Transactions

Fiske plc, a company in which Mr Perrin is a non- executive director, is the Company's custodian. An amount of £7,248 (2022: £8,247) was paid to Fiske plc pursuant to the custody agreement and, as at the year end, £1,228 (2022: £2,005) was payable to Fiske plc.

Key Management Personnel

At the year end, the Board consisted of four non-executive Directors all of whom, with the exception of Mr Perrin, who is a non-executive director of Fiske plc, the Company's custodian and until 4 November 2020 the investment manager, are considered to be independent by the Board. Messrs Dighé and Weeks hold directorships or positions of senior management within Edelweiss Holdings plc ("Edelweiss"), who were significant Shareholders in the Company during the year. For the year ended 30 June 2023, all Directors, including the Chairman, received an annual fee of £20,000. Further information can be found within the Directors' Remuneration Report on page 31 of the Annual Report.

As described in Note 19, as part of the Post Balance Sheet Events, Michael Weeks resigned from the Board on 26 July 2023 and David Horner was appointed as a non-executive Director. Mr Horner is the Managing Director of the new Investment Manager.

The Directors did not receive any other form of remuneration and at the year end, there were no outstanding fees payable to Directors (2022: £nil)

.

There were no other related party transactions during the current or previous year.

19. Post Balance Sheet Events

On 9 June 2023 the Company published a circular setting out details outlining the following proposals:

• the appointment of Chelverton Asset Management Limited as the Company's Investment Manager;

• the appointment of David Horner, the founder and managing director of the Proposed Manager, as a Proposed Director;

• an amendment to the Company's investment objective and policy;

• a Tender Offer to all Shareholders to realise some or all of their investment in the Company;

• the cancellation of the amounts standing to the credit of the Company's share premium account and capital redemption reserve in order to increase the Company's distributable reserves to fund the Tender Offer;

• an Issue of up to 6 million ordinary shares on a non-pre-emptive basis for new and existing investors;

• an amendment to the Company's Articles of Association to change the timing of the Company's next continuation vote; and

• following completion of the Issue and the Tender Offer, a sub-division of the Company's ordinary shares.

These proposals were approved by Shareholders in a General Meeting on 26 June 2023.

On 18 July 2023, the Board announced that 3,980,664 ordinary shares had been validly tendered pursuant to the Tender Offer, constituting 83.4% of the existing issued share capital of the Company. In addition, the Company had received total commitments of approximately £3.6 million pursuant to the Placing, Offer for Subscription and Intermediaries Offer.

On 19 July 2023, the Company announced:

1. That the Net Asset Value ("NAV") per ordinary share (including unaudited revenue but excluding any accrued Transaction Costs) at the Calculation Date, being 6.00 p.m. on 18 July 2023, was 348.38 pence per ordinary share. Accordingly, the Tender Price and Issue Price, which had been calculated using the methodology set out in Part 6 of the Prospectus published by the Company on 9 June 2023, was as follows:

TENDER PRICE 337.76 PENCE  

ISSUE PRICE 348.38 PENCE

The Tender Price represented a 3.0% discount to the Company's NAV per ordinary share at close of business on 18 July 2023, reflecting the proportion of the Transaction Costs to be borne by Existing Shareholders, and is equal to the estimated Post-Transaction NAV per ordinary share.

The Issue Price represented a 3.1% premium to the Tender Price and the estimated Post-Transaction NAV per ordinary share reflecting the proportion of the estimated Transaction Costs borne by Incoming Shareholders.

2. That the following Directors, and the Proposed Director, subscribed for new ordinary shares pursuant to the Issue (the "Directors' Participation") as outlined below:

* Together with his persons closely associated.

3. That by virtue of Ian Dighé and Martin Perrin's positions as current directors of the Company, the Directors Participation was considered to be a related party transaction for the purposes of the Listing Rules. In addition, David Horner was considered to be an associate of the Proposed Manager as a result of his holding of over 30% of the shares in the Proposed Manager. The Transaction constituted a smaller related party transaction and the Company had received written confirmation from the Sponsor that the terms of the Transaction were fair and reasonable as far as Shareholders of the Company were concerned.

4.     That with effect from, Completion of the Tender Offer, on 26 July 2023, Michael Weeks would resign from the Board and David Horner would be appointed as a non-independent non-executive Director of the Company.

5. That the Court had confirmed the cancellation of the Company's share premium account and capital redemption reserve on 18 July 2023 creating further distributable reserves to fund the Tender Offer.

6. That 3,980,664 ordinary shares were validly tendered pursuant to the Tender Offer, constituting 83.4% of the existing issued share capital. All validly tendered ordinary shares would be accepted in full with 3,747,673 ordinary shares repurchased by the Company and 232,991 ordinary shares sold to Incoming Shareholders pursuant to the Matched Bargain Facility.

7. That the Company would issue 812,829 new ordinary shares in connection with the Offer for Subscription and Intermediaries Offer. Applications had been made for the new ordinary shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission") and that Admission would become effective and that dealings will commence on 26 July 2023.

On 26 July 2023 the Company announced:

that following Admission, and completion of the Tender Offer, the Company's total issued share capital will comprise of 5,584,878 ordinary shares. The Company will hold all 3,747,673 ordinary shares that were repurchased pursuant to the Tender Offer in treasury. Therefore, the total number of shares with voting right in the Company will be 1,837,205.

That the above figure of 1,837,205 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

That as part of the Tender Offer and Issue of Share the following transactions with Directors had occurred:

Bought

Ian Dighé 7,176 shares

Martin Perrin* 10,046 shares

David Horner 28,704 shares

Sold

Michael Weeks 32,000 shares

* Together with his persons closely associated

20. Ultimate controlling party

The Directors consider that there is no overall controlling party.

SHAREHOLDER INFORMATION

Fraud warning

Fraudsters use persuasive and high-pressure tactics to lure investors into scams and we are aware of entities from time to time purporting to be The Investment Company plc. They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. While high profits are promised, if you buy or sell shares in this way you will probably lose your money. Detailed advice on how to avoid and report potential investment scams is available on the FCA website: www.fca.org.uk/scamsmart.

The Company has also been made aware of attempts to issue documentation in the Company's name which is not legitimate. Anyone wishing to verify the authenticity of any documentation should contact the Company Secretary on 01392 487056 or tic@iscaadmin.co.uk.

The Company has also been made aware of a website purporting to be the Company's website which is not legitimate. Anyone wishing to verify the authenticity of the website should contact the Company Secretary on 01392 487056 or tic@iscaadmin.co.uk.

FURTHER INFORMATION

The Annual General Meeting of the Company will be held on 7 November 2023 at 11.00am at the offices of Chelverton Asset Management Limited , Ground Floor Office, Basildon House, 7 Moorgate,  London Club EC2R 6AF.

A copy of the Annual Report will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . This document will also be available on the Company's website at https://theinvestmentcompanyplc.co.uk/ .

ISCA Administration Services Limited
4 October 2023