TIDMSIGC

RNS Number : 3430L

Sherborne Investors (Guernsey)C Ltd

05 September 2023

SHERBORNE INVESTORS (GUERNSEY) C LIMITED

Interim Report and Unaudited Condensed Consolidated Financial Statements

For the period from 1 January 2023 to 30 June 2023

Company Summary

 
 The Company            Sherborne Investors (Guernsey) C Limited (the 
                         "Company") is a Guernsey domiciled limited 
                         company and its shares are admitted to trading 
                         on the London Stock Exchange's Specialist Fund 
                         Segment ("SFS"). The Company was incorporated 
                         on 25 May 2017. The Company commenced dealings 
                         on the SFS on 12 July 2017. 
 
 Investment Objective   To realise capital growth from investment in 
                        a target company identified by the Investment 
                        Manager, with the aim of generating a significant 
                        capital return for Shareholders. 
 
 Investment Policy      To invest in a company which is publicly quoted 
                        which it considers to be undervalued as a result 
                        of operational deficiencies and which it believes 
                        can be rectified by the Investment Manager's 
                        active involvement, thereby increasing the 
                        value of the investment. The Company will only 
                        invest in one target company at a time. 
 
 
 Investment Manager     Sherborne Investors Management LP provides 
                         investment management services to SIGC LLC. 
                         See Note 9 for details of changes in the period. 
 
 

Chairman's Statement

For the period ended 30 June 2023

Dear Shareholder,

I am pleased to present the Interim Report of Sherborne Investors (Guernsey) C Limited (the "Company") for the period 1 January 2023 to 30 June 2023.

As at 30 June 2023, the net asset value ("NAV") attributable to shareholders of the Company was GBP570.6 million (30 June 2022: GBP464.1 million and 31 December 2022: GBP529.3 million) or 81.5 pence per share (30 June 2022: 66.3 pence per share and 31 December 2022: 75.6 pence per share) (see Note 8).

The Company co--invests in Navient Corporation ("Navient") with other investors through Newbury Investors LLC ("Newbury") which is managed by Sherborne Investors Management LP ("Sherborne Investors"). Newbury currently owns 24% of Navient's outstanding shares, making it the largest shareholder in Navient. Newbury has separately disclosed a 20.7% interest in the outstanding shares of the Company. The Company is pursuing its investment strategy through its indirect shareholding in Navient.

On 15 May 2023, it was announced that Navient's Chief Executive Officer had been terminated and that a member of the board had been appointed Chief Executive Officer. Sherborne Investors has advised the Board that they intend to work with the new Chief Executive Officer to achieve their investment objectives at Navient.

On 18 May 2023, it was announced by the Company that, it has been advised by the Investment Manager, that following the distribution to the Company of any proceeds from the Company's indirect investment in Navient, the Investment Manager does not intend to seek to recall any funds for further investment. To effectuate this, on 24 May 2023, SIGC, LP (Incorporated) (the "Investment Partnership") assigned to the Company the Investment Partnership's interest in SIGC LLC, as the constitutional documents of SIGC LLC do not permit the recall of distributed capital for reinvestment. As a result of the assignment, the Investment Partnership was dissolved by operation of its limited partnership agreement. For further details see Note 1 and Note 9 of the Condensed Consolidated Financial Statements.

For further information on Navient, including their strategy and performance, please refer to their publicly available financial statements and presentations available at www.sec.gov or Navient's website at www.navient.com .

I am pleased to announce that the Company is declaring a 0.5 pence per share dividend to be paid on 6 October 2023 to shareholders of record on 15 September 2023. The present intention is to pay a further 0.5 pence per share to shareholders following the full year results.

On 23 May 2023, the Company announced that all resolutions proposed at the 2023 AGM were passed with the necessary majority. One shareholder however voted against Mr Ash's re-election due to an internal policy regarding board attendance. The Board attempted to engage with the shareholder prior to the AGM without success, and has continued to attempt to engage with the shareholder subsequently.

The principal risks and uncertainties of the Company are in relation to performance risk, market risk, relationship risk and operational risk. These are unchanged from 31 December 2022, and further details may be found in the Directors' Report within the Annual Report and Audited Consolidated Financial Statements of the Company for the year ended 31 December 2022. The Directors will continue to assess the principal risks and uncertainties relating to the Company for the remaining six months of the year but expect these to remain unchanged.

Details of related party transactions during the period are included in Note 9 of the Condensed Consolidated Financial Statements.

We are grateful for your continued support and will keep you informed of the status of our investment as it develops.

Responsibility statement

We confirm that to the best of our knowledge:

-- The condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted in the European Union;

-- The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and their impact on the condensed financial statements and description of principal risks and uncertainties for the remaining six months of the year);

-- The interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein); and

-- The condensed set of financial statements, which has been prepared in accordance with the applicable set of accounting standards, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer, or the undertakings included in the consolidation as a whole as required by DTR 4.2.4R.

Going Concern

The Condensed Consolidated Financial Statements have been prepared on the going concern basis. The net current asset position as at 30 June 2023 is GBP1.6 million. The Directors have considered the impact to the Company, as well as to Navient Corporation's ("Navient") and the Company's stock prices, of the current economic environment, including the current interest rates and inflationary environment, and have concluded that there is no impact on the going concern. At 30 June 2023 the Company had a NAV of GBP570.6 million. The Company, via its investment in SIGC LLC and other funds (the "Funds"), has sufficient liquid assets to meet expected costs. The Investment Manager, has the full intent and ability to provide the Company with funds as and if required. Therefore, after making enquiries and based on the sufficient cash reserves as at 30 June 2023, the Directors are of the opinion that the Company has adequate resources to continue its operational activities for the foreseeable future. The Board is therefore of the opinion that the going concern basis should be adopted in the preparation of the Condensed Consolidated Financial Statements.

Independent Auditor's Review Report to the Members of Sherborne Investors (Guernsey) C Limited

We have been engaged by the Company to review the condensed consolidated set of financial statements in the half-yearly financial report for the six months ended 30 June 2023 which comprises the condensed consolidated statement of comprehensive income, condensed consolidated statement of financial position, condensed consolidated statement of changes in equity, condensed consolidated statement of cash flows and related notes 1 to 12.

