A specialist alternative equity
Trust with a concentrated
smaller companies portfolio
Strategic Equity
Capital plc
Report & Financial Statements
for the year ended 30 June 2022
Investment Objective
The investment objective of Strategic Equity Capital
plc (the Company”) is to achieve absolute returns
(i.e. growth in the value of investments) rather than
relative returns (i.e. attempting to outperform selected
indices) over a medium-term period, principally through
capital growth.
The Company’s investment policy can be found on page 16.
Investment Manager
Gresham House is a specialist alternative asset
management group, dedicated to sustainable
investments across a range of strategies, with expertise
across forestry, housing, infrastructure, renewable
energy and battery storage, public and private equity.
Its origins stretch back to 1857, while its focus is on the
future and the long term. Quoted on the London Stock
Exchange (GHE:LN) Gresham House actively manage
c7.3bn of assets on behalf of institutions, family
oces, charities and endowments, private individuals
and their advisers. It acts responsibly within a culture
of empowerment that encourages individual air and
entrepreneurial thinking.
As a signatory to the UN-supported Principles for
Responsible Investment (PRI), its vision is to always
make a positive social or environmental impact,
while delivering on its commitments to shareholders,
employees and investors. It is a member of UK
Sustainable Investment and Finance Association (UKSIF),
a signatory to the UK Stewardship Code, and have also
been awarded the LSE Green Economy Mark.
Gresham House is an active investor and acts as a long-
term steward of the assets across their portfolio. It
believes that active ownership, including engagement
and voting, are effective mechanisms designed to
minimise risk and maximise returns. Across all their
asset classes, it believes that understanding and,
wherever possible, improving on environmental, social,
economic and governance (ESG) performance drives
long-term value, and aim to work proactively with
management teams and key stakeholders to make a
positive change over time.
Within their Strategic Equity division its investment
philosophy applies a private equity approach to investing
in both public and private companies. Through rigorous
due diligence, its team aims to achieve superior returns
for long-term investors, and it shares a fundamentals-
based, high-conviction approach to nding and investing
in opportunities in both public and private equity
markets. The investment team is highly experienced
in this strategy with a track record stretching
back over 20 years.
A more detailed explanation of the Investment Strategy can
be found in the Investment Manager’s Report on page 7.
Contents
Financial Summary 2
01 Strategic Report
Chairman’s Statement 4
Investment Manager’s Report 7
Top 10 Investee Company Review 12
Other Information 16
02 Governance Reports
Directors 27
Report of the Directors 28
Statement on Corporate Governance 32
Audit Committee Report 38
Directors’ Remuneration Report 40
Statement of Directors’ Responsibilities 43
Independent
Auditor’s Report 44
03 Financial Statements
Statement of Comprehensive Income 50
Statement of Changes in Equity 51
Balance Sheet 52
Statement of Cash Flows 53
Notes to the Financial Statements 54
04 Other Information
Shareholder Information 69
Alternative Performance Measures 71
Corporate Information 73
Notice of Annual General Meeting 74
Form of Proxy Loose leaf
1SEC plc - Report and Financial Statements
Financial Summary
316.21 pence
-9.7%
-9.2%
280.00 pence
-10.0%
-9.5%
Net Asset Value (“NAV”)
per ordinary Share
NAV Total Return
Ordinary Share Price
Share Price Total Return
June 2021
350.05 pence
June 2021
+46.8%
June 2021
311.00 pence
June 2021
+59.9%
Information disclaimer
This report is produced for members of the Company with
the purpose of providing them with information relating to
the Company and its nancial results for the period under
review. If you are in any doubt as to the action you may
need to take, please seek advice from your stockbroker,
solicitor, accountant or other nancial advisor authorised
under the Financial Services and Markets Act 2020. This
report contains subjective opinion, analysis and forward
looking statements which, by their very nature involve
uncertainty. Past performance is no guarantee of future
performance. Investments are not guaranteed and you
may not get back the amount you originally invested.
Neither the Directors nor the Company take responsibility
for matters outside of their control. The Board and its
advisers have endeavoured to produce these audited
accounts in good faith and in accordance with legislation,
regulations, reporting standards and to be useful to
stakeholders in the Company, including its shareholders.
-11.5% 2.00 pence
+25.0%
Discount of Ordinary
Share Price to NAV
Proposed Final Dividend for the year
June 2021
-11.2%
June 2021
1.60 pence
SEC plc - Report and Financial Statements2
SEC plc - Report and Financial Statements 3
Financial Summary
At
30 June
2022
At
30 June
2021 % change
Capital return
Net asset value (NAV) per Ordinary share
316.21p 350.05p (9.7)%
Ordinary share price 280.00p 311.00p
(10.0)%
Comparative index
5,164.05 6,213.89 (16.9)%
Discount
1
of Ordinary share price to NAV (11.5)% (11.2)%
Average discount of Ordinary share price to NAV for the year
1
(12.6)% (17.7)%
Total assets (£000) 17 7,198 223,759 (20.8)%
Equity shareholders’ funds (£’000) 175,030 221,569
(21.0)%
Ordinary shares in issue with voting rights 55,352,088 63,296,844
Year ended
30 June
2022
Year ended
30 June
2021
Performance
NAV total return for the year
1
(9.2)% 46.8%
Share price total return for the year
1
(9.5)% 59.9%
Comparative index
total return for the year
1
(14.6)% 65.2%
Ongoing charges
1
1.08% 1.07%
Ongoing charges (including performance fee)
1
1.08% 1.07%
Revenue return per Ordinary share 2.43p 1.34p
Dividend yield
1
0.7% 0.5%
Proposed nal dividend for the year 2.00p 1.60p
Year’s Highs/Lows High Low
NAV per Ordinary share 362.5p 312.3p
Ordinary share price 322.0p 267.0p
Net asset value or NAV, the value of total assets less current liabilities. The net asset value divided by the number of shares in issue produces the
net asset value per share.
FTSE Small Cap (ex Investment Trusts) Index.
Alternative Performance Measures
1. Please refer to pages 71 and 72 for denitions and a reconciliation of the Alternative Performance Measures to the year-end results.
Chairmans Statement
Introduction
Over the course of the Company’s nancial year the broad
economic recovery from the Covid-19 pandemic, which
had driven strong equity market performance during 2021,
gave way to aftershocks from the unwinding of government
stimulus and support measures, uncovering damage to the
real economy and driving increasing macroeconomic and
geopolitical uncertainty.
The spectre of sustained high ination at levels not
experienced in developed economies for many decades has
in turn led to a dramatic shift in the outlook for interest rates
which have rapidly increased to levels not seen since before
the Global Financial Crisis of 2008. The shocking reality of
war in Europe following Russia’s invasion of Ukraine has
heightened uncertainty, destabilised commodity markets and
led to unprecedented increases in energy prices which have
added further fuel to ination.
This challenging backdrop has inevitably negatively impacted
market sentiment and led to a sharp sell-off in most
mainstream asset classes including global equities. The effect
has been particularly acute within the area of UK Smaller
Companies, where your Company focuses, driving signicant
volatility. This volatile market environment can be a double
edged sword for the Company. On the one hand our portfolio
companies face economic headwinds and a more uncertain
outlook. On the other hand weaker share prices and the
market’s tendency to over-discount shorter term issues and
under appreciate the longer term prospects of fundamentally
sound businesses can be a fertile hunting ground and plays
to the strengths of the Manager’s established and proven
investment process.
Weaker equity markets, particularly in the area of UK Smaller
Companies, has increasingly been attracting the attention of
well funded private equity funds seeking to take advantage of
the relative valuation discount being applied to publicly listed
companies compared to prevailing private market transaction
valuation multiples. The Company’s portfolio has been a
beneciary of this phenomenon with takeover approaches for
a number of companies over the past two years. During the
period we made full realisations through takeover offers for
Clinigen, Proactis and Equiniti all from private equity buyers.
River & Mercantile was also fully exited post period end to
a trade consolidator. The Company is positioned as a high
conviction concentrated portfolio of high quality businesses
that have the potential to be strategically valuable. As such
it remains susceptible to further approaches while valuation
multiples remain depressed. This, together with the underlying
nancial health of the portfolio despite the weaker economic
environment, provides the Board with condence that our
investment management team will be able to generate good
long term returns for shareholders in the Company.
Performance
During the twelve months to 30 June 2022, the Company’s
share price decreased by 9.5% on a total return basis, while
its NAV per share (on a total return basis) decreased by 9.2%.
In contrast to the FTSE Small Cap (ex Investment Trusts)
Total Return Index (FTSE Small Cap Index), which we use for
comparison purposes only, fell by 14.6%. In the year to date
up to 30September 2022 these latter gures are even more
dramatic with the Company’s NAV decreasing by 17.6% while
the FTSE Small Cap Index has fallen by a much larger amount
of 26.6%. This is particularly encouraging as those sectors in
which the Company does not invest such as Oil & Gas, Mining
and Banks were those which performed best during the year.
Returns, on both an absolute and relative basis, have been
encouraging over the medium term which the Board considers
to be a more meaningful measure of performance; over the
ve years ending 30 June 2022, the NAV total return was 4.8%
on an annualised basis, against the annualised comparator
return of 3.7%. Over the ve years ending 30 June 2022, the
share price total return was 5.2% on an annualised basis.
Absolute NAV performance has inevitably been weaker during
the year as a result of the broad market sell-off. However,
the relatively defensive positioning of the portfolio, focused
on higher quality companies exposed to areas of structural
growth where they have a degree of pricing power and operate
largely in businesses with resilient fundamentals and strong
balance sheets has enabled the Company to outperform
its comparator and many of its peers during the period. It
should also be noted that the Company has a deliberate policy
of not investing into the natural resources sector where
earnings are more dependent on the price of commodities
which are outside of managements’ direct control. During the
Company’s year commodity prices have been generally strong
leading to outperformance by natural resources stocks.
This performance is discussed more fully in the Investment
Manager’s Report on page 7.
Development of the Company
Ken Wotton (Managing Director, Public Equity at Gresham
House) has been Lead Manager of the Company since
September 2020. Since then Ken and his team have gradually
repositioned the portfolio into a high conviction set of
businesses, many of which the Company now holds strategic
and inuential equity stakes in. These form the platform from
which the Manager implements its highly differentiated and
engaged Strategic Public Equity strategy (summarised in the
Investment Manager’s Report on page 7).
Gresham House plc, directly and indirectly through its in-house
funds, has continued to purchase shares in the Company.
SEC plc - Report and Financial Statements4
01 Strategic Report
Just before Christmas, we received an unsolicited approach
from the Board of Odyssean Investment Trust plc to merge
your trust with theirs. After thorough consideration of
the proposals with our advisers and detailed discussions
with some of our largest shareholders, the Board decided
to back a counter-proposal developed in conjunction
with our current manager and to continue to support Ken
Wotton our lead portfolio manager and the Gresham House
Strategic Equity team.
Discount and Discount Management
The average discount to NAV of the Company’s shares
during the period was 12.6%, compared to the equivalent
17.7% gure from the prior year. The discount range was
4.2% to 16.7%. The share price discount to NAV ended
the period at 11.5%. At the date of this statement the
discount was 8.3%.
The Board has announced a series of proposals which it
believes will address the persistent discount. These include:
the implementation of a tender offer for up to 10 per
cent. of the Company’s share capital. The tender offer
was approved by shareholders on 23 March 2022 and a
total of 6,329,685 shares were repurchased at a cost of
322 .8748 pence per share.
following the completion of the initial tender offer, the
implementation of a share buyback programme for up to
an additional approximate 9 per cent. of NAV with shares
repurchased during the 2022 calendar year at a discount
to NAV of greater than 5 per cent;
a new buyback policy to return 50 per cent. of proceeds
from protable realisations, at greater than a 5 per cent.
discount on an ongoing basis, in each nancial year,
commencing in the nancial year ending 30 June 2023;
a commitment by Gresham House plc to use £5 million of
its cash resources to purchase shares by June 2023 at
greater than a 5 per cent. discount;
an ongoing commitment by Gresham House Asset
Management to reinvest 50 per cent. of its management
fee per quarter in shares if the Company’s shares trade
at an average discount of greater than 5 per cent. for
the quarter; and
the deferral of the continuation resolutions that would
otherwise be proposed at the Company’s Annual
General Meetings in 2022, 2023 and 2024 in favour of the
implementation of a 100 per cent. realisation opportunity
for shareholders in 2025, the structure and timing of
which will be communicated by the Board in due course.
The Board
I am delighted to welcome Annie Coleman to your board
as a new non-executive director. Annie was appointed
as a director on 14 February 2022 and brings a wealth of
nancial services and strategic marketing experience
at blue chip organisations including Goldman Sachs,
UBS and Unicredit. She has already made a positive
impact supporting the Company’s distribution and
marketing strategy.
As I have already announced I shall be retiring from
the Board at the AGM in November 2022. The Board is
undertaking a rigorous selection process for the new
Chairman and expect to announce the appointment of my
successor in the near future.
I would like to thank my Board colleagues for their
support throughout my period as Chairman. It has been
a great pleasure working with such a dedicated, able and
hard working team.
SEC plc - Report and Financial Statements 5
01 Strategic Report - Chairman’s Statement
Gearing and Cash Management
The Company has maintained its policy of operating
without a banking loan facility. This policy is reviewed
annually by the Board in conjunction with the Investment
Manager. The Board, together with the Investment
Manager, has a conservative approach to gearing because
of the concentrated nature of the portfolio. No gearing has
been in place at any point during the period. Cash balances
are generally maintained to take advantage of suitable
investment opportunities as they arise.
Dividend
For the year ended 30 June 2022 the basic revenue return
per share was 2.43p (2021: 1.34p; 2020: 0.38p). Although
the Company is predominantly focused on delivering long
term capital growth, due to the strongly cash generative
nature of the majority of the portfolio companies and
low capital intensity, many pay an attractive dividend.
Accordingly, the Board is proposing a nal dividend of
2.00p per share for the year ending 30 June 2022 (2021:
1.60p per share; 2020: 1.25p per share; 2019: 1.5p per
share), payable on 16 November 2022 to shareholders on
the register as at 14 October 2022.
Outlook
With no sign of a de-escalation of the war in Ukraine and
with central banks and policy makers scrambling to tackle
soaring ination it is hard to be optimistic about the near term
prospects for the UK or global economies. Inevitably this
uncertain environment will lead to ongoing periods of market
volatility over the coming year and potentially beyond.
The relatively low valuation of the UK equity market
compared to other international markets, particularly
the USA, as well as the material discount being applied
to UK Smaller Companies should provide some degree
of downside protection. This, combined with a wealth of
high quality UK listed companies with strong longer term
prospects and the ongoing elevated level of takeover
activity, all give some cause for optimism when it comes to
the Company’s portfolio and the potential to deploy capital
into attractive new opportunities.
The resilient positioning of the Company’s portfolio
should enable it to outperform in the current challenging
environment and deliver attractive long-term capital
growth when markets stabilise. Allied with the new and
enhanced marketing programme, ongoing share buybacks
and purchases by Gresham House we expect to see the
discount narrow further over the coming year.
I step down in the knowledge that the Company’s portfolio is
managed by a highly talented and well led investment team
complemented in all areas by rst class service providers. I
wish them the best of good fortune in the years ahead.
The Board, once again, thanks you for your continued support.