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated set of financial statements in the half-yearly financial report for the six months ended 30 June 2023 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted in the European Union and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Basis for Conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in note 1, the annual financial statements of the company are prepared in accordance with international accounting standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 as adopted by the European Union, "Interim Financial Reporting".

Conclusion Relating to Going Concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.

This Conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410; however future events or conditions may cause the entity to cease to continue as a going concern.

Responsibilities of the directors

The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the half-yearly financial report, 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.

Auditor's Responsibilities for the review of the financial information

In reviewing the half-yearly financial report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statement in the half-yearly financial report. Our Conclusion, including our Conclusion Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

Use of our report

This report is made solely to the company in accordance with ISRE (UK) 2410. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

Condensed Consolidated Statement of Comprehensive Income (Unaudited)

For the period from 1 January 2023 to 30 June 2023

 
                                     1 January 2023               1 January 2022                 1 January 
                                            to                          to                        2022 to 
                                      30 June 2023                 30 June 2022                 31 December 
                                                                                                   20 22 
                                       (unaudited)                 (unaudited)                   (audited) 
                       Notes    GBP            GBP            GBP           GBP          GBP            GBP 
--------------------  ------  -------  ------------------  --------  ----------------  -------  ------------------- 
 Income                1(e) 
 Unrealised 
  gain/(loss) 
  on financial 
  assets 
  at fair value 
  through              1(d), 
  profit or loss         5                     47,380,435               (114,319,958)                  (42,799,033) 
 Interest income                                    3,237                           -                           853 
--------------------  ------  -------  ------------------  --------  ----------------  -------  ------------------- 
 Total income/(loss)                           47,383,672               (114,319,958)                  (42,798,180) 
--------------------  ------  -------  ------------------  --------  ----------------  -------  ------------------- 
 Expenses              1(f) 
 Management fees         9         2,087,689              2,119,512                          4,329,768 
 Professional fees       2           252,614                181,140                            342,753 
                        2, 
 Directors' fees         9           105,791                 80,000                            160,000 
 Administrative fees                  73,206                 70,539                            141,574 
 Other fees                            2,265                 13,167                            210,045 
 Foreign exchange 
  gain                                81,405              (452,033)                          (428,695) 
 Total operating 
  expenses                                       2,602,970                  2,012,325                     4,755,445 
--------------------  ------  -------  -------------------  -------  ----------------  -------  ------------------- 
 Comprehensive 
  income/(loss)                                 44,780,702              (116,332,283)                  (47,553,625) 
--------------------  ------  -------  -------------------  -------  ----------------  -------  ------------------- 
 Comprehensive 
 income/(loss) 
 attributable to: 
 Equity Shareholders                            44,771,098              (116,309,767)                  (47,546,039) 
 Non-controlling 
  interest (NCI)       1(b)                          9,604                   (22,516)                       (7,586) 
--------------------  ------  -------  -------------------  -------  ----------------  -------  ------------------- 
 Weighted average 
  number of shares 
  outstanding            4                     700,000,000                700,000,000                   700,000,000 
 Basic and diluted 
  (deficit)/earnings 
  per share 
  attributable 
  to shareholders 
  (excluding NCI)        4                           6.40p                   (16.62)p                       (6.79)p 
--------------------  ------  -------  -------------------  -------  ----------------  -------  ------------------- 
 
 All revenue and expenses are derived from 
  continuing operations. 
 
 

Although not required by IAS 34 - 'Interim Financial Reporting', the comparative figures for the preceding year and the related notes have been included on a voluntary basis.

The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.

Condensed Consolidated Statement of Financial Position (Unaudited)

As at 30 June 20 23

 
                                 30 June 2023        30 June 20 22      31 December 2022 
                                  (unaudited)         (unaudited)          (audited) 
                       Notes   GBP       GBP       GBP       GBP       GBP        GBP 
--------------------  ------  ----  ------------  ----  ------------  -----  ------------ 
 Non-Current Assets 
 Financial assets 
  at fair value 
  through profit       1(d), 
  or loss                5           569,043,450         458,563,506          524,662,582 
--------------------  ------  ----  ------------  ----  ------------  -----  ------------ 
                                     569,043,450         458,563,506          524,662,582 
--------------------  ------  ----  ------------  ----  ------------  -----  ------------ 
 
 
 Current Assets 
 Cash and cash 
  equivalents        1(h)    1,665,200                   5,675,805                   4,974,113 
 Prepaid expenses               50,934                      46,864                      29,831 
------------------  ------  ----------  --------------  ----------  --------------  ----------  -------------- 
                             1,716,314                   5,722,669                   5,003,944 
------------------  ------  ----------  --------------  ----------  --------------  ----------  -------------- 
 Current 
 Liabilities 
 Trade and other     1(i), 
  payables             6       149,329                     124,953                     227,346 
                               149,329                     124,953                     227,346 
------------------  ------  ----------  --------------  ----------  --------------  ----------  -------------- 
 Net Current 
  Assets                                     1,566,805                   5,597,716                   4,776,598 
------------------  ------  ----------  --------------  ----------  --------------  ----------  -------------- 
 Net Assets                                570,610,255                 464,161,222                 529,439,180 
------------------  ------  ----------  --------------  ----------  --------------  ----------  -------------- 
 Capital and 
 Reserves 
 Called up share 
  capital and 
  share 
  premium              7                   688,939,403                 688,939,403                 688,939,403 
 Retained reserves                       (118,329,148)               (224,874,682)               (159,610,954) 
------------------  ------  ----------  --------------  ----------  --------------  ----------  -------------- 
 Equity 
  attributable 
  to the Company                           570,610,255                 464,064,721                 529,328,449 
------------------  ------  ----------  --------------  ----------  --------------  ----------  -------------- 
 Non-controlling 
  interest (NCI)     1(b)                            -                      96,501                     110,731 
------------------  ------  ----------  --------------  ----------  --------------  ----------  -------------- 
 Total Equity                              570,610,255                 464,161,222                 529,439,180 
------------------  ------  ----------  --------------  ----------  --------------  ----------  -------------- 
 
 NAV Per Share 
  (excluding NCI)      8                        81.52p                      66.29p                      75.62p 
------------------  ------  ----------  --------------  ----------  --------------  ----------  -------------- 
 
 

The Condensed Consolidated Financial Statements were approved by the Board of Directors for issue on 25 August 2023.

Although not required by IAS 34 - 'Interim Financial Reporting', the comparative figures for the preceding year and the related notes have been included on a voluntary basis.

The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.

Condensed Consolidated Statement of Changes in Equity (Unaudited)

For the period from 1 January 20 23 to 30 June 2023

 
                                        Share 
                                       Capital                         Non- 
                                      and Share      Retained       Controlling        Total 
                                       Premium        Reserves       Interest          Equity 
                             Notes       GBP            GBP            GBP              GBP 
--------------------------  ------  ------------  --------------  -------------  ---------------- 
 Balance at 1 January 
  2023 (audited)                     688,939,403   (159,610,954)        110,731       529,439,180 
--------------------------  ------  ------------  --------------  -------------  ---------------- 
 Comprehensive income                          -      44,771,098          9,604        44,780,702 
 Distributions                                 -     (3,500,000)      (103,982)       (3,603,982) 
 Non-Controlling Interest 
  transfer                                     -          10,708       (16,353)           (5,645) 
 Balance at 30 June 2023 
  (unaudited)                        688,939,403   (118,329,148)              -       570,610,255 
--------------------------  ------  ------------  --------------  -------------  ---------------- 
 
                                        Share 
                                       Capital                         Non- 
                                      and Share      Retained       Controlling        Total 
                                       Premium        Reserves       Interest          Equity 
                                         GBP            GBP            GBP              GBP 
--------------------------  ------  ------------  --------------  -------------  ---------------- 
 Balance at 1 January 
  2022 (audited)                     688,939,403   (112,276,754)      3,830,856       580,493,505 
--------------------------  ------  ------------  --------------  -------------  ---------------- 
 Comprehensive loss                            -   (116,309,767)       (22,516)     (116,332,283) 
 Incentive allocation          9               -       3,711,839    (3,711,839)                 - 
 Balance at 30 June 2022 
  (unaudited)                        688,939,403   (224,874,682)         96,501       464,161,222 
 
                                        Share 
                                       Capital                         Non- 
                                      and Share      Retained       Controlling       Total 
                                       Premium        Reserves       Interest         Equity 
                                         GBP            GBP            GBP             GBP 
--------------------------  ------  ------------  --------------  -------------  -------------- 
 Balance at 1 January 
  2022 (audited)                     688,939,403   (112,276,754)      3,830,856     580,493,505 
--------------------------  ------  ------------  --------------  -------------  -------------- 
 Comprehensive loss                            -    (47,546,039)        (7,586)    (47,553,625) 
 Incentive allocation          9               -       3,711,839    (3,711,839)               - 
 Distributions                                 -     (3,500,000)          (700)     (3,500,700) 
 Balance at 31 December 
  2022 (audited)                     688,939,403   (159,610,954)        110,731     529,439,180 
--------------------------  ------  ------------  --------------  -------------  -------------- 
 
 

Although not required by IAS 34 - 'Interim Financial Reporting', the comparative figures for the preceding year and the related notes have been included on a voluntary basis.

The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.

Condensed Consolidated Statement of Cash Flows (Unaudited)

For the period from 1 January 2023 to 30 June 2023

 
 
                                                                  1 January        1 January 
                                                                    20 22           2022 to 
                                                 1 January        to 30 June       31 December 
                                                  2023 to            20 22            20 22 
                                                  30 June 
                                                    2023 
                                                 (unaudited)      (unaudited)       (audited) 
                                      Notes          GBP              GBP              GBP 
----------------------------------  --------  --------------  ---------------  --------------- 
 Net cash flow used in operating 
  activities See below                           (2,702,090)      (2,045,297)      (4,668,991) 
--------------------------------------------  --------------  ---------------  --------------- 
 
 Investing activities 
 Contribution to investments            5          (633,786)                -                - 
 Distributions from investments         5          3,633,353        2,694,436        8,116,285 
 Non-Controlling Interest 
  transfer                                           (5,645)                -                - 
 Interest income                                       3,237                -              853 
 Net cash flow from investing 
  activities                                       2,997,159        2,694,436        8,117,138 
--------------------------------------------  --------------  ---------------  --------------- 
 
 Financing activities 
 Distributions to non-controlling 
  interest                             11          (103,982)                -            (700) 
 Distributions to shareholders         11        (3,500,000)                -      (3,500,000) 
 Net cash flow used in financing 
  activities                                     (3,603,982)                -      (3,500,700) 
--------------------------------------------  --------------  ---------------  --------------- 
 Net movement in cash and cash 
  equivalents                                    (3,308,913)          649,139         (52,553) 
 Opening cash and cash equivalents                 4,974,113        5,026,666        5,026,666 
--------------------------------------------  --------------  ---------------  --------------- 
 Closing cash and cash equivalents                 1,665,200        5,675,805        4,974,113 
--------------------------------------------  --------------  ---------------  --------------- 
 
 
 
 Net cash flow used in operating 
  activities 
-----------------------------------  -------------  --------------  ------------- 
 Comprehensive income/(loss)            44,780,702   (116,332,283)   (47,553,625) 
 Unrealised (gain)/loss on 
  financial assets at fair 
  value through profit or loss    5   (47,380,435)     114,319,958     42,799,033 
 Movement in prepaid expenses             (21,103)        (29,275)       (12,242) 
 Movement in trade and other 
  payables                        6       (78,017)         (3,697)         98,696 
 Interest income                           (3,237)               -          (853) 
-------------------------------      -------------  --------------  ------------- 
 Net cash flow used in operating 
  activities                           (2,702,090)     (2,045,297)    (4,668,991) 
-----------------------------------  -------------  --------------  ------------- 
 

Although not required by IAS 34 - 'Interim Financial Reporting', the comparative figures for the preceding year and the related notes have been included on a voluntary basis.

The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.