Richard Hills
Chairman
5 October 2022
SEC plc - Report and Financial Statements6
01 Strategic Report - Chairman’s Statement
Investment Managers Report
Investment Strategy
In the following section, we remind shareholders of our
strategy and investment process.
Our Strategic Public Equity strategy
The appointment of Gresham House as Manager in May 2020
and the subsequent appointment of Ken Wotton as Lead
Fund Manager in September 2020 resulted in a refocus of the
investment strategy ensuring that it is strictly applied and
is able to effectively leverage the experienced resource of
the Gresham House Strategic Equity team, the wider Group
platform and its extensive network. We set out this strategy
in detail in the Company’s 2021 Annual Report which we
summarise again below.
Investment focus
Our investment focus is to invest into high quality, publicly
quoted companies which we believe can materially
increase their value over the medium to long term through
strategic, operational or management change. To select
suitable investments and to assist in this process we apply
our prop rietary Strategic Public Equity (“SPE”) investment
strategy. This includes a much higher level of engagement
with management than most investment managers adopt
and is closer in this respect to a private equity approach
to investing in public companies. Our path to achieving
this involves constructing a high conviction, concentrated
portfolio; focusing on quality business fundamentals;
undertaking deep due diligence including engaging our
proprietary network of experts and assessing ESG risks
and opportunities through the completion of the ESG
decision tool; and maintaining active stewardship of our
investments. Through constructive, active engagement
with the management teams and boards of directors, we
seek to ensure alignment with shareholder objectives
and to provide support and access to other resource and
expertise to augment a company’s value creation strategy.
We are long-term investors and typically aim to hold
companies for three to ve years to back a thesis that
includes an entry and exit strategy and a clearly identied
route to value creation. We have clear parameters for what
we will invest in and areas which we will deliberately avoid.
Smaller company focus
We believe that UK Smaller Companies represent a
structurally attractive part of the public markets.
Academic research demonstrates that smaller companies
in the UK have delivered substantial outperformance over
the long term with the Numis Smaller Companies Index
delivering a 3.1 percentage point compound premium
return per annum since 1955 relative to the UK stock
market as a whole. This is partially because there is a
large number of under-researched and under-owned
businesses that typically trade at a valuation discount
to larger companies (see Figure 1 on page 8) and relative
to their prospects. A highly selective investor with the
resources and experience to navigate successfully
this part of the market can nd exceptional long-term
investmentopportunities.
The key attractions of smaller companies are:
Inecient markets Smaller companies remain under-
researched and below the radar for most investors thus
creating an opportunity for those willing to devote time
and resource to this area.
A large universe – Most UK listed companies are in the
smaller companies category and are listed on the main
market or AIM. Two-thirds of UK listed companies have
a market capitalisation below £500m, offering a large
opportunity set for smaller company specialists.
Valuation discounts – Such discounts, arising for
whatever reason, present attractive entry points at
which the intrinsic worth of a company’s long-term
prospects are undervalued.
M&A activity – Smaller companies often offer strategic
opportunities within their niche markets and can
become attractive, potential acquisition targets for both
trade and private equity buyers. These buyers provide an
additional source of liquidity and realisation of value for
smaller company investors.
SEC plc - Report and Financial Statements 7
01 Strategic Report
Figure 1: ‘Small-cap discount
Median SC P/E – FTSE
-7x
-6x
-5x
-4x
-3x
-2x
-1x
0x
1x
2x
Median PE-discount
Small Cap vs. FTSE 250 median PE Average
Small cap cheap Small cap expensive
'96'97 '98'99 '00'01 '02'03 '04'05 '06'07 '09'10 '11'12 '13'14 '15'16 '17'18 '19'20 '21
'22
Source: Liberum, Datastream, 30 June 2022
Portfolio construction
We will maintain a concentrated portfolio of 15-25 high
conviction holdings with prospects for attractive absolute
returns over our investment holding period. The majority
of portfolio value is likely to be concentrated in the top
10-15 holdings with other positions representing potential
“springboard” investments where we are still undertaking
due diligence or awaiting a catalyst to increase our stake to
an inuential, strategic level.
Bottom-up stock picking determines SEC’s sector
weightings which are not explicitly managed relative to
a target comparator weighting. The absence of certain
sectors such as Oil & Gas, Mining, and Banks, as well as
limited exposure to overtly cyclical parts of the market,
and the absence of early stage or pre-prot businesses
typically result in a portfolio weighted towards, but not
exclusively, protable cash generative service sector
businesses particularly in technology, healthcare,
business services, nancials and industrials. The
underlying value drivers are typically company specic
and exhibit limited correlation even within the same broad
sectors. Figure 2 sets out the sector exposure of the Fund
as at 30 June 2022.
Our smaller company focus and specialist expertise leads
us to prioritise companies with a market capitalisation
between £100m and £300m at the point of investment.
This focus, in combination with the size of the Trust and its
concentrated portfolio approach, provides the potential
to build a strategic and inuential stake in the highest
conviction holdings. In turn this provides a platform to
maximise the likelihood that our constructive active
engagement approach will be effective and ultimately
successfully contribute to shareholder value creation.
Once purchased there is no upper limit restriction on the
market capitalisation of an individual investment. We will
run active positions regardless of market capitalisation
provided they continue to deliver the expected
contribution to overall portfolio returns and subject to
exposure limits and portfolio construction considerations.
Figure 2: Sector exposure by value
Financial Services 25.2%
Healthcare 16.2%
Technology 12.2%
Travel & Leisure 9.0%
Net cash 8.6%
Construction & Materials 8.4%
Industrial Goods & Services 7.7%
Media 6.8%
Real Estate 5.9%
Figure 3: Value by market cap band
£300m – £500m 22.4%
£100m – £300m 67.1%
Less than £100m 1.9%
Net cash 8.6%
The average market capitalisation of portfolio holdings
decreased to £231m as at 30 June 2022 compared to
£367m as at 30 June 2021 reecting a combination of
weaker share prices as equity markets sold off during 2022
and the Manager’s strategy of focusing on smaller market
capitalisation companies where SEC has the potential to
take a meaningful equity stake as a platform to effectively
apply its active engagement strategy.
We set out a description of the Top 10 holdings as at
30June 2022 in the Investment Manager’s Report
on page12 together with a high level summary of
the investment case and recent developments
for each position.
SEC plc - Report and Financial Statements8
01 Strategic Report - Investment Managers Report
Constructive Active Engagement Approach
As far as possible, SEC aims to build consensus with other
stakeholders. We want to unlock value for shareholders,
but also create stronger businesses over the long term. The
objective is to develop a dialogue with management so that
the GHAM team and its network are seen as trusted advisors.
Operating with a highly-focused portfolio, SEC’s
management team can build and maintain a deep
understanding of its portfolio companies and their potential.
The team engages with company management teams and
boards in a number of areas including:
Strategy – Working with boards to ensure business
strategy and operations are effectively aligned with long
term value creation and focused on building strategic
value within a company’s market.
Corporate activity – Support for acquisition and
divestment activity through advice, network
introductions and provision of cornerstone capital.
Capital allocation – Seeking to work with boards to
optimise capital allocation by prioritising the highest
return and value added projects and areas of focus for
investment of both capital and resource.
Board composition – Ensuring that boards are
appropriately balanced between executive and non-
executive directors and contain the right balance of skills
and experience; we actively use our talent network to
introduce high quality candidates to enhance the quality
of investee company boards as appropriate.
Management incentivisation – Ensuring that key
management are appropriately retained and incentivised
to deliver long term shareholder value with schemes
that t with GHAM’s principles and are well aligned to our
objectives as shareholders.
ESG – Leveraging the Gresham House sustainable
investing framework and central resource to
help to identify, understand and monitor key ESG
risks and opportunities as well as seeking to drive
enhancements to a company’s approach where there
are critical material issues with a particular focus on
corporate governance.
Investor Relations – Helping management teams to hone
their equity story, select appropriate advisors and target
their investor relations activities in the most effective
way to ensure that value creation activity is understood
and reected by the market.
Engagement is undertaken privately, as far as possible.
The team will also work to leverage its extensive network
to the benet of portfolio companies. We seek to make
introductions to our network in as collaborative way as
appropriate where we believe there is an opportunity to
support initiatives to create shareholder value.
In summary, we follow a practice of constructive corporate
engagement and aim to work with management teams in
order to support and enhance shareholder value creation.
We attempt to build a consensus with other stakeholders
and prefer to work collaboratively alongside like-
minded co-investors.
Portfolio review for the twelve months
to 30June 2022
Over the course of the nancial year we have made good
progress with the transition of the portfolio: purchasing
ve new holdings which represented 8% of NAV at the end
of the period, fully exiting six positions (including two post
period end) which represented 23% of NAV at the start of
the period, and adding to a number of core positions. At the
end of the period the number of inuential equity stakes
where GHAM funds, in aggregate, hold a 5% or more equity
stake now stands at nine, and represented 62% of the
portfolio by value at 30 June 2022.
Market Background
Over the twelve months to the end of June, the FTSE
Smaller Companies (ex Investment Trusts) Index fell by
14.6% on a total return basis underperforming the FTSE All
Share (+1.6%) but outperforming the FTSE AIM (29.8%).
The market witnessed a substantial style shift from growth
to value as expectations of increasing interest rates took
hold. This led to certain more value orientated sectors
outperforming such as Oil & Gas, Mining and Banks, all
areas where the Fund does not invest.
Signicant geopolitical and macroeconomic uncertainty
dominated the market tone and resulted in overall weaker
risk appetite, falling share prices particularly in smaller
companies and heightened market volatility. This was
exacerbated during the second half of the Trust’s nancial
year after the Russian invasion of Ukraine increased
geopolitical instability and disrupted commodity markets
with global ramications.
SEC plc - Report and Financial Statements 9
01 Strategic Report - Investment Managers Report
Performance Review
The net asset value (“NAV) decreased 9.2%, on a total
return basis, over the twelve months to the end of June,
closing at 280p per share. This reduction in NAV reected
the volatile equity market conditions over the period
as sentiment deteriorated due to increasing concerns
around persistently high ination, rising interest rates,
supply chain disruption, and the ongoing aftereffects of
the Covid-19 pandemic, heightened further by the Russia/
Ukraine conict during the second half of the nancial
year. Although NAV per share fell on an absolute basis,
the Fund outperformed the FTSE Smaller Companies (ex
Investment Trusts) Index which fell by 14.6%. This reected
the relatively defensive positioning of the portfolio
compared to the wider market – focused on high quality
businesses in less cyclical parts of the market and with
resilient business models and robust balance sheets.
This outperformance was achieved without exposure to
sectors such as Oil & Gas, Mining or Banks which were
strong relative performers during the year.
Despite the market volatility experienced over the year,
we remain condent about the resilient underlying
fundamentals of the portfolio companies and their ability
to withstand the macroeconomic headwinds that look set
to persist through the current nancial year.
Top Five Absolute Contributors to Performance
Security
Valuation
30 June
2022
£’000
Period
Contribution
to return
(basis points)
Clinigen* 450
Wilmington 11,807 66
River & Mercantile* - 52
Iomart 4,736 22
Harworth* 14
* Fully realised during the period
Clinigen, a specialist pharmaceutical services provider
and the largest portfolio holding during the year, was
the largest positive contributor during the period after
receiving a takeover approach from European private
equity rm Triton at a substantial premium to the
undisturbed market price and delivering a full exit for
the Fund. Wilmington, a professional media provider,
delivered strong operational performance and upgraded
nancial forecasts benetting from a substantial period
of restructuring and a refocused strategy supported
by the Gresham House team. River & Mercantile was
also the recipient of a takeover approach from AssetCo,
another listed asset management sector consolidator. It
had previously sold its investment solutions and duciary
management division to Schroders unlocking the value we
believed was present in the sum of the constituent parts
at the point of the Fund’s initial investment. Iomart, a
datacentre and cloud services provider, is a recent smaller
addition to the portfolio during the year and delivered
results ahead of depressed market expectations following
a protracted period of underperformance which drove a
positive re-rating. Harworth, delivered results ahead of
expectations and narrowed its valuation discount relative
to the NAV of its asset portfolio after which we made a full
exit from the position.
Bottom Five Absolute Contributors to Performance
Security
Valuation
30 June
2022
£’000
Period
Contribution
to return
(basis points)
Tyman 7,348 (282)
Hyve* (256)
Inspired 13,480 (211)
Medica 21,324 (133)
LSL Property Services 10,343 (129)
* Fully realised during the period
In challenging equity market conditions a number of the
portfolio holdings suffered from share price weakness
during the period, reversing the very positive trend during
the prior year. The largest detractors included Tyman, a
global supplier of building hardware which was de-rated
on concerns about supply chain disruption and inationary
cost pressures despite delivering numbers in line with
market expectations and demonstrating it has managed
these issues effectively; Hyve, an events business was
forced to exit its key Russian operations due to the Ukraine
conict; Inspired, an energy consultancy, was de-rated on
negative sentiment due to the disruption to the UK energy
market; Medica, a provider of outsourced teleradiology
services was de-rated on no specic news which we used
as an opportunity to increase the Fund’s position; and LSL
Property Services, which de-rated on a weaker outlook
for the UK housing market despite strong progress against
its strategy to reposition the group as a nancial services
focussed business.
SEC plc - Report and Financial Statements10
01 Strategic Report - Investment Managers Report
Portfolio Review
The portfolio remained highly focused with a total of 18
holdings. The top 10 accounted for 73% of the NAV at
the end of the period, with 9% of the NAV held in cash at
the period end.
Over the period positions in Alliance Pharma (IRR of 32%);
Clinigen (IRR of 19%); Equiniti (IRR of 8%); Harworth (IRR of
18%); Hyve (IRR of -26%); and Proactis (IRR of -20%) were
fully exited, with River & Mercantile (IRR of 37%) also exited
post period end.
The elevated level of takeover activity in the UK equity
market impacted the Fund during the year with Clinigen,
Equiniti and Proactis receiving private equity approaches;
River & Mercantile a trade approach; and Idox also
receiving a potential offer from a trade buyer that was
ultimately rejected. Given the current valuation discount
being applied to UK smaller listed companies relative
to their larger peers and overseas and private market
comparables we expect takeover activity to remain
buoyant. We believe the Fund currently has a number of
key holdings which currently trade at material valuation
discounts to comparable private market transaction values
which provides a strong margin of safety on the long term
upside potential of the portfolio.
We also took some prots from Wilmington following
a strong share price performance during the period,
delivering an IRR of 3.5% on the tranche divested.
New investments were initiated in Iomart, a datacentre and
cloud services provider; Nexus Infrastructure, a specialist
electrical engineering services provider; R&Q Investment
Holdings, a specialist niche insurance services provider;
Ricardo, a leading global environmental and automotive
consultancy; and River & Mercantile, an independent fund
manager and investment services rm (since exited).
Changes in sector weightings have seen exposure to
Healthcare decrease from 26.2% to 16.2%following the exit
from Clinigen, whilst Financial Services has increased from
23.1% to 25.2% largely due to increases to the position in
XPS. Real Estate has reduced to a 5.9% weighting following
the exit from Harworth. Other sector weightings have
changed less materially.