Notes to the Condensed Consolidated Financial Statements

For the period from 1 January 2023 to 30 June 2023

1. Summary of significant accounting policies

Reporting entity

Sherborne Investors (Guernsey) C Limited (the "Company") is a closed-ended investment company with limited liability formed under the Companies (Guernsey) Law, 2008 (as amended). The Company was incorporated and registered in Guernsey on 25 May 2017. The Company commenced dealings on the London Stock Exchange's Specialist Fund Segment on 12 July 2017. The Company's registered office is 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, Channel Islands, GY1 2HL. During the period SIGC Midco Limited, a former wholly-owned subsidiary of the Company, was dissolved and liquidated. Also during the period, the investment manager of SIGC, LP (Incorporated) (the "Investment Partnership"), a subsidiary of the Company, advised the Company that following the distribution to the Company of any proceeds from the Company's indirect investment in Navient Corp., it does not intend to seek to recall any funds for further investment. To effectuate this, the Investment Partnership's investment manager assigned to the Company the Investment Partnership's interest in SIGC LLC, as the constitutional documents of SIGC LLC do not permit the recall of distributed capital for reinvestment. As a result of the assignment, the Investment Partnership was dissolved by operation of its limited partnership agreement. The liquidation of the Investment Partnership's remaining residual net assets is being finalised and as such the Investment Partnership's results for the period are included in these Condensed Consolidated Financial Statements. The "Group" is defined as the Company and its subsidiaries, SIGC, LP (Incorporated) and SIGC Midco Limited (up until its liquidation). Both subsidiaries were established/incorporated in Guernsey.

Basis of preparation

The annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted in the European Union. The financial information for the year ended 31 December 2022, as included in this Interim Report, is derived from the financial statements delivered to the Listing Authority and does not constitute statutory accounts as defined by the Companies (Guernsey) Law, 2008 (as amended). The Auditor reported in the statutory financial statements for the year ended 31 December 2022: their report was unqualified; did not draw attention to going concern by way of emphasis; and did not contain a statement under Section 263(2) or 263(3) of the Companies (Guernsey) Law, 2008 (as amended).

The Condensed Consolidated Financial Statements of the Group have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting' ("IAS 34") as adopted in the European Union, together with applicable legal and regulatory requirements of Guernsey Law. The Directors of the Company have taken the exemption in Section 244 of the Companies (Guernsey) Law, 2008 (as amended) and have therefore elected to only prepare Condensed Financial Statements for the period.

These Condensed Consolidated Financial Statements have been prepared on the historical cost basis, as modified by the measurement at fair value of investments. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim period.

Going concern

The Condensed Consolidated Financial Statements have been prepared on the going concern basis. The net current asset position as at 30 June 2023 is GBP1.6 million. The Directors have considered the impact to the Company, as well as to Navient Corporations's ("Navient") and the Company's stock prices, of the current economic environment, including the current interest rates and inflationary environment, and have concluded that there is no impact on the going concern. At 30 June 2023 the Company had a NAV of GBP570.6 million. The Company, via its investment in SIGC LLC and other funds (the "Funds"), has sufficient liquid assets to meet expected costs. The Investment Manager of the Funds has the full intent and ability to provide the Company with funds as and if required. After making enquiries of Sherborne Investors Management LP, the investment manager of SIGC LLC (the "Investment Manager") and Apex Fund and Corporate Services (Guernsey) Limited (the "Administrator") and based on the sufficient cash reserves as at 30 June 2023, the Directors have a reasonable expectation that the Company has adequate resources to continue its operational activities for the foreseeable future. Accordingly, they continue to adopt a going concern basis in preparing these Condensed Consolidated Financial Statements.

Critical accounting judgments and key sources of estimation uncertainty

The preparation of the Group's Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingencies at the date of the Group's Condensed Consolidated Financial Statements and revenue and expenses during the reported period. Actual results could differ from those estimated.

i) Critical accounting judgement: Incentive allocation

As more fully described in Note 9, until 24 May 2023 when the Investment Partnership was dissolved, the Special Limited Partner was entitled to receive an incentive allocation once aggregate distributions to partners of the Investment Partnership exceed a certain level. The basis of the incentive calculation differs depending on how the investment in the Selected Target Company ("STC") is ultimately characterised (i.e. as a Turnaround or Stake Building Investment). The incentive allocation has been computed on a Stake Building Investment basis, as it does not meet the criteria of a Turnaround investment.

ii) Critical accounting judgement: Consolidation of entities

As described further in Note 5, as of 30 June 2023 the Group holds a non-controlling interest in SIGC LLC (formerly known as Whistle Investors III LLC). Whilst the Group holds a majority interest in SIGC LLC and holds access to the rewards and benefits, it does not exercise control over the day to day operations nor does it have the ability to remove the controlling party. As such, SIGC LLC is not considered a subsidiary and is not consolidated but held at fair value through profit or loss.

iii) Source of estimation uncertainty: Financial assets at fair value through profit or loss

The Group's investments are measured at fair value for financial reporting purposes. The fair value of financial assets are based on the net asset value ("NAV") of the investment. The main contribution to their NAV is the quoted closing price of the STC and the Company at 30 June 2023, together with cash balances. Please see Note 5 for further details.

Adoption of new and revised standards

(i) New standards adopted as at 1 January 2023:

The following standards are effective for the first time for the financial period beginning 1 January 2023 and are relevant to the Group and Company's operations:

   --      IAS 1 (amended), 'Presentation of Financial Statements', 
   --      IAS 8 (amended), 'Accounting Policies, Changes in Accounting Estimates and Errors'. 

The above standards have been adopted and did not have a material impact on the financial statements.

(ii) Standards, amendments and interpretations early adopted by the Group:

There were no standards, amendments and interpretations early adopted by the Group.

(iii) Standards, amendments and interpretations in issue but not yet effective:

Unless stated otherwise, the Directors do not consider the adoption of any new and revised accounting standards and interpretations to have a material impact as the new standards or amendment are not relevant to the operations of the Group.

a. Basis of consolidation

The Condensed Consolidated Financial Statements incorporate the financial statements of the Company and two entities previously controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. Investments where a majority interest is held but control is not achieved are held at fair value through profit or loss.

Non-controlling interests in the net assets of the consolidated subsidiaries are identified separately from the Group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling entities' share of changes in equity since the date of the combination. Losses applicable to the non-controlling entities in excess of their interest in the subsidiaries equity are allocated against their interests to the extent that this would create a negative balance.

Where necessary, adjustments are made to the financial statements of the subsidiary to bring the accounting policies used into line with those used by the Group.

All intra-group transactions, balances and expenses are eliminated on consolidation.