SEC plc - Report and Financial Statements 11
01 Strategic Report - Investment Managers Report
Top 10 Investee Company Review
(as at 30 June 2022)
Company
Investment Thesis Developments during the year
Medica
12.2% of NAV
Healthcare
A niche market leader in the UK teleradiology
sector which is acyclical and is growing rapidly
driven by increasing healthcare requirements
and a structural shortage of radiologists
Above market organic growth and
underappreciated cash generation
characteristics
Discounted valuation relative to comparable
private market transaction multiples
Rad MD and Irish acquisitions
performing strongly
Covid recovery and backlog in routine
procedures supporting core business demand
Future Tech investment progressing well
XPS
10.8% of NAV
Financial Services
Leading ‘challenger’ brand in the pensions
administration and advice market with
organic market share opportunity following
industry consolidation
Highly defensive – high degree of revenue
visibility and largely non-discretionary,
regulation driven client activity with ination
protected contracts
Below market rating despite favourable cash
ow characteristics
Ination protected contracts driving
acceleration in revenue growth
Strong visibility of regulatory changes
driving sector demand
Strong cash generation supporting
growing dividend
Tribal
8.2% of NAV
Technology
International provider of student
administration software with market leading
positions in the UK, Australia and NZ
Strong defensive characteristics with high
visibility of earnings
Transition to cloud-based platform has
potential to drive growth, margins and rating
Low valuation relative to software sector
averages and sector transaction multiples
Tribal Edge contract wins accelerating
transition to SaaS
Bolt on acquisitions expanding product
portfolio and cross selling opportunities
into existing base
Prospects for improving cash generation as
development investment moderates
Inspired Energy
7.7% of NAV
Industrial Goods & Services
UK B2B corporate energy services and
procurement specialist with strong
ESG credentials
Leading player in a fragmented industry;
signicant opportunity to gain market
share through client wins, proposition
extension and M&A
Valued at a substantial discount to comparable
private market transaction multiples
UK energy market disruption has reduced
short term revenue visibility in procurement
High energy costs have driven accelerated
growth in optimisation services
ESG revenues accelerating from a low base
Brooks Macdonald
6.8% of NAV
Financial Services
UK focused wealth management platform;
structural growth given continuing transition
to self-investment
Opportunity to leverage operational
investments to grow margin and continue
strong cash ow generation
A consolidating market; opportunity for
Brooks as both consolidator and potential
target with recent takeover interest
for sector peers
Return to organic net inows despite
market weakness
Strategic technology partnership with SS&C
underpins future scalability
Sector takeover activity for Charles Stanley
and Brewin Dolphin highlights margin of
safety on valuation
SEC plc - Report and Financial Statements12
01 Strategic Report
Company
Investment Thesis Developments during the year
Wilmington
6.8% of NAV
Media
International provider of B2B data and training
in the compliance, insurance, nancial and
healthcare sectors
New top team have reshaped the strategy and
portfolio of businesses
Operational momentum driving revenue
and margin growth with potential for a
valuation re-rating
Prot and cash generation ahead of
expectations driving forecast upgrades
Recovery in live events underpinning growth
and margin recovery
Sector consolidation underlines
valuation opportunity
LSL Property Services
5.9% of NAV
Financial Services
Leading provider of services to the UK
residential property sector with activities
spanning mortgage broking, surveying and
real estate agencies
Signicant opportunity to reallocate capital
to the Financial Services division which
is strategically valuable, high growth and
underappreciated by the market
Potential for a material re-rating as
business mix shifts to higher quality less
cyclical divisions
Uncertain housing market driving volatility
into Estate Agency division
Strong progress in nancial services
Improved proposition and growth
opportunity in Surveying
Fintel
5.3% of NAV
Financial Services
Leading UK provider of technology enabled
regulatory solutions and services to IFAs,
nancial institutions and other intermediaries
Strategically valuable technology platform
with opportunity to drive material growth in
revenues and margins through supporting
customers’ digitisation journeys
Departure of non-executive Chairman has
created founder succession uncertainty
Digital transition progressing with non-core
divestment activity
Cash generation strong resulting in signicant
balance sheet de-geaaring
Hostelworld
4.8% of NAV
Travel & Leisure
Leading online travel agent serving the global
niche segment of hostelling
Business rationalised and optimised
during Covid with enhanced customer
value proposition
Recovery from Covid market dynamics
well advanced with strong margin
recovery potential
Revenues have recovered to pre-Covid levels
with further volume recovery still to come
Average order value and customer lifetime
values improving
Technology and app investment starting to
deliver a positive impact
Ten Entertainment
4.2% of NAV
Travel & Leisure
Leading UK operator of ten pin bowling centres
High ROCE operating model with strong cash
characteristics
Improving competitive and property
dynamics post Covid driving a long term
growth opportunity
Strong like-for-like trading performance
relative to pre-Covid levels demonstrating
demand resilience
Accelerated site expansion ongoing
Balance sheet de-gearing will support a
return to dividends
SEC plc - Report and Financial Statements 13
01 Strategic Report - Top 10 investee Company Review
Outlook
The Manager’s core planning assumption is that continued
geopolitical and macroeconomic uncertainty will drive
market volatility throughout the remainder of the calendar
year and well into 2023. Markets have not had to deal
with rising interest rates and elevated ination for a
considerable period of time and the medium-to-long term
ramications of this for share prices is highly uncertain.
The Manager does not seek to make major macroeconomic
predictions or to tilt portfolio construction materially in any
direction to mitigate or benet from macro trends. Rather
the core focus remains building a portfolio bottom up by
investing in high-quality, resilient companies exposed to
structural growth, key competitive advantages or self-
help opportunities and maintain valuation discipline such
that they could drive attractive investment returns over
the medium-to-long term regardless of the economic
environment and where the Manager’s constructive active
engagement approach can help to support or unlock
that potential.
The Manager continues to believe that stock-level volatility
across the market, while creating some challenges, will
provide an attractive environment for investors to back
quality companies with attractive long-term structural
capital growth at reasonable valuations across the market
cap spectrum. The economic environment and market
discontinuity will provide agile smaller businesses with
strong management teams the opportunity to take market
share and build strong, enduring franchises.
The elevated levels of corporate activity within the UK
equity space continue to play out. The investment process
and private equity lens across public markets position
enables identication of investment opportunities
with potential strategic value that could be attractive
acquisitions for both, corporate and nancial buyers.
We continue to believe that our fundamental focused
investment style has the potential to outperform over
the long term. We see signicant opportunities for
long term investors to back quality growth companies
at attractive valuations in an environment where agile
smaller businesses with strong management teams can
take market share and build strong long-term franchises.
We will maintain our focus on building a high conviction
portfolio of less cyclical, high quality, strategically valuable
businesses which we believe can deliver strong returns
through the market cycle regardless of the performance of
the wider economy.
SEC plc - Report and Financial Statements14
01 Strategic Report - Top 10 investee Company Review
Portfolio as at 30 June 2022
Company Sector Classication
Date of rst
Investment
Cost
£’000
Valuation
£’000
% of
invested
portfolio at
30 June
2022
% of
invested
portfolio at
30 June
2021
% of
net
assets
Medica Healthcare Mar 2017 19,120 21,324 13.3% 11.6% 12.2%
XPS Financial Services Jul 2019 16,851 18,894 11.8% 9.2% 10.8%
Tribal Technology Dec 2014 11,742 14,340 9.0% 7.8% 8.2%
Inspired Energy Industrial Goods & Services Jul 2020 13,325 13,480 8.4% 6.3% 7.7%
Brooks Macdonald Financial Services Jun 2016 9,810 11,908 7.4% 5.0% 6.8%
Wilmington Media Oct 2010 10,113 11,807 7.4% 6.3% 6.8%
LSL Property Services Real Estate Mar 2021 13,256 10,343 6.5% 4.8% 5.9%
Fintel Financial Services Oct 2020 8,573 9,221 5.8% 5.1% 5.3%
Hostelworld Travel & Leisure Oct 2019 9,137 8,478 5.3% 4.5% 4.8%
Ten Entertainment Travel & Leisure Oct 2020 6,372 7,387 4.6% 3.8% 4.2%
Tyman Construction & Materials Apr 2007 7,318 7,348 4.6% 6.1% 4.2%
Benchmark Healthcare Jun 2019 6,734 6,937 4.3% 4.5% 4.0%
Iomart Technology Mar 2022 4,346 4,736 3.0% - 2.7%
Ricardo Construction & Materials Sep 2021 4,713 4,026 2.5% - 2.3%
Nexus Infrastructure
Construction & Materials Jul 2021 4,523 3,412 2.1% - 1.9%
Randall & Quilter Financial Services Jun 2022 2,665 2,697 1.7% - 1.6%
Idox Technology Mar 2021 2,486 2,349 1.5% 1.2% 1.3%
AssetCo* Financial Services Jun 2022 1,263 0.8% - 0.7%
Total Investments 159,950 91.4%
Cash 16,363 9.3%
Net current liabilities (1,283) (0.7%)
Total shareholders' funds 175,030 100.0%
* AssetCo completed their purchase of River & Mercantile in August 2022.
Ken Wotton
Gresham House Asset Management
5 October 2022
SEC plc - Report and Financial Statements 15
01 Strategic Report - Top 10 investee Company Review
Other Information
Business and Status of the Company
The Company is quoted on the London Stock Exchange and
is a member of the Association of Investment Companies.
The principal activity of the Company is to conduct
business as an investment trust. The Company is
currently an investment company in accordance with the
provisions of Section 833 of the Companies Act 2006. The
Directors do not envisage any change in the Company’s
activity in the future.
The Company is registered in England and Wales with
number 05448627.
The Company has received written approval from HM
Revenue and Customs as an authorised investment trust
under Section 1158 of the Corporation Tax 2010 (“CTA”)
and the ongoing requirements for approved companies
in Chapter 3 Part 2 of the Investment Trust (Approved
Company) (Tax) Regulations 2011 (Statutory Instruments
2011/2999). The Company will continue to be treated as
an investment trust company subject to the Company
continuing to meet the eligibility conditions for approval.
In the opinion of the Directors, the Company’s affairs have
been conducted in a manner to satisfy these conditions
to enable it to continue to qualify as an investment trust
company for the year ended 30 June 2022.
Investment Objective
The investment objective of the Company is to achieve
absolute returns (i.e. growth in the value of investments)
rather than relative returns (i.e. attempting to outperform
selected indices) over a medium-term period, principally
through capital growth.
Investment Policy
The Company invests primarily in equities quoted on
markets operated by the London Stock Exchange where
the Investment Manager believes the securities are
undervalued and could benet from strategic, operational
or management initiatives. The Company also has the
exibility to invest up to 20% of the Company’s gross
assets at the time of investment in securities quoted on
other recognised exchanges.
The Company may invest up to 20% of its gross assets at
the time of investment in unquoted securities, provided
that, for the purpose of calculating this limit, any undrawn
commitments which may still be called shall be deemed to
be an unquoted security.
The maximum investment in any single investee company
will be no more than 15% of the Company’s investments at
the time of investment.
The Company will not invest more than 10%, in aggregate,
of the value of its total assets at the time the investment is
made in other listed closed-end investment funds.
Other than as set out above, there are no specic
restrictions on concentration and diversication. The Board
does expect the portfolio to be relatively concentrated,
with the majority of the value of investments typically
in the securities of 10 to 15 issuers across a range of
industries. There is also no specic restriction on the
market capitalisation of securities into which the Company
will invest, although it is expected that the majority of the
investments by value will be invested in companies too small
to be considered for inclusion in the FTSE 250 Index.
The Companys Articles of Association permit the Board to
take on borrowings of up to 25% of the NAV at the time the
borrowings are incurred for investment purposes.
SEC plc - Report and Financial Statements16
01 Strategic Report
Performance Analysis Using KPIs
In order to measure the success of the Company in
meeting its objectives and to evaluate the performance of
the Investment Manager, the Directors take into account
the following key performance indicators (KPIs):
NAV per Ordinary share
The NAV per Ordinary share, including revenue reserves,
as at 30 June 2022 was 316.21p, representing a fall of 9.7%
from the 30 June 2021 NAV of 350.05p (year to 30 June
2021: rise of 46.0% from 239.74p to 350.05p).
Movement in the Company’s share price
In the year to 30 June 2022, the Company’s share price
fell by 10.0% from 311.00p to 280.00p (year to 30 June
2021: rise of 58.9% from 195.75p to 311.00p). The share
price total return, taking account of the 1.60p dividend
paid in the year, was minus 9.5% (year to 30 June 2021:
positive 59.9%).
Discount of the share price in relation to the NAV
Over the year, the discount of the Ordinary share price in
relation to the NAV ranged from 4.2% to 16.7% with the
average being 12.6%. As at 30 June 2022, the Company’s
shares traded at a discount of 11.5% (30 June 2021:
discount of 11.2%).
Ongoing charges
The ongoing charges ratio was 1.08% in the year to 30 June
2022 (30June 2021: 1.07%). The ongoing charges ratio
(including the performance fee) was 1.08% in the year to
30June 2022 (30 June 2021: 1.07%).
SEC plc - Report and Financial Statements 17
01 Strategic Report - Other Information
Principal and Emerging Risks
The Board believes that the overriding risks to
shareholders are events and developments which can
affect the general level of share prices, including, for
instance, ination or deation, economic recessions and
movements in interest rates and currencies which are
outside of the control of the Board.
The principal ongoing risks and uncertainties currently
faced by the Company, which may vary in signicance from
time to time, are outlined below, together with the controls
and actions taken to mitigate those risks.
The Directors continue to work with the agents and
advisers to the Company to try and manage the risks,
including emerging risks. The central aims remain to
preserve value in the Company’s portfolio and liquidity
in the Company’s shares. The Directors aim to ensure
that the Company maintains its investment strategy, has
operational resilience, meets its regulatory requirements
as an investment trust (and in particular in the provision
of regular information to the market) and tries to navigate
the nancial and economic circumstances in these very
uncertain times.
Principal Risk Mitigation Action taken in the year
Investment Performance
The unconstrained long-term
philosophy and concentrated
portfolios resulting from the
investment strategy can lead to
periods of signicant short-term
variation in performance. The
underlying investments are in
companies which, due to their smaller
size, may have limited product lines,
limited nancial resources with
dependence on a few key individuals
and less liquid shares. These
risks are more signicant than in
largercompanies.
Risk remains relatively unchanged
The Board maintains a close review of
how the Investment Manager invests
to implement the investment strategy
and regularly reviews adherence to
the investment policy.
The Board maintains a longer-
term perspective in relation to
monitoring performance of the
Investment Manager in achieving the
investmentobjective.
The Board relies on the Investment
Manager to engage actively
with the investee companies in
order to support long-term value
enhancement and the actions taken
are reported and reviewed regularly by
the Board.
The Board, through its review
process, did not identify any specic
new action required either with
the portfolio as a whole or with
any one specic investment to
mitigate performance risk over
and above that already taken by the
InvestmentManager.
The Board also recognises the
signicant contribution made by the
Investment Manager in maximising
engagement opportunities with
investee companies. This was
achieved with the Company's focus on
investments with a market value in the
region of £100 million and £300 million
at the point of entry.
Operational Risk
The Company appoints and relies on
a number of third parties, including
the Investment Manager, to provide
it with the necessary services, such
as registrar, depository, custodian,
administrator, company secretary,
lawyers, external auditors and brokers.
Risk remains relatively unchanged
The Board has a detailed risk matrix
which is reviewed by the Audit
Committee and the Board twice yearly
and is used as a tool to consider the
principal risks of the Company and the
controls that are in place in relation to
those risks where appropriate.