The Company, via SIGC Midco Limited, a 100% owned subsidiary until its dissolution and liquidation in early 2023, owned 99.98% of the capital interest in the Investment Partnership until its dissolution in May 2023. Whilst the General Partner of the Investment Partnership, a company registered in Delaware, USA, was responsible for directing the day to day operations of the Investment Partnership, the Company, through its majority interest in the Investment Partnership, had the ability to approve the proposed investment of the Investment Partnership and to remove the general partner. The liquidation of the Investment Partnership's remaining residual net assets is being finalised and hence, the Company has consolidated the Investment Partnership and SIGC Midco Limited (up until its liquidation) in its financial statements.

b. Non-controlling interest

The interest of non-controlling parties in the subsidiary is measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

c. Functional currency

Items included in the Condensed Consolidated Financial Statements of the Group are measured using the currency of the primary economic environment in which the entity operates. The Condensed Consolidated Financial Statements are presented in Pound Sterling ("GBP"), which is the Group's functional and presentational currency. Transactions in currencies other than GBP are translated at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date of the Condensed Consolidated Statement of Financial Position are retranslated into GBP at the rate of exchange ruling at that date. Exchange differences are reported in the Condensed Consolidated Statement of Comprehensive Income.

d. Financial assets at fair value through profit or loss

Investments, including equity investments in associates, are designated as fair value through profit or loss in accordance with IFRS 9 'Financial instruments', as the Group's business model is to invest in financial assets with a view to profiting from their total return in the form of interest and changes in fair value. Under International Accounting Standard 28 'Investments in Associates', the fund can hold its investments at fair value through profit or loss rather than as an associate as the Investment Partnership is a closed-ended fund.

Investments in voting shares and derivative contracts are initially recognised at cost and are subsequently re-measured at fair value, as determined by the Directors. Unrealised gains or losses arising from the revaluation of investments in voting shares and derivative contracts are taken directly to the Condensed Consolidated Statement of Comprehensive Income.

The Group's investments are measured at fair value for financial reporting purposes as described earlier in Note 1 under critical accounting judgements and key sources of estimation uncertainty.

In determining fair value in accordance with IFRS 13 'Fair Value Measurement' ("IFRS 13"), investments measured and reported at fair value are classified and disclosed in one of the following categories within the fair value hierarchy:

Level I - An unadjusted quoted price for identical assets and liabilities in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available. As required by IFRS 13, the Group will not adjust the quoted price for these investments, even in situations where it holds a large position and a sale could reasonably impact the quoted price.

Level II - Inputs are other than unadjusted quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.

Level III - Inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgement or estimation.

The Group's investments are summarised by Level in Note 5. On disposal of shares, cost of investments are allocated on a first in, first out basis.

e. Revenue recognition

Investment income and interest receivable from short-term deposits and Treasury gilts are recognised on an accruals basis. Where receipt of investment income is not likely until the maturity or realisation of an investment then the investment income is accounted for as an increase in the fair value of the investment.

f. Expenses

All expenses are accounted for on an accruals basis. Expenses are charged through the Condensed Consolidated Statement of Comprehensive Income in the period in which they occur.

g. Prepaid expenses and trade receivables

Trade and other receivables are initially recognised at fair value and subsequently, where necessary, re-measured at amortised cost using the effective interest method. A provision for impairment of trade receivables is established when there is objective evidence the Group will not be able to collect all amounts due according to the original terms of the receivables. The Group only holds trade receivables with no financing component and which have maturities of less than 12 months at amortised cost and has therefore applied the simplified approach to expected credit loss.

h. Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, call and current balances with banks and similar institutions, which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. This definition is also used for the Condensed Consolidated Statement of Cash Flows. The carrying amount of these assets approximate their fair value, unless otherwise stated.

i. Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently, where necessary, re-measured at amortised cost using the effective interest method.

j. Financial instruments

Financial assets and liabilities are recognised in the Group's Condensed Consolidated Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.

k. Segmental reporting

As the Group invests in one investee company, there is no segregation between industry, currency or geographical location and therefore no further disclosures are required in conjunction with IFRS 8 'Operating Segments'.

l. Incentive allocation

Until 24 May 2023 when the Investment Partnership was dissolved, the incentive allocation was accounted for on an accruals basis (see also Note 9). The incentive allocation was payable to the non-controlling interest and would therefore be recognised in the Condensed Consolidated Statement of Changes in Equity rather than recognised as an expense in the Condensed Consolidated Statement of Comprehensive Income.

2. Comprehensive income/(loss)

The comprehensive income/(loss) has been arrived at after charging:

 
                              1 January     1 January      1 January 
                              2023 to 30    2022 to 30     2022 to 31 
                              June 20 23    June 20 22    December 2022 
                                 GBP           GBP            GBP 
--------------------------  ------------  ------------  --------------- 
 Directors' fees                 105,791        80,000          160,000 
 Auditor's remuneration - 
  Audit                           47,000        19,806           47,000 
 Auditor's remuneration - 
  Interim review                  28,000        24,150           28,000 
 

3. Tax on ordinary activities

The Company has been granted exemption from income tax in Guernsey under the Income Tax (Exempt Bodies) (Bailiwick of Guernsey) Ordinance 1989 and is liable to pay an annual fee (currently GBP1,200) under the provisions of the Ordinance. As such it will not be liable to income tax in Guernsey other than on Guernsey source income (excluding deposit interest on funds deposited with a Guernsey bank). No withholding tax is applicable to distributions to Shareholders by the Company.

The Investment Partnership was not itself subject to taxation in Guernsey. No withholding tax is applicable to distributions to partners of the Investment Partnership.

Income which is wholly derived from the business operations conducted on behalf of the Investment Partnership with, and investments made in, persons or companies who are not resident in Guernsey will not be regarded as Guernsey source income. Such income will not therefore be liable to Guernsey tax in the hands of non-Guernsey resident limited partners.

4. Earnings per share

The calculation of basic and diluted earnings per share is based on the return on ordinary activities less total comprehensive income attributable to the non-controlling interest and on there being 700,000,000 weighted average number of shares in issue during the period (30 June 2022: 700,000,000 and 31 December 2022: 700,000,000). The earnings per share attributable to shareholders for the period ended 30 June 2023 amounted to 6.40 pence per share (period ended 30 June 2022: a deficit of 16.62 pence per share and year ended 31 December 2022: a deficit of 6.79 pence per share).

 
 
     Date           Shares      Days in   Weighted Average 
                                 issue         Shares 
  30 June 2023    700,000,000     181       700,000,000 
  31 December 
      2022        700,000,000     365       700,000,000 
 

5. Financial assets at fair value through profit or loss

 
                                                        As at 30      As at 31 December 
                                         As at 30          June              2022 
                                         June 2023         2022 
                                            GBP            GBP               GBP 
-------------------------------------  ------------  --------------  ------------------ 
 Opening fair value                     524,662,582     575,577,900         575,577,900 
 Contribution to investments                633,786               -                   - 
 Distributions from investments         (3,633,353)     (2,694,436)         (8,116,285) 
 Unrealised gain/(loss) on financial 
  assets at fair value through 
  profit or loss                         47,380,435   (114,319,958)        (42,799,033) 
 Closing fair value                     569,043,450     458,563,506         524,662,582 
-------------------------------------  ------------  --------------  ------------------ 
 

The following tables summarise by level within the fair value hierarchy the Group's financial assets and liabilities at fair value as follows:

 
                                   Level    Level II       Level         Total 
                                      I                     III 
 30 June 2023                       GBP        GBP          GBP           GBP 
--------------------------------  -------  ----------  ------------  ------------ 
 Financial assets at fair value 
  through profit and loss            -          -       569,043,450   569,043,450 
                                   Level    Level II       Level         Total 
                                      I                     III 
 30 June 2022                       GBP        GBP          GBP           GBP 
--------------------------------  -------  ----------  ------------  ------------ 
 Financial assets at fair value 
  through profit and loss            -          -       458,563,506   458,563,506 
                                   Level    Level II       Level         Total 
                                      I                     III 
 31 December 2022                   GBP        GBP          GBP           GBP 
--------------------------------  -------  ----------  ------------  ------------ 
 Financial assets at fair value 
  through profit and loss            -          -       524,662,582   524,662,582 
 

As at 30 June 2023, the Group's investment consists solely of a non-controlling interest in SIGC LLC (formerly Whistle Investors III LLC) which was organised to invest in the STC. With SIGC LLC's balance sheet being measured at fair value, the NAV of SIGC LLC provides the best estimate of fair value for the Company's investment in SIGC LLC. SIGC LLC's investment, via an intermediary, consisted of its non-controlling interest in Newbury Investors LLC ("Newbury"). Newbury's investment in the STC consisted of both common stock of Navient and of the Company. The Investment Manager continually evaluates the optimal allocation of Newbury's ownership of shares in Navient versus those of the Company. The Investment Manager may from time to time buy or sell shares in Navient and the Company to adjust the allocation. Some of the factors in the allocation decision include the relative liquidity of the shares of Navient and the Company, the discount to net asset value at which the Company's shares trade and various tactical considerations, and general market conditions. Furthermore, the level III investments disclosed in the financial statements are solely comprised of the Company's non-controlling interest in SIGC LLC. The value of those investments equated to the Company's maximum exposure to loss from SIGC LLC and Newbury.

A reconciliation of fair value measurements in Level III is set out in the following table:

 
                                    As at 30     As at 30 June   As at 31 December 
                                    June 2023         2022              2022 
                                       GBP            GBP               GBP 
--------------------------------  ------------  --------------  ------------------ 
 Opening fair value                524,662,582     575,577,900         575,577,900 
 Contribution to investments           633,786               -                   - 
 Distributions from investments    (3,633,353)     (2,694,436)         (8,116,285) 
 Unrealised gain/(loss) 
  on financial assets at 
  fair value through profit 
  or loss                           47,380,435   (114,319,958)        (42,799,033) 
--------------------------------  ------------  --------------  ------------------ 
 Closing fair value                569,043,450     458,563,506         524,662,582 
--------------------------------  ------------  --------------  ------------------ 
 

Capital contributions made during the period ended 30 June 2023 were made based on excess cash held at the Investment Partnership prior to its dissolution. Capital distributions made during the period ended 30 June 2023 were made to fund the Company's dividend payment.

Capital distributions made during the year ended 31 December 2022 were made to return excess funds drawn including the funding of the Company's dividend payment.

The key unobservable inputs in the valuation of the Level III investment is the value of SIGC LLC's indirect non-controlling interests in the underlying intermediaries which is impacted by the share price of Navient and the Company.

6. Trade and other payables

 
 
                                 As at 30      As at 30 June     As at 31 December 
                                 June 2023         20 22               20 22 
                                   GBP             GBP                 GBP 
-----------------------------  -----------  ----------------  -------------------- 
 Professional fees payable          29,159            40,151               144,628 
 Administration fees payable        36,685            33,119                33,633 
 Audit fees payable                 51,500            51,683                47,000 
 Other payables                     31,985                 -                 2,085 
-----------------------------  -----------  ----------------  -------------------- 
 Total                             149,329           124,953               227,346 
-----------------------------  -----------  ----------------  -------------------- 
 

7. Consolidated share capital and share premium

 
                             As at 30      As at 30 June   As at 31 December 
                              June 2023         2022              2022 
 
 Authorised share capital        No.            No.               No. 
 Ordinary Shares of no 
  par value                   Unlimited      Unlimited         Unlimited 
--------------------------  ------------  --------------  ------------------ 
 Issued and fully paid           No.            No.               No. 
 Ordinary Shares of no 
  par value                  700,000,000    700,000,000       700,000,000 
--------------------------  ------------  --------------  ------------------ 
 
 
                            As at 30     As at 30 June   As at 31 December 
                            June 2023         2022              2022 
 
 Share premium account        GBP             GBP               GBP 
 Share premium account 
  upon issue               700,000,000     700,000,000         700,000,000 
 Less: Costs of issue     (11,060,597)    (11,060,597)        (11,060,597) 
 Closing balance           688,939,403     688,939,403         688,939,403 
-----------------------  -------------  --------------  ------------------ 
 

8. Net asset value per share attributable to the Company

 
                      No. of Shares   Pence per Share 
-------------------  --------------  ---------------- 
 30 June 2023          700,000,000         81.52 
 30 June 2022          700,000,000         66.29 
 31 December 20 22     700,000,000         75.62 
 
 

9. Related party transactions

The Investment Partnership and its General Partner engaged Sherborne Investors Management (Guernsey) LLC to serve as Investment Manager until the Investment Partnership's dissolution as disclosed in Note 1. The Investment Manager was entitled to receive from the Investment Partnership a monthly management fee equal to one-twelfth of 1% of the net asset value of the Investment Partnership, less cash and cash equivalents and certain other adjustments. During the period, management fees of GBP2,087,689 (period ended 30 June 2022: GBP2,119,512 and year ended 31 December 2022: GBP4,329,768) had been paid by the Investment Partnership. No balance was outstanding at the period end (period ended 30 June 2022: GBPNil and year ended 31 December 2022: GBPNil).