Key appointments of third party
service providers are taken after a
formal process ensuring the required
skills and experience are satised.
An annual review of service providers
is carried out by the Management
Engagement Committee.
Internal control reports, where
available, on the systems and
processes of the Company’s service
providers are reviewed at least
annually and as appropriate and any
ndings discussed where appropriate.
The Management Engagement
Committee performed a review of
all service providers in May 2022.
All were assessed to provide a
satisfactory service to the Company.
Internal controls reports were
reviewed, no signicant controls
weaknesses were identied.
SEC plc - Report and Financial Statements18
01 Strategic Report - Other Information
Principal Risk Mitigation Action taken in the year
Regulatory Compliance and Legislation
Breach of regulatory rules could lead
to the suspension of the Company’s
Stock Exchange listing, nancial
penalties, or a qualied audit
report. Breach of Section 1158 of the
Corporation Tax Act 2010 could lead to
the Company being subject to tax on
realised capital gains.
Risk remains relatively unchanged
The Board is comprised of individuals
whose background, qualications
and experience ensure that the
increasing volume and complexity
of relevant regulatory and legislative
requirements are understood. Where
appropriate, advice and training are
sought from service providers. Board
selection and performance review
processes support this approach.
At its quarterly meetings, the Board
reviewed regulatory and technical
updates. No signicant actions were
required in the year.
The Board reviews the Section 1158
compliance schedule, prepared by the
Company Secretary, at each quarterly
Board Meeting.
Discount/Premium
A signicant share price discount
or premium to the Company’s NAV
per share, or related volatility, could
lead to high levels of uncertainty
or speculation and the potential to
reduce investor condence.
The impact of this risk was
increased during the year
The Board has established share
issuance and share buy-back
processes to assist in the moderation
of share price premium and discount
to NAV.
Shareholders are kept informed of
developments as far as practicable
and are encouraged to attend
briengs, such as the Company’s
Annual General Meeting, to
understand the implementation of the
investment strategy to achieve the
Company’s objectives.
During the year under review, the
Company’s shares traded at a
discount to NAV of between 4.2%
and 16.7%.
During the year 6,329,685 shares were
bought back for cancellation via a
tender offer and 1,615,071 shares were
bought back to be held in Treasury.
During the year the Board announced
various measures which are intended
to reduce the Company’s discount to
NAV. Details of these measures are
noted on page 5.
Economic, Political and
External Factors
The Company invests predominantly in
UK shares and therefore performance
may be impacted by economic, political
and other factors which affect either the
operation of the markets that portfolio
companies trade in, the UK stock market
or currency movements. In particular
small changes can have a larger impact
on small companies.
Risk has been heightened by
inationary increases and
geopolitical events, including the
invasion of Ukraine
The exposure to these external
factors is considered largely outside
of the Company’s control so regular
monitoring is carried out with regards
to the likely effects should any
potential mitigation be possible.
Limits are set for investment in
overseas based investments.
The Board monitors and reviews the
position of the Company, ensuring
that adequate liquidity exists to allow
exibility. Investment performance
and the portfolio composition has
been monitored specically in the
light of the increased risks.
The Board continues to closely
monitor the Environmental, Social and
Governance (“ESG) risk to the Company.
Investment Manager
The loss of key individuals at the
Investment Manager could have, or be
perceived to have, a material effect on
the Company’s performance.
Risk remains relatively unchanged
In order to reduce this risk the
Investment Manager operates a team
based approach to fund management.
The team consists of a number of
investment professionals who combine
a number of complementary skill sets,
including corporate nance, traditional
fund management, research and
private equity disciplines. The team
is also supported by its Investment
Committeewhich is comprised of a
number of experienced internal and
external members.
The Board keeps the performance of
the key personnel at the Investment
Manager under frequent review.
SEC plc - Report and Financial Statements 19
01 Strategic Report - Other Information
Viability Statement
The Board has assessed the prospects of the Company
over the three nancial years to 30 June 2025. This
assessment period has been chosen as the Board believes
it represents an appropriate period given the long-term
investment objectives of the Company, the low working
capital and the simplicity of the business model.
In making this three year assessment, the Board has taken
the following factors into account:
The nature of the Company’s portfolio
The Company’s investment strategy
The potential impact of the Principal Risks
and Uncertainties
2025 realisation opportunity
Share buy-backs
The liquidity of the Company’s portfolio
Market falls and gains
The level of existing and potential long-term liabilities
The Companys portfolio currently includes a large position
in cash or liquid money market funds. Over the last ve
years, cash and liquid money market funds have averaged
c.7.6% of the NAV and was 9.3% of the 30 June 2022 NAV.
Cash balances can be varied due to changes in market
conditions, but positive cash levels are expected to be
maintained over the period.
The Company has not been geared for many years and the
current policy of the Board is not to have a gearing facility.
The Directors have also carried out a robust assessment
of the principal and emerging risks, as noted on pages 18
and 19, that are facing the Company over the period of the
review, including those that would threaten its business
model, future performance, solvency or liquidity.
Based on this assessment, the Directors are condent
that the Company’s investment approach, portfolio
management and balance sheet approach will ensure
that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period
to 30 June 2025.
Going Concern
In assessing the Company’s ability to continue as a
going concern the Directors have also considered the
Company’s investment objective, detailed on the inside
front cover, risk management policies, detailed on pages
18 and 19, capital management (see note 16 to the nancial
statements), the nature of its portfolio and expenditure
projections and believe that the Company has adequate
resources, an appropriate nancial structure and suitable
management arrangements in place to continue in
operational existence for the foreseeable future and for at
least 12 months from the date of this Report. In addition,
the Board has had regard to the Company’s investment
performance (see page 3) and the price at which the
Company’s shares trade relative to their NAV (see page 3).
The Directors performed an assessment of the Company’s
ability to meet its liabilities as they fall due. In performing
this assessment, the Directors took into consideration:
cash and cash equivalents balances and, from a
liquidity perspective, the portfolio of readily realisable
securities which can be used to meet short-term
funding commitments;
the ability of the Company to meet all of its liabilities and
ongoing expenses from its assets;
revenue and operating cost forecasts for the
forthcoming year;
the ability of third-party service providers to continue to
provide services; and
potential downside scenarios including stress testing
the Company’s portfolio for a 25% fall in the value
of the investment portfolio; a 50% fall in dividend
income and the remainder of the share buy-backs for
the 2022 calendar year under the current share buy-
back programme, the impact of which would leave the
Company with a positive cash position.
The Directors also considered the effect of the “mini
budget” announced by the UK Government on 23 September
2022. The consequences are not considered to affect the
Company’s ability to continue as a going concern.
Based on this assessment, the Directors are condent
that the Company will have sucient funds to continue
to meet its liabilities as they fall due for at least 12 months
from the date of approval of the nancial statements, and
therefore have prepared the nancial statements on a
going concern basis.
SEC plc - Report and Financial Statements20
01 Strategic Report - Other Information
Environmental, Social and
Governance Issues
Commitment to Sustainable Investment
The Board is comprised entirely of non-executive Directors
and the day-to-day management of the Company’s business
is delegated to the Investment Manager (details of the
Investment Management Agreement are set out on pages
28 and 29). Therefore, the Directors do not consider it
necessary for the Company to have environmental, human
rights or community policies in place.
However, in carrying out its activities and in its relationships
with service providers, the Company aims to conduct itself
responsibly, ethically and fairly. The Investment Manager
has a clear commitment to sustainable investment as an
integral part of its business strategy. The rm recognises that
the integration of sustainable investment considerations,
including environmental, social and governance (ESG) factors
into its business processes can protect nancial performance
and consistency of returns. Investment Teams across the
Investment Manager proactively manage ESG factors across
investment strategies and the underlying holdings to help both
build and protect value in the stocks invested in.
The Investment Manager’s sustainable investment
policies and beliefs can be found on its website and in its
Sustainable Investment Report.
The Investment Manager believes in playing an industry
leadership role in supporting and promoting sustainable
investment. The Investment Manager is a signatory to the
UN-supported Principles of Responsible Investment and
was awarded four or ve stars, out of a maximum of ve
stars, for all modules submitted in its PRI Report 2021. It is
also a signatory of the UK Stewardship Code and aims to
comply its recommendations. In September 2022, it was
announced that Gresham House had met the expected
standard of reporting for 2021 and will remain a signatory to
the UK Stewardship Code 2020 for the second year in a row.
Public Equity Sustainable Investment Policy
and Processes
The Investment Manager has a Sustainable Investment
Policy specic to public equity investments. The Public
Equity Sustainable Investment Policy details the
commitments of the Investment Manager with regards
to sustainable investment, as applied by the Company’s
management team. The Policy includes:
The Investment Manager’s sustainable
investment commitments.
How its public equity investment approach meets these
commitments; and
The application of our Sustainable Investment
Framework to public equities
Sustainable Investment Approach
The ‘G’ (Governance) of ESG is the most important factor
in the investment processes for UK public equity. Board
composition, governance, control, company culture,
alignment of interests, shareholder ownership structure,
remuneration policy etc. are important elements that will
feed into the manager’s analysis and company valuation.
E and S (Environmental and Social) factors are assessed as
risk factors during due diligence to eliminate companies
that face environmental and social risks that cannot be
mitigated through engagement and governance changes.
ESG considerations are integrated into the lifecycle of each
investment as follows:
01 Initial appraisal
Identify material ESG matters requiring further
investigation during the due diligence stage. If certain
risks are unlikely to be suciently managed or
mitigated, then the Manager may choose not to proceed
at this stage.
02 Due diligence
The ESG Decision Tool and, where possible, meetings
with management are used to assess material ESG risks
that need to be mitigated and ESG opportunities that
could drive value. Specialised consultants may be used
to provide additional information.
03 Investment appraisal
A summary of the ESG analysis is included in nal
Investment Committee submissions. Appropriate
risk mitigation approaches will be referenced and
assurance that the business is open to making
improvements is sought.
04 Holding period
During the holding period of an investment, the
Management Team engage regularly with boards and
management teams, focusing on strategic, nancial
and operational matters, including ESG factors, and
consistently use voting rights.
SEC plc - Report and Financial Statements 21
01 Strategic Report - Other Information
Sustainable Investment Framework
Across Gresham House investment teams, an active focus is
given to environmental, social and governance (ESG) factors,
as shown in the gure below. These factors are used by the
Management Team to identify a broad range of ESG risks
which may materially impact proposed transactions.
Environment
SocialGovernance
Community care
and engagement
Governance and ethics
Waste management
Marketplace
responsibility
Supply chain
sustainability
Employment, health,
safety andwellbeing
Climate change
and pollution
Commitment
to sustainability
Risk and
The themes shown in the gure above are used as the basis for the Management Team’s application of sustainable
investment during the Research stage.
SEC plc - Report and Financial Statements22
01 Strategic Report - Other Information
ESG Decision Tool
The Management Team is responsible for implementing
the commitments made in the Public Equity Sustainable
Investment Policy. The themes from the Sustainable
Investment Framework are used as the basis for the
Management Team’s ESG Decision Tool and several sub-
factors are considered under each broader theme.
The purpose of the Tool is to support the Management Team
in identifying potential, material ESG risks that need to be
managed and mitigated, and to help shape the due diligence
process for individual companies prior to investment. The
Tool also provides a way of summarising material ESG
issues, which can then be tracked and monitored over time,
and include actions that can be taken to mitigate those risks
throughout the holding period.
The most important ESG factors the Management Team will
use to assess an investment before purchase are set out in
the table below.
Environmental Social Governance
Carbon,
emissions and
pollution
GHG emissions and climate
change impacts, energy
management, pollution
prevention and control, air
quality management
Employment,
health, safety and
well-being
Employee H&S and
well-being, sustainable
employment practice,
engagement, diversity and
inclusion
Governance and
ethics
Governance good practice;
sound business ethics
management and culture
Natural
resources
management
Water use, biodiversity
and natural resources
management
Marketplace
responsibility
Product impacts, safety and
labelling in use and disposal,
quality and value, customer
care, data protection
Risk and
compliance
Robust risk and compliance
management
Waste
management
Waste reduction; sustainable
management of waste
Supply chain
sustainability
Managing environmental,
social and economic impacts
of sourcing
Commitment to
sustainability
Awareness, capability
and commitment to run
a resilient, sustainable
business
Community care
and engagement
Understanding and managing
impacts on communities,
including human rights;
community investment
Where material ESG risks are identied, these are
reviewed by the Management Team and a decision on how
to proceed is documented. In the majority of cases, we
would proactively follow up with the investee company
management team and ensure appropriate corrective and
preventative action is taken and any material issues or
incidents are recorded by the Management Team.
ESG Data
Following an assessment of several data providers, the
Management Team selected Inspired PLC as an ESG data
provider to support the assessment of ESG risks. Inspired
PLC was selected for its ability to provide a product bespoke
to the Management Team that supports coverage of small
and micro-cap companies in the UK. Given Inspired PLC
is an investee company, the Management Team ensured
the Conicts Committee were made aware of the potential
conict and the Sustainable Investment Team was brought
in to provide independent input to the provider selection
process. The Management Team expects to receive ESG
data from the provider for all holdings from 2023 and will
work to fully integrate this data into the investment process.
Stewardship Responsibilities
As an active investor, the Manager is committed to acting
as a long-term steward of the assets invested in on behalf
of clients. The Management team use active ownership
responsibilities, including engagement and voting, to
protect and create value. The Investment Manager’s
Engagement and Voting Policy sets out the approach and
explains how integrated these activities are to business
practices and investment processes. Both activities are
viewed as a key part of the investment approach and not
considered stand-alone objectives.
UK Public Equity team
*
37
Governance-focused engagements
* Based on UK Public Equity team holdings as of
31 December 2021.
5.1 years
Weighted average holding period
96%
Met with nearly all holdings
management teams
SEC plc - Report and Financial Statements 23
01 Strategic Report - Chairman’s Statement
Engagement
The Companys investment philosophy means that it aims
to act, by default, as an actively engaged shareholder. The
Management Team’s assessment of management, Board
and governance forms a critical part of the investment case,
which necessitates that Management work with companies on
matters such as strategy, M&A and remuneration, both from
the outset of our holding period and on an on-going basis. The
Management Team encourages an open and honest dialogue
with the companies which we believe is an essential part of
being an effective steward of our clients’ assets.
The Management Team will meet face-to-face with the
management team of an investee company at least twice a
year, and up to quarterly for this strategy . These meetings
form the basis for the ongoing monitoring of a company
strategy, nancial performance and ESG considerations.
Dening engagement objectives
Dependent upon factors such as materiality and level of
control, the Management Team may identify and agree
strategic milestones that they expect a company to deliver
on over the holding period. Strategic milestones will typically
be bespoke to the organisation and important to the
development of the business, aiming to keep the directors
focused and ensure continued progress.
Objectives may change over time depending on several
factors, including business priorities, market forces and
stakeholder considerations. Example of engagement
objectives include:
Improvements to reporting, including ESG factors
Board composition
Improvements to governance arrangements
Product or geographic expansion or variance, including
due to ESG related market forces
Staff retention and reduction of absence rates
Implementing compliance programmes with
forthcoming ESG legislation.
The identied objectives provide a form the basis
of discussions with companies during regular
scheduled engagements.
Voting
Voting is an important part of the investment strategy.
The Management Team devotes the necessary research,
management time and resources to ensuring we make good
voting decisions.
Voting decisions are based on views of which course
of action will be in the best interests of the Company’s
investors. Votes are informed by various sources including:
research, engagement with the company, discussions with
other stakeholders and advisers, internal discussions and
consultations, and other relevant information.
Voting decisions
The Investment Manager does not have a set policy dening
how voting decisions should be made on specic items, but
it has dened the following requirements:
1. Authority to allot shares – it is our policy to vote against
anything over 33%.
2. Disapplication of pre-emption rights – it is our policy to
vote against anything over 10%.
3. Authorise Company to purchase own shares – it is our
policy to vote against anything over 10%.
4. Political donations – it is our policy to vote against all
political donations.
Proxy voting providers
The Management Team does not use any proxy voting
advisory services, but uses proxy voting services to deliver
voting decisions to the companies invested in.
Voting against management
If the Manager plans to vote against the company decision,
it will engage with the company in advance, explain why its
plans to vote against the decision and look for ways to avoid
that if possible. If a satisfactory outcome is not reached
through this active dialogue with the company, the Manager
will typically tell the company in advance of its intention to
abstain or vote against management and clarify the reasons
grounding such intention.
UK Public Equity voting in 2021
96.2% For
3.4% Against
0.4% Abstai
n
SEC plc - Report and Financial Statements24
01 Strategic Report - Chairman’s Statement
Climate-related Financial Disclosures
As an investment trust, the Company has no employees,
property or activities other than investment. The Company
has no greenhouse gas emissions to report from its
operations, nor does it have responsibility for any other
emission-producing sources under the Companies Act 2006
(Strategic Report and Directors’ Report) Regulations 2013.
The Company is an investment trust and investment trust
companies are currently exempt from reporting against the
Task Force on Climate Related Finance Disclosures (TCFD)
but the Board will continue to monitor the situation.
Streamlined Energy and Carbon Reporting also applies to
all large companies. However, as the Company does not
consume more than 40,000 kWh of energy during the past
year, it qualies as a low energy user and is exempt from
reporting under these regulations.
Duty to promote the
success of the Company
The Directors are required to include a report explaining
how they have discharged their duty to promote the success
of the Company under Section 172(1) of the Companies
Act 2006 and how they have considered the views of the
Company’s key stakeholders in regard to any key decisions
taken. The Company being an investment trust, the key
stakeholders comprise its shareholders, the Investment
Manager and its third-party service providers (including the
Company Secretary and Administrator, the Registrar, the
Depositary and the Custodian). The Manager also engages
extensively with the investee companies, particularly on
performance and corporate governance issues.
The Board welcomes the views of shareholders and places
considerable importance on communications with them. The
Investment Manager reports back to the Board on meetings
with shareholders and the Chairman and other Directors
are available to meet shareholders if required. The Annual
General Meeting of the Company and presentations held in
London in the normal course provide a forum, both formal and
informal, for shareholders to meet and discuss issues with
the Board. The importance of stakeholder considerations
in particular in the context of decision making is taken into
account at every Board meeting. The Board considers the
impact that any material decision will have on all relevant
stakeholders to ensure that it is making a decision that
promotes the long-term success of the Company.
Examples of the principal decisions taken by the
Board during the year under review (and post year-end)
are as follows:
Proposed merger – As previously noted in the Chairman’s
Statement on page 5, in December 2021 the Board received
an unsolicited approached from the board of directors
of Odyssean Investment Trust plc (‘Odyssean) to merge
the Company with Odyssean. After due consideration and
having discussed the proposal with the Company’s key
advisers and major shareholders, the Board agreed that
the merger was not in the best interest of shareholders and
rejected the proposed merger.
In considering whether the proposed merger was in the best
interest of shareholders, the Board considered a number of
factors including the result of the continuation vote which
had been put to shareholders at the Annual General Meeting
(‘AGM) held on 10 November 2021 (92 per cent. of votes
received were in favour of the continuation of the Company
as an investment trust), the Company had implemented
a strategy to maximise engagement opportunities and
was now focused on investment that have a market
capitalisation in the region of £100 million to £300 million at
the point of entry, and the performance of Ken Wotton since
his appointment as Lead Manager in September 2020. As
part of its discussions at the time of the proposed merger,
the Board considered ways with the Company’s Investment
Manager, Gresham House Asset Management (‘GHAM), to
address shareholders’ frustrations that the Company’s
share price discount to NAV remained wide. A number of
proposals (as reported in the Chairman’s Statement) were
put to shareholders at a General Meeting of the Company on
23 March 2022 and received support from 99.7 per cent. of
the votes received.
Gearing – During the year under review, the Board in
conjunction with the Investment Manager discussed the
use of loan facilities with the Investment Manager. After
discussion, it was agreed that the Company maintain its
policy of operating without a banking loan facility. Cash
balances continue to be maintained to take advantage of
suitable investment opportunities as they arise.
Marketing – During the year under review, the Board
approved a marketing proposal put forward by the
Company’s Investment Manager to raise the level of
marketing and awareness of the Company across the
investor community. The Board anticipates that this will
generate additional demand for the Company’s shares
and further contribute to a narrowing of the share price
discount to NAV.
SEC plc - Report and Financial Statements 25
01 Strategic Report - Chairman’s Statement
Covid-19 – The Board continues to review emerging risks
that could have a potential impact on the operational
capability of the Investment Manager and the Companys
other key service providers. During the year under review,
the Board received updates from GHAM and its other
key service providers conrming that they continued to
service the Company in line with their agreements and had
suitable arrangements in place to ensure that they can
continue to provide their services to the Company during the
ongoing pandemic.
Market volatility & ination – As noted in the Chairman’s
Statement on page 4, the Russia/ Ukraine war has
destabilised commodity markets and led to unprecedented
increases in energy prices which have added further fuel
to ination. The Board continues to receive updates from
the Investment Manager on general market volatility and
inationary pressures with particular focus on the UK
Smaller Companies sector.
Succession planning – During the year the Board undertook
a search for an additional non-executive Director who would
enhance the overall skills and experience of the Board
and its Committees. Annie Coleman was subsequently
appointed as a non-executive Director of the Company on
14February 2022. Further details of the search can be found
in the succession planning section on page 35.
The Companys primary business relationships are with
its Investment Manager and AIFM, Gresham House Asset
Management (GHAM), and its Company Secretary and
Administrator, Juniper Partners Limited. The Board has
been mindful of the challenges that active asset managers,
and boutique UK asset managers in particular, have faced
in recent years and the resource required to implement
effectively the Company’s particular investment strategy.
Furthermore, the Board recognises the importance of
a strong sales and marketing capability to attract new
investors. GHAM has a strong and well-developed platform
with a strong net cash balance sheet and well-developed
operational resources. It has an established pedigree of
investing on a strategic public equity basis in UK equity
markets. The Board will work closely with GHAM to achieve
long-term success for the Company and its stakeholders.
Juniper Partners Limited provides company secretarial and
administration services to the Company. Juniper Partners
Limited also seeks to maintain constructive relationships
with the Company’s other third-party suppliers, for example
the Registrar, the Depositary and the Custodian, on behalf
of the Board typically through regular communication and
provision of information.
On behalf of the Board
Richard Hills
Chairman
5 October 2022
SEC plc - Report and Financial Statements26
01 Strategic Report - Chairman’s Statement
Directors
The Directors in oce at the date of this report, all of whom are non-executive, were as follows:
Richard Hills (Chairman)
Independent Director
Richard has substantial experience of the investment
management industry and has held senior executive
and non-executive positions within the elds of both
conventional and alternative assets. He is currently a
board member of Henderson International Income Trust
plc and EQT Services (UK) Limited. Richard was appointed
to the Board on 5 March 2014 and will retire at the
forthcoming AGM.
Annie Coleman
Independent Director
Annie’s early career included British Petroleum, Head of
the London Stock Exchange Press Oce; press ocer
roles in the Prime Minister’s Press Oce and the Ministry
of Defence. In 1999 she moved to Goldman Sachs in London
and then GAM Investments in 2006. Annie became Global
Head of Organisational Culture and Client Marketing at
UBS Investment Bank in 2011, before moving to Unicredit
as Group People and Culture Oce. She now runs her
own organisation culture and leadership consultancy
rm Cerebellum Partners Ltd. Annie was appointed to the
Board on 14 February 2022.
William Barlow
Independent Director
William is currently chief executive ocer of Majedie
Investments PLC, having been a director since 1999. He
previously was a non-executive director of Majedie Asset
Management Limited and chief operating ocer at Javelin
Capital LLP. William joined Skandia Asset Management
Limited as an equity portfolio manager in 1991 and was
managing director of DNB Nor Asset Management (UK)
Limited. He is also the Chairman of Racing Welfare. William
was appointed to the Board on 1 February 2016.
Josephine Dixon
(Audit Committee Chairman)
Independent Director
Jo, a Chartered Accountant, has a career that spans a
number of nancial and commercial roles in a variety
of sectors from nancial services to football. She has
substantial investment trust board experience and is
currently on the boards of Bellevue Healthcare Trust PLC,
The Global Smaller Companies Trust PLC, Alliance Trust
plc, and Ventus VCT PLC (in liquidation). Jo was appointed
to the Board on 14 July 2014.
Richard Locke
(Deputy Chairman)
Independent Director
Richard is Vice Chairman of Fenchurch Advisory Partners
LLP, an independent corporate nance advisory rm that
specialises in the nancial services sector. Previously
he was a partner of Cazenove & Co. and then a director
at its successor rm, JPMorgan Cazenove. Richard was
appointed to the Board on 10 February 2015.
SEC plc - Report and Financial Statements 27
02 Governance Reports
Report of the Directors
Directors
The Directors in oce at the date of this report and their
biographical details are shown on page 27.
Corporate governance
The Company’s corporate governance statement is
set out on pages 32 to 37 and forms part of the Report
of the Directors.
Performance and Dividend
Over the year to 30 June 2022, net assets have fallen by
£46.5 million representing a decrease of 21.0%. On a per
share basis net assets have fallen by 33.84 pence which
represents a decrease of 9.7%. Further information on the
performance of the Company’s portfolio is contained in the
Investment Manager’s Report on pages 7 to 15.
The Companys investment objective is one of capital
growth and it is anticipated that returns for Shareholders
will derive primarily from capital gains. The board is
governed by the rules for investment trusts that require
that the Company must not retain more than 15% of its
income from any one year. The Board recommends a
nal dividend of 2.00p (2021: 1.60p) per Ordinary share,
amounting to £1,066,000 (2021: £1,013,000) based on
the Ordinary share capital at the date of this report. The
Company’s dividend policy remains unchanged, and it may
be that next year, the dividend will be lower.
Share Capital and Voting Rights
The Companys issued share capital at 30 June 2022
consisted of 55,352,088 Ordinary shares of 10p each and
there were 8,177,118 Ordinary shares held in Treasury. At
4October 2022 (being the latest practicable date prior to
the publication of this document) the issued share capital
consisted of 53,308,547 Ordinary shares of 10p each and
10,220,659 Ordinary shares were held in Treasury. Shares
held in Treasury do not have voting rights. The maximum
number of Ordinary shares in issue during the year
was63,296,844.
The Company bought back 6,329,685 Ordinary shares for
cancellation and 1,615,071 Ordinary shares to be held in
Treasury during the year.
Substantial shareholdings
The Company has been informed of the following
notiable interests in the voting rights of the Company as
at 30 June 2022:
Number of
shares held
% of total
voting rights
City of London Investment
Management 15,822,230 29.0
1607 Capital Partners 8,330,218 13.2
Arbuthnot Fund Managers 3,314,774 5.2
Brewin Dolphin 3,278,841 5.2
Sir Clive Thompson 2,679,102 4.2
On 1 September 2022, City of London Investment
Management notied the Company their shareholding
had fallen to 28.9% of the Company’s total voting rights.
On 9 September 2022, 1607 Capital Partners notied
the Company their shareholding was now 13.9% of the
Company’s total voting rights after having notied the
Company on 6 September 2022, that their shareholding
had increased to 14.01%. There have been no other
changes notied in respect of the above holdings, and no
new holdings notied, since the end of the year.
Investment Management Agreement
The Companys investments are managed by GHAM
under an agreement dated 14 May 2020. The Investment
Manager’s appointment is subject to termination on 6
months’ notice given at any time by either party.
There are no specic provisions contained within
the Investment Management Agreement relating to
compensation payable in the event of termination of
the agreement other than entitlement to fees, including
performance fees, which would be payable within any
notice period. However, in the event that a continuation
resolution proposed at any Annual General Meeting is
not passed, the Investment Management Agreement
expressly permits the Company to give notice terminating
the Investment Manager’s appointment without any
compensation being payable to the Investment Manager
in lieu of any period of notice otherwise required under the
Investment Management Agreement.
SEC plc - Report and Financial Statements28
02 Governance Reports
The Board keeps the performance of the Investment
Manager under continual review, and the Management
Engagement Committee, comprising all Directors,
conducts an annual appraisal of the Investment
Manager’s performance, and makes a recommendation
to the Board about the continuing appointment of the
Investment Manager. During the year the Board reviewed
the continuing appointment of the Investment Manager
and agreed that the Investment Manager had executed
the Investment Strategy according to the Board’s
expectations. Therefore, it is the opinion of the Directors
that the continuing appointment of GHAM is in the interests
of shareholders as a whole.
Investment Manager’s Fees
The Investment Manager is entitled to receive from the
Company a basic fee together with, where applicable, a
performance fee.
Basic Fee
A basic management fee is payable to the Investment
Manager at the annual rate of 0.75% of the NAV of the
Company. The basic management fee accrues daily and is
payable quarterly in arrears.
Performance Fee Arrangements
The Companys performance is measured over rolling
three-year periods ending on 30 June each year,
by comparing the NAV total return per share over a
performance period against the total return performance
of the FTSE Small Cap (ex Investment Trusts) Index. A
performance fee is payable if the NAV total return per
share (calculated before any accrual for any performance
fee to be paid in respect of the relevant performance
period) at the end of the relevant performance
period exceeds both:
(i) the NAV per share at the beginning of the relevant
performance period as adjusted by the aggregate
amount of (a) the total return on the FTSE Small Cap (ex
Investment Trusts) Index (expressed as a percentage)
and (b) 2.0% per annum over the relevant performance
period (“Benchmark NAV); and
(ii) the high watermark (which is the highest NAV per
share by reference to which a performance fee was
previously paid).
The Investment Manager is entitled to 10% of any excess
of the NAV total return over the higher of the Benchmark
NAV per share and the high watermark. The aggregate
amount of the Management Fee and the Performance Fee
in respect of each nancial year of the Company shall not
exceed an amount equal to 1.4% per annum of the NAV of
the Company as at the end of the relevant nancial period.
A performance fee of £nil is payable in respect of the
rolling three-year period ended 30 June 2022 (2021: £nil).
Information About Securities
Carrying Voting Rights
The following information is disclosed in accordance
with the Large and Medium sized Companies and Groups
(Accounts and Reports) Regulations 2008 and DTR 7.2.6 of
the FCA’s Disclosure Guidance and Transparency Rules:
The Companys capital structure and voting rights are
summarised above.
Details of the substantial shareholders in the Company
are listed above.
The rules concerning the appointment and replacement
of Directors are contained in the Company’s Articles of
Association and are discussed on page 33.