The Special Limited Partner interest was held by Sherborne Investors LP until the Investment Partnership's dissolution as disclosed in Note 1. The Special Limited Partner was entitled to receive an incentive allocation once aggregate distributions to partners of the Investment Partnership, of which one was the Company, exceeded a certain level of capital contributions to the Investment Partnership, excluding amounts contributed attributable to management fees.

For Turnaround investments, the incentive allocation was computed at 10% of the distributions to all partners in excess of 110%, increasing to 20% of the distributions to all partners in excess of 150% and increasing to 25% of the distributions to all partners in excess of 200% of capital contributions, excluding amounts contributed attributable to management fees. An investment was considered a Turnaround investment when a member of the General Partner is appointed chairman of, or accepts an executive role at, the STC.

If, after acquiring a shareholding, the share price of the STC rises to a level at which further investment and the effort of a Turnaround is, in the Investment Manager's opinion, no longer justified or otherwise no longer presents a viable Turnaround opportunity, the Investment Partnership intends to sell (and distribute the proceeds to the Company) or distribute in kind the holding to the limited partners (in each case after deductions for any costs and expenses and for the Investment Partnership's Minimum Capital Requirements and subject to applicable law and regulation), rather than seeking to join the Board of Directors or otherwise engage with the STC (a "Stake Building Investment").

For Stake Building Investments, the incentive allocation was computed at 20% of net returns on the investment of the Investment Partnership, such amount to be payable after each partner in the Investment Partnership has had distributed to it an amount equal to its aggregate capital contribution to the Investment Partnership in respect to the Stake Building Investment (excluding any capital contributions attributable to management fees). The Special Limited Partner may waive or defer all or any part of any incentive allocation otherwise due.

At 30 June 2023, there is no incentive allocation payable by the Investment Partnership. At 30 June 2022 and 31 December 2022, the incentive allocation was calculated based on a stake building basis and amounted to GBPnil.

The Investment Manager and managing member of SIGC LLC are entitled pursuant to its constitutional documents, to receive a management fee and incentive allocation, respectively, from SIGC LLC on the same economic terms as the Investment Partnership's Investment Manager and the Special Limited Partner.

Each of the Directors (other than the Chairman) receives a fee payable by the Company currently at a rate of GBP35,000 per annum. The Chairman of the Audit Committee receives GBP5,000 per annum in addition to such fee. The Chairman receives a fee payable by the Company currently at the rate of GBP50,000 per annum.

Individually and collectively, the Directors of the Company hold no shares of the Company as at 30 June 20 23 (30 June 2022: Nil and 31 December 2022: Nil).

Sherborne Investors GP, LLC has granted to the Company a non-exclusive licence to use the name "Sherborne Investors" in the UK and the Channel Islands in the corporate name of the Company and in connection with the conduct of the Company's business affairs. The Company may not sub-licence or assign its rights under the Trademark Licence Agreement. Sherborne Investors GP, LLC receives a fee of GBP70,000 per annum for the use of the licenced name.

10. Financial risk factors

The Group's investment objective is to realise capital growth from investment in the STC, identified by the Investment Manager, with the aim of generating significant capital return for Shareholders. Consistent with that objective, the Group's financial instruments mainly comprise an investment in a STC. In addition, the Group holds cash and cash equivalents as well as having trade and other receivables and trade and other payables that arise directly from its operations.

Liquidity risk

The Group's cash and cash equivalents are placed in demand deposits with a range of financial institutions. The listed investment in the STC could be partially redeemed relatively quickly (within 3 months) should the Group need to meet obligations or ongoing expenses as and when they fall due.

The following table details the liquidity analysis for financial liabilities at the date of the Condensed Consolidated Statement of Financial Position:

 
                             Less than 
 As at 30 June 2023           1 month    1 - 12 months    Total 
                                GBP           GBP          GBP 
--------------------------  ----------  --------------  -------- 
 Trade and other payables      4,000        145,329      149,329 
--------------------------  ----------  --------------  -------- 
                               4,000        145,329      149,329 
--------------------------  ----------  --------------  -------- 
 
 
                             Less than 
 As at 30 June 2022           1 month    1 - 12 months    Total 
                                GBP           GBP          GBP 
--------------------------  ----------  --------------  -------- 
 Trade and other payables      5,014        119,939      124,953 
--------------------------  ----------  --------------  -------- 
                               5,014        119,939      124,953 
--------------------------  ----------  --------------  -------- 
 
 
                             Less than 
 As at 31 December 2022       1 month    1 - 12 months    Total 
                                GBP           GBP          GBP 
--------------------------  ----------  --------------  -------- 
 Trade and other payables     116,928       110,418      227,346 
--------------------------  ----------  --------------  -------- 
                              116,928       110,418      227,346 
--------------------------  ----------  --------------  -------- 
 

Credit risk

The Group is exposed to credit risk in respect of its cash and cash equivalents, arising from possible default of the relevant counterparty, with a maximum exposure equal to the carrying value of those assets. The credit risk on liquid funds is mitigated through the Group depositing cash and cash equivalents across several banks. The Group is exposed to credit risk in respect of its trade receivables and other receivable balances with a maximum exposure equal to the carrying value of those assets. The Bank of New York Mellon currently has a stand-alone credit rating of AA- with Standard & Poor's (31 December 2022: AA- with Standard & Poor's), Royal Bank of Scotland International has a stand-alone credit rating of A- with Standard & Poor's (31 December 2022: A- with Standard & Poor's) whilst Barclays Bank PLC has a standalone credit rating of A with Standard & Poor's (30 June 2022: A with Standard & Poor's and 31 December 2022: A with Standard & Poor's). The Group considers these ratings to be acceptable.