Details of the powers of the Directors to issue or
buy-back the Company’s shares are disclosed on
pages 30 and 31.
There are no restrictions concerning the transfer
of securities in the Company; no special rights with
regard to control attached to securities; no agreements
between holders of securities regarding their transfer
known to the Company; and no agreements which
the Company is party to that might affect its control
following a takeover bid.
There are no agreements between the Company and its
Directors concerning compensation for loss of oce.
Accountability and Audit
The responsibilities of the Directors and the Auditor
in connection with the nancial statements is
included on page 49.
The Directors who held oce at the date of approval of
this Directors’ Report conrm that, so far as they are each
aware, there is no relevant audit information of which the
Company’s Auditor is unaware; and each Director has taken
all the steps that he/ she ought to have taken as a Director
to make himself/ herself aware of any relevant audit
information and to establish that the Company’s Auditor is
aware of that information.
SEC plc - Report and Financial Statements 29
02 Governance Reports - Report of the Directors
Financial Risk Management
Information about the Company’s nancial risk
management objectives and policies is set out in note 16 of
the nancial statements on pages 65 to 68.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include
specied information in a single identiable section of the
Annual Report or a cross reference table indicating where
the information is set out. The Directors conrm that no
disclosures are required in relation to Listing Rule 9.8.4.
Modern Slavery
The Company is not within the scope of the Modern
Slavery Act 2015 because it has insucient turnover
and is therefore not obliged to make a human tracking
statement. The Directors are satised that, to the best
of their knowledge, the Company’s principal suppliers,
which are listed on page 73, comply with the provisions
of the UK Modern Slavery Act 2015. These are principally
professional advisers and service providers in the nancial
services industry, consequently the Board considers the
Company to be low risk in relation to this matter.
Criminal Finances Act 2017
The Company has a commitment to zero tolerance towards
the criminal facilitation of tax evasion.
Annual General Meeting
The Notice of the Annual General Meeting to be held
on 9November 2022, is set out on pages 74 to 76. Full
details of all resolutions can be found in the Notice. The
resolutions to be proposed as items of special business
are set out below.
To authorise the allotment of shares
(Resolution 10)
Section 551 of the Companies Act 2006 provides that the
Directors may not allot new shares without Shareholder
approval. The purpose of Resolution 10, which is proposed
as an ordinary resolution, is to empower the Directors
to allot shares with an aggregate nominal value of up to
£533,085, being approximately 10% of the Company’s
issued Ordinary share capital (excluding Treasury shares)
as at the latest practicable date prior to the publication of
this document. The authority granted to the Directors if
this Resolution 10 is passed would last until the earlier of
the Annual General Meeting in 2023 or 9 February 2024.
The number of Treasury shares held as at 4 October 2022
(being the latest practicable date prior to the publication of
this document) is 10,220,659 10p shares which represents
19.2% of the Company’s issued Ordinary share capital of
53,308,547 10p shares at that date.
The Directors intend to use the authority to issue Ordinary
shares only if and when they believe it to be advantageous
to the Company’s existing shareholders to do so. In no
circumstances would such issue of new shares or re-issue
of shares from Treasury result in a dilution of net asset
value per share.
To disapply Section 561 of the Companies Act
2006 (Resolution 11)
Under Section 561 of the Companies Act 2006, if the
Directors wish to allot any equity securities, or sell any
Treasury shares (should they elect to hold any), for cash,
they must rst offer them to existing shareholders
in proportion to their shareholdings. The purpose of
Resolution 11, which is proposed as a special resolution, is
to allow the Directors to allot shares, or sell any Treasury
shares, for cash other than in accordance with Section 561
up to a maximum aggregate nominal amount of £533,085,
representing approximately 10% of the Company’s issued
Ordinary share capital of 53,308,547 10p shares as at
4October 2022 (being the latest practicable date prior to
publication of this document).
Shares issued pursuant to this authority will be issued
at a price of not less than the prevailing NAV per share,
including current period revenue.
This authority will last until the earlier of the Annual
General Meeting in 2023 or 9 February 2024.
To authorise the Company to purchase its own
Ordinary shares (Resolution 12)
The purpose of Resolution 12, which is proposed as
a special resolution, is to renew the authority of the
Company to purchase its own shares. The Company
may purchase shares in the market in order to address
any imbalance between the supply of and demand for
shares and to increase the net asset value per share.
SEC plc - Report and Financial Statements30
02 Governance Reports - Report of the Directors
The Company will make such purchases pursuant to
this authority only where the Directors believe that to
do so will result in an increase in the NAV per share for
remaining Shareholders and is in the best interests of
shareholders generally.
The authority is limited to 7,990,951 Ordinary shares,
representing approximately 14.99% of the Company’s
shares in issue as at 4 October 2022 (being the latest
practicable date prior to publication of this document).
The Company will only purchase Ordinary shares at prices
which are below the last published NAV per Ordinary share.
The maximum price (exclusive of expenses) payable per
Ordinary share under this authority is the higher of (a)
5% over the average of the middle market prices of the
Ordinary shares according to the Daily Ocial List of
the London Stock Exchange for the ve business days
immediately before the date on which the Company
buys the shares and (b) the higher of the price of the last
independent trade and the highest current independent
purchase bid on the trading venue where the purchase is
carried out. The minimum price payable per Ordinary share
under this authority is the nominal value of that Ordinary
share. Any purchases of Ordinary shares made pursuant to
this authority will be market purchases.
Any such purchases will be made during the period
commencing at the close of the Annual General Meeting
and ending on the earlier of the date of the Company’s
Annual General Meeting in 2023 or 9 February 2024.
At the Annual General Meeting held on 10 November 2021
the Company was authorised to purchase approximately
14.99% of its own shares for cancellation or to be held
in Treasury. The number of Ordinary shares remaining
under that authority as at 4 October 2022 (being the latest
practicable date prior to publication of this document) was
5,829,585 Ordinary shares.
The Company may purchase its own shares either for
holding in Treasury, or for subsequent cancellation.
Shares held in Treasury will have no voting, dividend or
other rights. The Directors consider that the purchase of
shares into Treasury could be benecial to shareholders
in the long-term, in that, subject to the authority granted
by Resolution 11, they may be re-sold at NAV or above to
further the investment objectives of the Company.
The Company has purchased 2,043,541 Ordinary shares
since 30 June 2022. As at 4 October 2022 (being the latest
practicable date prior to publication of this document), the
Company held 10,220,659 Ordinary shares in Treasury.
Directors’ Recommendation
The Directors consider that all the resolutions to be
proposed at the Annual General Meeting are in the best
interests of the Company and its members as a whole.
The Directors unanimously recommend that shareholders
vote in favour of all the resolutions, as they intend to do in
respect of their own benecial holdings.
On behalf of the Board
Richard Hills
Chairman
5 October 2022
SEC plc - Report and Financial Statements 31
02 Governance Reports - Report of the Directors
Statement on Corporate Governance
This Corporate Governance Statement forms part of the
Directors’ Report.
Statement of Compliance with the AIC
Code of Corporate Governance
The Board has considered the principles and provisions
of the Association of Investment Companies’ Code of
Corporate Governance (“AIC Code). The AIC Code is
endorsed by the Financial Reporting Council and adapts
the principles and provisions set out in the UK Corporate
Governance Code to make them relevant to investment
companies as well as incorporating the relevant provisions
of the UK Corporate Governance Code.
The Board believes that the AIC Code provides the most
appropriate governance framework for the Company.
Accordingly, the Company reports against the principles
and provisions of the AIC Code. The February 2019 edition
of the AIC Code is applicable to the year under review and
can be found at www.theaic.co.uk.
By reporting against the AIC Code, the Board is
meeting its obligations in relation to the UK Corporate
Governance Code.
The Board conrms that, during the year, the Company
complied with the recommendations of the AIC Code and
the relevant provisions of the UK Corporate Governance
Code (the “UK Code), except as set out below:
Provision 17 and 32 of the UK Code (Provision 22 and 37
of the AIC Code): the requirements to have a Nomination
Committee and Remuneration Committee – owing
to the nature of the Company, the activities of these
committees are undertaken by the Board.
Provision 24 of the UK Code: the requirement for the
Chairman to not sit on the Audit Committee – the Board
believes that all Directors, including the Chairman,
should sit on all the Committees.
Articles of Association
The Companys Articles of Association may only be
amended by special resolution at a general meeting
of shareholders.
Board of Directors
Under the leadership of the Chairman, the Board is
responsible for all matters of control and direction of the
Company, including its investment policy.
As at the date of this Report, the Board consists of ve non-
executive Directors. Biographical details of the Directors in
oce at the year end can be found on page 27.
The terms and conditions of the appointment of the
non-executive Directors are formalised in letters of
appointment, copies of which are available for inspection
from the registered oce of the Company and will be
available at the Annual General Meeting.
The Board has agreed arrangements whereby Directors may
take independent professional advice in the furtherance of
their duties and the Company has Directors’ and Ocers
Liability Insurance to cover legal defence costs. Under the
Company’s Articles of Association, the Directors are provided,
subject to the provisions of UK legislation, with an indemnity
in respect of liabilities which they may sustain or incur in
connection with their appointment. Apart from this, there are
no third party indemnity provisions in place.
Board Operation
At the Board meetings, the Directors follow a formal
agenda to review the Company’s investments and all other
important issues to ensure that control is maintained over
the Company’s affairs.
The Board is responsible for adherence to the investment
policy and strategic and operational decisions of the
Company. The Company’s main functions are delegated to a
number of service providers, each engaged under separate
legal contracts. The management of the Company’s
portfolio is delegated to the Investment Manager, which
has discretion to manage the assets in accordance with the
Company’s objectives and policies. A representative of the
Investment Manager attends each Board meeting to present
written and verbal reports on its activities and portfolio
performance. At each Board meeting, the Directors review
the Company’s investments and all other important issues
to ensure that control is maintained over the Company’s
affairs. The Board has adopted a formal schedule of matters
specically reserved for approval. These reserved matters
include the following:
Investment and business strategy of the Company.
Annual and interim reports and accounts and accounting
policies, prospectuses, circulars and other shareholder
communications.
Acquisitions and disposals of interests of more than
29.9% in the voting shares of any investee company.
Dividend policy.
Board appointments and removals.
Appointment and removal of the Company’s service
providers including the Investment Manager/AIFM,
Depository and Auditor.
SEC plc - Report and Financial Statements32
02 Governance Reports
Board Balance and Independence
All of the Directors of the Company are non-executive and,
independent of the Investment Manager.
The Directors possess a wide range of nancial, business
and legal expertise relevant to the direction of the
Company and consider that they commit sucient time to
the Company’s affairs.
Chairman
The Chairman, Mr Hills, is deemed by his fellow
independent Board members to be independent and to
have no conicting relationships. He considers himself to
have sucient time to commit to the Company’s affairs.
As reported in the Chairman’s Statement, Mr Hills shall be
retiring from the Board at the AGM in November 2022. The
Board is undertaking a rigorous selection process for the
new Chairman and expect to announce the appointment of
his successor in the near future.
Re-election and Retirement of Directors
In accordance with the AIC Code all Directors are subject to
annual re-election. Board support for re-election is based
on the outcome of an annual performance evaluation.
The Chair also speaks with each Director individually.
The performance of each Director and nominations for
re-election are then discussed by the Board as a whole.
The Board’s policy on tenure is that the maximum period
that any Director shall serve as a director of the Company
shall be limited and no Director shall be eligible to serve
beyond the ninth Annual General Meeting following his or
her appointment. In the event that a Director is appointed
at an Annual General Meeting, for these purposes that
Annual General Meeting will not count towards the nine.
Directors’ Induction, Training
and Development
Upon appointment to the Board, a new Director is provided
with a detailed induction pack containing relevant
information about the Company and their duties and
responsibilities as a Director.
Directors’ training and development needs are reviewed by
the Board on an annual basis as part of the performance
evaluation process. The Board is committed to keeping
up to date on matters which are directly relevant to their
duties and responsibilities to the Company. The Directors
receive regular briengs and updates from the Company’s
Investment Manager and other advisers on regulatory
matters that may affect the Company.
Diversity
The Board is focused on having an effective Board which
consists of experienced non-executive Directors who
can function well together and have a good operational
knowledge of the Company and the closed ended
investment company sector more generally. Accordingly,
the Board consists of ve independent Directors in Richard
Hills, William Barlow, Annie Coleman, Josephine Dixon
and Richard Locke. The Board supports the principle of
boardroom diversity in its broadest sense, in terms of
gender, expertise, geographic background, age and race.
The Company is specialised and the Board’s priority is to
have a relatively small and effective independent Board
of non-executive Directors with the requisite abilities
and experience to oversee the Company, its investments
and its corporate structure, including its third-party
advisers. Any new appointee would make an appropriate
contribution to those skills. It is the Board’s policy to
review its composition regularly and, when appropriate,
to refresh the Board through recruitment, with the aim of
having the blend of skills and attributes that will best serve
shareholders in the future.
In achieving gender diversity, the Board consists of ve
non-executive Directors of whom two are female, including
the Chairman of the Audit Committee, thereby constituting
40% female representation.
The Board does not consider it appropriate to establish
diversity targets or quotas at this time. However, it is
mindful of the new Listing Rules on diversity and inclusion
and the Company’s aim is to have an appropriate level of
diversity on the Board.
SEC plc - Report and Financial Statements 33
02 Governance Reports - Statement on Corporate Governance
Meetings
The Directors meet at regular Board meetings, at least once every quarter, with additional meetings arranged as
necessary. The number of scheduled Board, Audit and Management Engagement Committee meetings held during the
year ended 30June 2022 and the attendance of the individual Directors is shown below:
Quarterly
Board meetings
Ad-hoc
Board meetings
Audit Committee
meetings
Management
Engagement
Committee meetings
Number of
meetings
Number
attended
Number of
meetings
Number
attended
Number of
meetings
Number
attended
Number of
meetings
Number
attended
Richard Hills 4 4 12 12 2 2 1 1
William Barlow 4 4 12 11 2 2 1 1
Josephine Dixon 4 4 12 10 2 2 1 1
Richard Locke 4 4 12 12 2 2 1 1
Annie Coleman 1 1 2 2 1 1
Members of the Board also meet with representatives of the Investment Manager on an informal and regular basis.
The Board normally meets on four occasions during the year. There were an additional 12 meetings this year for strategic
discussions. Two Committee meetings were also held during the year to consider the approval of the Company’s Annual
and Interim Reports.
Performance Evaluation
The Board’s decision to recommend the re-election of
each of the Directors is informed by a formal assessment
of each Directors independence and contribution, and
the balance of skills, experience, length of service and
knowledge of the Company across the Board as a whole.
This assessment is made annually as part of the Board’s
appraisal of its collective performance and that of the
Chairman, the Directors and the Committees, and the
independent status of each individual Director and the
Board as a whole. The evaluation of the Chairman is led by
the Deputy Chairman.
In 2022, the evaluation of the Board was carried out
by way of a questionnaire. Having considered and
discussed the points raised by the Directors in response
to the questionnaire, the Board has concluded that it
has an appropriate balance of skills, experience and
length of service and that each Director demonstrates
effectiveness, a high level of commitment to the
Company, and considerable experience, expertise and
knowledge. In addition, the Board believes that each
Director is independent of judgement and that there are no
relationships or circumstances which are likely to affect
the judgement of any Director.
Accordingly, the Board recommends the election/re-election
of each Director (as appropriate).
Committees of the Board
The Board has appointed three committees, to assist its
operations. Each committee’s delegated responsibilities
are clearly dened in formal terms of reference. These are
reviewed and assessed annually for adequecy and copies
are available from the Company’s Registered Oce. Miss
Dixon chairs the Audit Committee and Mr Hills chairs the
Management Engagement Committee and the Disclosure
Committee. Each committee comprises all Directors of the
Company. Following Mr Hills retirement at the forthcoming
AGM, MrBarlow will chair the Management Engagement
Committee and the Disclosure Committee.
Audit Committee
The main responsibilities of the Audit Committee and
the matters addressed by the Committee during the year
under review are detailed in the Audit Committee Report
on pages 38 and 39.
The Chairman of the Board is a member of the Committee
to enable him to be kept fully informed of any issues
which may arise.
The Chair of the Audit Committee is a Chartered
Accountant and the other Committee members have a
combination of nancial, investment and other relevant
experience. The Board is therefore satised that the Audit
Committee has adequate skills to perform its role.
SEC plc - Report and Financial Statements34
02 Governance Reports - Statement on Corporate Governance
Management Engagement Committee
The Management Engagement Committee is responsible
for reviewing the performance of the Investment Manager
and making recommendations to the Board about the
continuing appointment of the Investment Manager on an
annual basis. The Committee also reviews the Company’s
other service providers and meets periodically.
The Management Engagement Committee met once over
the course of the year.
Disclosure Committee
Following the implementation of the Market Abuse
Regulation (MAR) in July 2016 (which now forms part
of the domestic law of the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018, as amended
from time to time), the Board agreed to form a Disclosure
Committee, comprising all Directors and chaired by Mr
Hills, to ensure the identication of inside information
and the Company’s ongoing compliance with MAR. The
Committee meets on an ad hoc basis.
Remuneration Matters
The Board has resolved that, in view of the size of the
Board, it is most appropriate for matters of remuneration
to be dealt with by the Board as a whole.
Full details of the remuneration arrangements for
Directors can be found in the Directors’ Remuneration
Report on pages 40 to 42.
Nomination Matters
The Board as a whole undertakes the role of the
Nomination Committee and oversees the annual appraisal
of the Board members, including the Chairman, to
assess whether individual Board members should be
nominated for re-election each year, evaluates the overall
composition of the Board from time to time, taking into
account the existing balance of skills and knowledge on the
Board and considers succession planning accordingly. This
process is led by Richard Hills.
The Board, when assessing the performance of Directors
and for making recommendations as to whether they
should remain in oce and be put forward for election or
re-election at the AGM, uses extensive questionnaires and
reviews by the Chairman. The Senior Independent Director
is responsible for the appraisal of the Chairman. The 2022
review did not identify any causes for concern.
The Board may seek assistance in identifying suitable
candidates by appointing an external recruitment rm.
During the year the Company engaged Stephenson
Executive Search as its external recruitment rm as
part of the recruitment of Annie Coleman. Stephenson
Executive Search does not have any other connections
with the Company.
Company Secretary
The Board has direct access to the advice and services of
the Company Secretary which is responsible for ensuring
that Board and Committee procedures are followed
and that applicable regulations are complied with. The
Company Secretary is also responsible to the Board for
ensuring timely delivery of nancial and other relevant
information and reports and that statutory obligations of
the Company are met.
Dialogue with shareholders
Communication with shareholders is given a high
priority by both the Board and the Investment Manager.
Shareholders can communicate with the Board by writing
to the Company Secretary at the address disclosed on
page 73. Major shareholders of the Company are offered
the opportunity to meet with the Investment Manager
and the Directors in order to ensure that their views are
understood. During the year under review, the Chairman
communicated with a number of major shareholders.
All shareholders are encouraged to attend and vote at
the Annual General Meeting, during which the Board
and the Investment Manager are available to discuss
issues affecting the Company and shareholders have
the opportunity to address questions to the Investment
Manager, the Board and the Chairman.
The half-yearly and annual reports are designed to present
a full and readily understandable review of the Company’s
activities and performance. Copies are available from
www.greshamhouse.com.
Directors’ indemnity
The Company maintains Directors’ and ocers’ liability
insurance which provides against costs which they may
incur relating to the defence of any proceedings brought
against them arising out of their positions as Directors,
in which they are acquitted or judgment is given in their
favour by the courts. The qualifying third-party indemnity
provision was in force throughout the nancial year and at
the date of approval of the annual report. No claims have
been brought against the Company or the Directors. The
insurance is reviewed periodically.
SEC plc - Report and Financial Statements 35
02 Governance Reports - Statement on Corporate Governance
Conicts of Interest
It is the responsibility of each individual Director to avoid
an unauthorised conict of interest situation arising. He or
she must request authorisation from the Board as soon as
he or she becomes aware of the possibility of an interest
that conicts or might possibly conict with the interests
of the Company (a “situational conict). The Company’s
Articles of Association authorise the Board to approve
such situations, where deemed appropriate.
The Board is responsible for considering Directors
requests for authorisation of situational conicts and for
deciding whether or not the situational conict should
be authorised. The factors to be considered will include:
whether the situational conict could prevent the Director
from properly performing his or her duties; whether it has,
or could have, any impact on the Company; and whether
it could be regarded as likely to affect the judgement and/
or actions of the Director in question. When the Board
is deciding whether to authorise a conict or potential
conict, only Directors who have no interest in the matter
being considered are able to take the relevant decision,
and in taking the decision the Directors must act in a way
they consider, in good faith, will be most likely to promote
the Company’s success. The Directors are able to impose
limits or conditions when giving authorisation if they think
this is appropriate in the circumstances.
A register of conicts is maintained by the Company
Secretary and is reviewed at every Board meeting to
ensure that it is kept up to date and the Board, on an
individual basis, conrmed there were no conicts of
interest during the year ended 30June 2022.
Internal Control Review
The Directors acknowledge that they are responsible
for the Company’s systems of internal control and for
reviewing their effectiveness. An ongoing process,
in accordance with the Financial Reporting Council’s
Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting, has been
established for identifying, evaluating and managing the
risks faced by the Company. This process is regularly
reviewed by the Board. The risk management process and
systems of internal control are designed to manage rather
than eliminate the risk of failure to achieve the Company’s
objectives. It should be recognised that such systems can
provide only reasonable, not absolute, assurance against
material misstatement or loss.
Internal control assessment process
Risk assessment and the review of internal controls are
undertaken by the Board in the context of the Company’s
overall investment objective. The review process, which
has been in place for the year ended 30 June 2022 and
up to the date of this report, covers the key business,
operational, compliance and nancial risks facing the
Company. In arriving at its judgement of what risks the
Company faces, the Board considers the Company’s
objectives in light of the following factors:
the nature and extent of risks which it regards as
acceptable for the Company to bear within its overall
business objective;
the threat of such risks becoming reality;
the Company’s ability to reduce the incidence and impact
of risk on its performance; and
the cost to the Company and benets related to
the Company and third parties of operating the
relevant controls.
Against this backdrop, the Board has split the review
into four sections reecting the nature of the risks being
addressed. The sections are as follows:
corporate strategy;
investment and business activities;
published information and compliance with laws and
regulations; and
relationship with service providers.
Given the nature of the Company’s activities and the fact
that most functions are subcontracted, the Board has
concluded that there is no need for the Company to have
an internal audit function. Instead, the Directors obtain
information from key third party suppliers regarding
the controls operated by them. To enable the Board to
make an appropriate risk and control assessment, the
information and assurances sought from third parties
include the following:
details of the control environment;
identication and evaluation of risks and
control objectives;
assessment of the communication procedures; and
assessment of the control procedures.
SEC plc - Report and Financial Statements36
02 Governance Reports - Statement on Corporate Governance
The key procedures which have been established to
provide effective internal controls are as follows:
investment management is provided by Gresham House
Asset Management. The Board is responsible for the
implementation of the overall investment policy and
monitors the action of the Investment Manager at regular
meetings. The Audit Committee reviews compliance
reports from the Investment Manager on a twice-yearly
basis, and the Investment Manager’s compliance ocer
is available to attend the meeting if required;
the provision of administration, accounting and company
secretarial duties are the responsibility of Juniper
Partners Limited. The Audit Committee reviews the
report on controls from Juniper Partners Limited on
an annual basis;
J.P. Morgan Europe Limited act as depository and
J.P. Morgan Chase Bank N.A. act as custodian to the
Company. The Audit Committee reviews J.P. Morgan’s
internal controls report on an annual basis;
the duties of investment management, accounting
and custody of assets are segregated. The
procedures of the individual parties are designed to
complement one another;
the Directors of the Company clearly dene the duties
and responsibilities of their agents and advisers in the
terms of their contracts. The appointment of agents and
advisers is conducted by the Board after consideration
of the quality of the parties involved; the Board monitors
their ongoing performance and contractual agreements;
mandates for authorisation of investment transactions
and expense payments are set by the Board; and
the Board reviews detailed nancial information
produced by the Investment Manager and the Company
Secretary on a regular basis.
The Directors have carried out a review of the
effectiveness of the systems of internal control as they
have operated over the period and up to the date of
approval of the report and nancial statements. There
were no matters arising from this review that required
further investigation and no signicant failings or
weaknesses were identied.
SEC plc - Report and Financial Statements 37
02 Governance Reports - Statement on Corporate Governance
Audit Committee Report
I am pleased to present the Committee’s report to
shareholders for the year ended 30 June 2022. The
Committee comprises all directors of the Company,
including the Chairman of the Company to enable him to
remain fully informed of any issues that may arise. The
Committee met twice during the year. Attendance by each
Director is shown in the table on page 34.
The Committee’s main responsibilities are:
1. To review the half year and annual nancial
statements
The Committee considers whether the nancial
statements are fair, balanced and understandable.
In addition, consistency of accounting policies, key areas
of judgement, the clarity of disclosure and compliance with
accounting and listing requirements, the going concern
assumption, the viability statement, and the results of the
audit are all covered in the work of the Committee.
2. To review the risk management and
effectiveness of internal control policies
and procedures of the Company and its
service providers
The Committee reviews and considers the Company’s
statement on risk management and internal control
systems included in the nancial statements prior to
endorsement by the Board.
3. In relation to the external auditor:
to review and approve terms of the external auditor;
meet with the external auditor to discuss the outcomes
of their audit work;
liaise with the auditor in respect of their planning of their
work and engagement terms, including fees;
review auditor independence;
assess the effectiveness of the Auditor and
the audit process;
consider appropriateness and terms of any auditor
appointment in respect of any non-audit work;
monitor the requirements for rotation of the Auditor; and
make recommendations to the Board relating to
appointment and re-appointment.
4. Consider the need for an internal audit
function
The Board has concluded that there is no need for
an internal audit function owing to the nature of the
Company’s activities and the fact that most functions
are subcontracted.
The following matters were addressed by the Committee
during the period under review.
Risk Management and Effectiveness of
Internal Controls
The Committee conducted a robust review of the
effectiveness of the Company’s risk management and
internal control systems in February 2022, as part of
its consideration of the Annual Report and Financial
Statements for the year ended 30 June 2022. The review
included considering those risks that might threaten
the Company’s business model, future performance,
solvency or liquidity.
During the year the Committee has considered
thefollowing:
the appropriateness of the risk matrix of the Company;
the reports on the effectiveness of internal controls
and risk management systems of the principal service
providers to the Company; and
the quarterly reports from the Depository.
Following that process, the Committee then recommended
to the Board the endorsement of the statement on internal
control, as included in this Report on page 36.
SEC plc - Report and Financial Statements38
02 Governance Reports
Half Year and Annual Financial Statements
Both the Half-yearly Report for the period ended
31December 2021 and the Annual Report for the year
ended 30 June 2022 were reviewed in detail and in
line with the Committee’s responsibilities and formal
recommendations were made to the Board for approval.
The Committee considered the basis and reasonableness
of the valuation of the Company’s quoted investments, as
a signicant matter. The Committee also considered the
following other matters:
in discussion with the Auditor and the Investment
Manager, the calculation of the investment
management and performance fees payable to the
Investment Manager;
the prospects of the Company over the three year period
agreed by the Board when assessing the long-term
viability of the Company, and the appropriateness of
the statement from the Directors, as included in this
Annual Report; and
the use of the going concern principle in the preparation
of the nancial statements for the year ended 30 June
2022. The Committee considered evidence supporting
this principle and reviewed the statement on going
concern for endorsement by the Board.
Auditor
Under EU legislation (as it forms part of the domestic law
of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018, as amended from time to time)
quoted companies are required to tender the external
audit at least every ten years, and change auditor at least
every twenty years. The Committee last undertook an
audit tender process in December 2015 following which
KPMG LLP was appointed as auditor with effect from 17
February 2016 in respect of the nancial year ended 30
June 2016. Current audit regulations require the Company
to tender the external audit no later than for the year
ending 30 June 2026.
In accordance with professional and regulatory standards,
the audit director responsible for the audit is rotated at
least every ve years in order to protect independence and
objectivity and to provide fresh challenge to the business.
The year ended 30 June 2022 is the fourth year for which
the present audit director from KPMG, Gary Fensom, has
served as the senior statutory auditor.
KPMG LLP have conrmed their willingness to continue in
their oce as Auditor and a resolution proposing their re-
appointment will be submitted at the forthcoming Annual
General Meeting.
Independence, Objectivity and
Effectiveness of the Auditor
The Committee reviewed the independence and
objectivity of KPMG LLP as the Auditor in September
2022. The Committee had no grounds to question the
independence or objectivity of the audit rm, their director
or management. The Committee also considered the
performance of the Auditor by discussing separately
amongst themselves the appropriateness of KPMG LLP’s
approach to the audit, by detailed discussion with the Audit
Director at the Audit Committee meeting in September
2022 of the quality of their report to the Company, and
from their ability to assist the Committee in questions
raised. The Committee was satised with the performance
of the Auditor.
Audit Fees
The Audit Committee reviewed the audit plan and fees
presented by the Auditor and considered their report
on the annual nancial statements at a meeting of the
Committee attended by the Auditor. The fee for the
audit of the Annual Report and Financial Statements
for the year ended 30 June 2022 of £42,500 (excluding
VAT) was considered and approved by the Committee for
recommendation to the Board.
Non-audit Services
Any proposed non-audit services must be approved in
advance by the Audit Committee and will be reviewed
in light of statutory requirements to maintain the
Auditor’s independence.
No non-audit services were provided to the Company in the
year ending 30June 2022. The only fees paid to KPMG LLP
were in relation to the statutory audit as referred to above.
Re-appointment of the Auditor
Following this review, the Committee has no hesitation in
recommending KPMG LLP’s re-appointment as statutory
Auditor to the Company. A resolution to this effect will
therefore be put to shareholders at the forthcoming
Annual General Meeting to be held on 9 November 2022.
Josephine Dixon
Audit Committee Chairman
5 October 2022
SEC plc - Report and Financial Statements 39
02 Governance Reports - Audit Committee Report
Directors’ Remuneration Report
The Board has prepared this report in accordance with
Schedule 8 of The Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008.
An Ordinary resolution for the approval of this report
will be put to shareholders at the forthcoming Annual
General Meeting.
The law requires the Company’s Auditor to audit certain
disclosures provided. Where disclosures have been
audited, they are indicated as such. The Auditor’s opinion is
included in its report on pages 44 to 49.