Market price risk

Market price risk arises as a result of the Group's exposure to the future values of the share price of the STC, including the share price of Navient and the Company. It represents the potential loss that the Group may suffer through investing in the STC.

As at 30 June 2023, the share price of Navient and the Company were 18.58 US dollars per share and 59.25 pence per share, respectively, which produced the Group's NAV of GBP570.6 million. At 30 June 2023 a 10% increase in the share price of Navient and the Company would increase the Group's NAV by approximately GBP34.6 million. At 30 June 2023 a 10% decrease in the share price of Navient and the Company would decrease the Group's NAV by approximately GBP53.3 million.

Foreign exchange risk

Foreign currency risk arises as the value of future transactions, recognised monetary assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates. The Investment Manager monitors the Group's monetary and non-monetary foreign exchange exposure on a regular basis. The Group has limited direct foreign exchange risk exposure. SIGC LLC's investment in the US based STC during the year exposes SIGC LLC to foreign currency risk, however, as a Group this is considered as part of market price risk.

Interest rate risk

The Group is subject to risks associated with changes in interest rates in respect of interest earned on its cash and cash equivalents. The Group seeks to mitigate this risk by monitoring the placement of cash balances on an ongoing basis in order to maximise the interest rates obtained.

 
 As at 30 June 
  2023                                 Interest bearing 
                             ----------------------------------- 
                                           1 month     3 months 
                              Less than       to          to       Non- interest 
                               1 month     3 months     1 year        bearing          Total 
                                 GBP         GBP         GBP            GBP             GBP 
---------------------------  ----------  ----------  -----------  --------------  -------------- 
 Assets 
 Cash and cash equivalents    1,665,200           -            -               -       1,665,200 
 Financial assets 
  at fair value through 
  profit or loss                      -           -            -     569,043,450     569,043,450 
 Prepaid expenses                     -           -            -          50,934          50,934 
 Total Assets                 1,665,200           -            -     569,094,384     570,759,584 
---------------------------  ----------  ----------  -----------  --------------  -------------- 
 Liabilities 
 Other payables                       -           -            -         149,329         149,329 
---------------------------  ----------  ----------  -----------  --------------  -------------- 
 Total Liabilities                    -           -            -         149,329         149,329 
---------------------------  ----------  ----------  -----------  --------------  -------------- 
 
 
 
       As at 30 June                    Interest bearing 
            2022 
                             ------------------------------------- 
                                             1 month     3 months 
                               Less than        to          to       Non- interest 
                                1 month      3 months     1 year        bearing          Total 
                                  GBP          GBP         GBP            GBP             GBP 
---------------------------  ------------  ----------  -----------  --------------  -------------- 
 Assets 
 Cash and cash equivalents      5,675,805           -            -               -       5,675,805 
 Financial assets 
  at fair value through 
  profit or loss                        -           -            -     458,563,506     458,563,506 
 Prepaid expenses                       -           -            -          46,864          46,864 
 Total Assets                   5,675,805           -            -     458,610,370     464,286,175 
---------------------------  ------------  ----------  -----------  --------------  -------------- 
 Liabilities 
 Other payables                         -           -            -         124,953         124,953 
---------------------------  ------------  ----------  -----------  --------------  -------------- 
 Total Liabilities                      -           -            -         124,953         124,953 
---------------------------  ------------  ----------  -----------  --------------  -------------- 
 
 As at 31 December 
  2022                                  Interest bearing 
                             ------------------------------------- 
                                             1 month     3 months 
                               Less than        to          to       Non- interest 
                                1 month      3 months     1 year        bearing         Total 
                                  GBP          GBP         GBP            GBP            GBP 
---------------------------  ------------  ----------  -----------  --------------  ------------ 
 Assets 
 Cash and cash equivalents    4, 974 ,113           -            -               -     4,974,113 
 Financial assets 
  at fair value through 
  profit or loss                        -           -            -     524,662,582   524,662,582 
 Prepaid expenses                       -           -            -          29,831        29,831 
---------------------------  ------------  ----------  -----------  --------------  ------------ 
 Total Assets                   4,974,113           -            -     524,692,413   529,666,526 
---------------------------  ------------  ----------  -----------  --------------  ------------ 
 Liabilities 
 Other payables                         -           -            -         227,346       227,346 
---------------------------  ------------  ----------  -----------  --------------  ------------ 
 Total Liabilities                      -           -            -         227,346       227,346 
---------------------------  ------------  ----------  -----------  --------------  ------------ 
 
 
 

As at 30 June 2023, the total interest sensitivity gap for interest bearing items was a surplus of GBP1,665,200 (30 June 2022: surplus of GBP5,675,805 and 31 December 2022: surplus of GBP4,974,113).

As at 30 June 20 23, interest rates reported by the Bank of England were 5.0% (30 June 2022: 1.25% and 31 December 2022: 3.5%) which would equate to net income of GBP83,269 (period ended 30 June 2022: GBP70,948 and year ended 31 December 2022: GBP174,094) per annum if interest bearing assets remained constant. If interest rates were to fluctuate by 100 basis points (period ended 30 June 2022: 50 basis points and year ended 31 December 2022: 200 basis points), this would have a positive or negative effect of GBP16,654 (period ended 30 June 2022 a positive or negative effect of GBP56,758 and year ended 31 December 2022: a positive or negative effect of GBP49,741) on the Group's annual income.

Capital risk management

The capital structure of the Company consists of proceeds raised from the issue of Ordinary Shares. As at 30 June 20 23, the Group is not subject to any external capital requirement.

The Directors believe that at the date of the Condensed Consolidated Statement of Financial Position there were no other material risks associated with the management of the Group's capital.

11. Distributions

Distributions of GBP103,982 were paid by the Group to non-controlling interests during the period (period ended 30 June 2022: GBPNil and year ended 31 December 2022: GBP700). Distributions of GBP3.5 million were paid by the Group to shareholders (period ended 30 June 2022 and year ended 31 December 2022: GBP3.5 million).

12. Subsequent events

The Company has declared a dividend of 0.5 pence per share, payable on 6 October 2023 to shareholders on the register at 15 September 2023.

During August 2023, SIGC LLC distributed to the company GBP3.0 million to fund the Company's upcoming dividend payment.

There were no other material subsequent events that require disclosure in the condensed consolidated financial statements.

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September 05, 2023 02:00 ET (06:00 GMT)

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