Directors’ Remuneration Report
Statement from the Chairman
The Board presents the Directors’ Remuneration Report
for the year ended 30 June 2022, which has been prepared
in accordance with the Companies Act 2006.
The Board has resolved that, in view of the size of the
Board, it is most appropriate for matters of remuneration
to be dealt with by the Board as a whole. The Remuneration
Policy is set out on page 41.
During the year ended 30 June 2022, Directors’ annual fees
were set at a rate of £40,000 for the Chairman, £31,500 for
the Chairman of the Audit Committee and £27,500 for a
non-executive Director of the Company. Mr Locke received
an additional £3,000 for his work as the Company’s Deputy
Chairman. Following a review of the level of Directors’ fees
for the forthcoming year the Board concluded that the
amounts should remain the same.
There will be no change to the way the current approved
Remuneration Policy will be implemented in the course of
the next nancial year.
Your Company’s performance
The Company is required to include a performance graph
in this report comparing the Company’s total shareholder
return performance against that of a broad equity market
index. The Company is legally required to present a
performance comparison. However, comparison against
an index is not the objective of the Company. The following
graph compares the total shareholder return to the total
return on the FTSE Small Cap (ex investment Trusts) Total
Return Index. This index has been selected for comparison
of the Company’s performance for its generic qualities
as no listed index directly comparable to the Company’s
portfolio exists.
Change
2012 2014 2015201620172018 2019 2020 202120222013
Strategic Equity Capital - Share Price Total Return Index
FTSE Small Cap (ex Investment Trusts) - Total Return Index
Source: Refinitiv Datastream
0
50
100
150
200
250
300
350
400
450
Directors’ emoluments for the year ended
30June 2022 (audited)
The Directors who served in the year were paid the
following emoluments in the form of fees:
Year
ended
30 June
2022
£
Year
ended
30 June
2021
£
%
change
Average
annual
change in
employees’
pay
Richard Hills 40,000 36,800 8.7 N/A
William Barlow 27,500 25,250 8.9 N/A
Annie Coleman* 10,154 N/A N/A
Josephine Dixon 31,500 29,000 8.6 N/A
Richard Locke 30,500 25,250 20.8 N/A
David Morrison
19,132 N/A N/A
Total 139,654 135,432 3.1 N/A
† David Morrison retired from the Board on 30 March 2021.
* Annie Coleman was appointed to the Board on 14February 2022.
The above emoluments are of a xed nature with no
variable elements.
SEC plc - Report and Financial Statements40
02 Governance Reports
The table below contains the annual percentage change
in remuneration in the three nancial years prior to the
current year in respect of each Director:
Fee Rates
Year to
30 April
2020
Year to
30 April
2021
Year to
30 April
2022
Chair £36,800 £36,800 £40,000
+3.1% +0% +8.7%
Audit Chair £29,000 £29,000 £31,500
+3.2% +0% +8.6%
Deputy Chairman £30,500
+20.8%
Other directors £25,250 £25,250 £27,500
+3.1% +0% +8.9%
Relative importance of spend on pay
The table below, which is a statutory requirement, sets out,
in respect of the nancial year ended 30 June 2022 and the
preceding year:
a) the remuneration paid to Directors; and
b) the cash returned to shareholders by way of dividend.
Year
ended
30 June
2022
£
Year
ended
30 June
2021
£ Change
Total remuneration 139,654 135,432 +3.1%
Dividend paid 1,013,000 791,000 +28.1%
Directors’ interests (audited)
There is no requirement under the Company’s Articles of
Association, or their terms of appointment, for Directors to
hold shares in the Company.
The interests of the Directors and any connected persons
in the Ordinary shares of the Company are set out below:
30 June
2022
30 June
2021
Richard Hills 42,500 75,000
William Barlow 10,000 10,000
Annie Coleman 5,462
Josephine Dixon 20,000 20,000
Richard Locke* 30,000 30,000
* This interest is held jointly by Mr Locke and Mrs Mary Locke.
There have been no changes to any of the above holdings
between 30 June 2022 and the date of this report.
None of the Directors or any persons connected with them
had a material interest in the Companys transactions,
arrangements or agreements during the year.
Directors’ service contracts
None of the Directors has a contract of service with the
Company, nor has there been any contract or arrangement
between the Company and any Director at any time during
the year. The terms of their appointment provide that a
Director shall retire and be subject to election at the rst
Annual General Meeting after their appointment, and
every year thereafter. Directors are not entitled to any
termination payments in relation to their appointment.
The Directors have committed to standing for annual re-
election in the interests of good corporate governance.
SEC plc - Report and Financial Statements 41
02 Governance Reports - Directors’ Remuneration Report
Directors’ Remuneration Policy
An ordinary resolution to approve this Remuneration
Policy is put to a shareholdersvote at least once every
three years and in any year if there is to be a change in the
Directors’ Remuneration Policy.
The Company follows the recommendation of the AIC
Code that Directors’ remuneration should reect their
duties, responsibilities and the value of their time spent
on the Company’s affairs. The Board’s policy is that the
remuneration of non-executive Directors should reect
the experience of the Board as a whole, be fair and
comparable to that of other investment trusts that are
similar in size, have a similar capital structure and have a
similar investment objective.
Any views expressed by shareholders on the fees being
paid to Directors will be taken into consideration by the
Board when reviewing the Directors’ Remuneration Policy
and in the annual review of Directors’ fees.
The fees of the non-executive Directors are determined
within the limits set out in the Company’s Articles of
Association. The Articles provide that the aggregate
limit for Director’s fees in any one year is £200,000.
Approval by shareholders would be required to increase
that limit. The Directors are not eligible for bonuses,
pension benets, share options, long-term incentive
schemes or other benets as the Board does not
consider it to be appropriate at this time. There are no
performance conditions attached to the remuneration
of the Directors as the Board does not consider such
arrangements or benets necessary or appropriate for
non-executive directors.
It is intended that the Company’s policy when determining
the duration of notice periods and termination payments
under the Directors’ letters of appointment will be based
on prevailing best practice guidelines. Under the Directors
letters of appointment, there is no notice period and no
compensation is payable to a Director on leaving oce.
Statement of voting at the last Annual
General Meeting
The Directors’ Remuneration Report for the year ended
30 June 2021 was approved by shareholders at the Annual
General Meeting held on 10 November 2021. The votes cast
by proxy were as follows:
Directors’ Remuneration
Report
Number of
votes
% of votes
cast
For 43,864,576 99.51
Against 217,032 0.49
At Chairman’s discretion
Total votes cast 44,081,608 100.00
Number of votes withheld 33,191
The Directors’ Remuneration Policy was approved by
shareholders at the Annual General Meeting held on
10November 2021, and will next be put to shareholders
at the Annual General Meeting in 2024. The votes cast by
proxy on 10 November 2021 were as follows:
Directors’ Remuneration
Policy
Number of
votes
% of votes
cast
For 41,795,276 99.97
Against 12,032 0.03
At Chairman’s discretion
Total votes cast 41,807,308 100.00
Number of votes withheld 33,191
Approval
The Directors’ Remuneration Report was approved by the
Board of Directors on 5 October 2022 and signed on its
behalf by the Chairman.
Richard Hills
Chairman
5 October 2022
SEC plc - Report and Financial Statements42
02 Governance Reports - Directors’ Remuneration Report
Statement of Directors’ Responsibilities in respect of
the Report and Financial Statements
The Directors are responsible for preparing the Annual
Report and Financial Statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare nancial
statements for each nancial year. Under that law they
are required to prepare the nancial statements in
accordance with UK-adopted international accounting
standards in conformity with the requirements of the
Companies Act 2006.
Under company law the Directors must not approve
the nancial statements unless they are satised that
they give a true and fair view of the state of affairs of
the Company and of its prot or loss for that period.
In preparing these nancial statements, the Directors
are required to:
select suitable accounting policies and then apply
them consistently;
make judgements and estimates that are reasonable,
relevant and reliable;
state whether they have been prepared in accordance
with UK-adopted international accounting standards;
assess the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern; and
use the going concern basis of accounting unless they
either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate
accounting records that are sucient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the nancial position of the Company
and enable them to ensure that its nancial statements
comply with the Companies Act 2006. They are responsible
for such internal control as they determine is necessary
to enable the preparation of nancial statements that are
free from material misstatement, whether due to fraud
or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the
assets of the Company and to prevent and detect fraud and
otherirregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Report and
Corporate Governance Statement that complies with that
law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and nancial information
included on the company’s website. Legislation in
the UK governing the preparation and dissemination
of nancial statements may differ from legislation in
other jurisdictions.
Responsibility statement of the
Directors in respect of the Annual
Financial Report
We conrm that to the best of our knowledge:
the nancial statements, prepared in accordance with
the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, nancial position
and prot or loss of the Company; and
the Strategic Report includes a fair review of the
development and performance of the business and the
position of the issuer, together with a description of the
principal risks and uncertainties that it faces.
We consider the Annual Report and accounts, taken as a
whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess
the Company’s position and performance, business
model and strategy.
For and on behalf of the Board
Richard Hills
Chairman
5 October 2022
SEC plc - Report and Financial Statements 43
02 Governance Reports
Independent auditors report
to the members of Strategic Equity Capital plc
1. Our opinion is unmodied
We have audited the nancial statements of Strategic
Equity Capital plc. (the Company) for the year ended
30 June 2022 which comprise the Statement of
Comprehensive Income, Balance Sheet, Statement of
Changes in Equity, Statement of Cash Flows and the
related notes, including the accounting policies in note 1.
In our opinion the nancial statements:
give a true and fair view of the state of the Company’s
affairs as at 30 June 2022 and of its return for the
year then ended;
have been properly prepared in accordance with
international accounting standards in conformity with
the requirements of the Companies Act 2006; and
have been prepared in accordance with the requirements
of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities are described below. We believe
that the audit evidence we have obtained is a sucient
and appropriate basis for our opinion. Our audit opinion is
consistent with our report to the audit committee.
We were rst appointed as auditor by the Directors
on 17 February 2016. The period of total uninterrupted
engagement is for the seven nancial periods ended 30
June 2022. We have fullled our ethical responsibilities
under, and we remain independent of the Company in
accordance with, UK ethical requirements including
the FRC Ethical Standard as applied to listed public
interest entities. No non-audit services prohibited by that
standard were provided.
Overview
Materiality: £1.7m (2021: £2.2m)
Financial statements
as a whole 1% (2021: 1%) of Total Assets
Key audit matters vs 2021
Recurring risks
Carrying amount of
quoted investments 
2. Key audit matters: including
our assessment of risks of
material misstatement
Key audit matters are those matters that, in our
professional judgement, were of most signicance in the
audit of the nancial statements and include the most
signicant assessed risks of material misstatement
(whether or not due to fraud) identied by us, including
those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team. We
summarise below the key audit matter, (unchanged from
2021), in arriving at our audit opinion above, together with
our key audit procedures to address this matter and, as
required for public interest entities, our results from those
procedures. This matter was addressed, and our results
are based on procedures undertaken, in the context of,
and solely for the purpose of, our audit of the nancial
statements as a whole, and in forming our opinion thereon,
and consequently are incidental to that opinion, and we do
not provide a separate opinion on this matter.
SEC plc - Report and Financial Statements44
02 Governance Reports
The risk Our response
Carrying amount of quoted
investments
(£160.0 million; 2021: £215.8
million)
Refer to pages 38 and 39 (Audit
Committee Report), page 55
(accounting policy) and note
8 on pages 60 to 62
disclosures).
Low risk, high value:
The Companys portfolio of level 1 quoted
investments makes up 90.3% (2021: 96.4%)
of the Company’s total assets (by value) and
is one of the key drivers of results.
We do not consider these investments to be
at a high risk of signicant misstatement,
or to be subject to a signicant level of
judgement because they comprise liquid,
quoted investments.
However, due to their materiality in the
context of the nancial statements as a whole,
they are considered to be one of the areas
which had the greatest effect on our overall
audit strategy and allocation of resources in
planning and completing our audit.
We performed the tests below rather than
seeking to rely on the Company’s controls,
because the nature of the balance is
such that we would expect to obtain audit
evidence primarily through the detailed
procedures described below.
Our procedures included:
Tests of detail: Agreeing the valuation of
100% of level 1 quoted investments in the
portfolio to externally quoted prices; and
Enquiry of custodians: Agreeing 100%
of level 1 quoted investment holdings
in the portfolio to independently
received third party conrmations from
investment custodians.
Our results
We found the carrying amount of level
1 quoted investments to be acceptable
(2021: acceptable).
3. Our application of materiality and an
overview of the scope of our audit
Materiality for the nancial statements as a whole
was set at £1.7m (2021: £2.2m), determined with
reference to a benchmark of total assets, of which it
represents 1% (2021: 1%).
In line with our audit methodology, our procedures
on individual account balances and disclosures were
performed to a lower threshold, performance materiality,
so as to reduce to an acceptable level the risk that
individually immaterial misstatements in individual
account balances add up to a material amount across the
nancial statements as a whole. Performance materiality
was set at 75% (2021: 75%) of materiality for the nancial
statements as a whole, which equates to £1.3m (2021:
£1.7m). We applied this percentage in our determination of
performance materiality because we did not identify any
factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected
or uncorrected identied misstatements exceeding £88k
(2021: £110k), in addition to other identied misstatements
that warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the
materiality level specied above and was performed by a
single audit team.
The scope of the audit work performed was fully
substantive as we did not rely upon the Company’s internal
control over nancial reporting.
Total Assets
£177.2m (2021: £223.8m)
Materiality
£1.7m (2021: £2.2m)
£1.7m
(2021: £2.2m)
£1.3m
£88k
statements materiality
Whole nancial
Performance materiality
(2021: £1.7m)
Misstatements reported to
the audi committee (2021:
£110k)
Total assets
Materiality
SEC plc - Report and Financial Statements 45
02 Governance Reports - Independent Auditors Report
4. Going concern
The Directors have prepared the nancial statements on
the going concern basis as they do not intend to liquidate
the Company or to cease its operations, and as they
have concluded that the Company’s nancial position
means that this is realistic. They have also concluded that
there are no material uncertainties that could have cast
signicant doubt over its ability to continue as a going
concern for at least a year from the date of approval of the
nancial statements (“the going concern period).
We used our knowledge of the Company, its industry, and
the general economic environment to identify the inherent
risks to its business model and analysed how those risks
might affect the Company’s nancial resources or ability
to continue operations over the going concern period. The
risks that we considered most likely to adversely affect the
Company’s available nancial resources and its ability to
operate over this period were:
the impact of a signicant reduction in the valuation
of investments;
the liquidity of the investment portfolio and its ability
to meet the liabilities of the Company as and when
they fall due; and
the operational resilience of key service organisations.
We considered whether these risks could plausibly affect
the liquidity in the going concern period by assessing the
degree of downside assumption that, individually and
collectively, could result in a liquidity issue, taking into
account the Company’s liquid investment position.
We considered whether the going concern disclosure in
note 1 to the nancial statements gives a full and accurate
description of the Directors’ assessment of going concern,
including the identied risks and related sensitivities.
Our conclusions based on this work:
We consider that the Directors’ use of the going concern
basis of accounting in the preparation of the nancial
statements is appropriate;
We have not identied, and concur with the Directors
assessment that there is not, a material uncertainty
related to events or conditions that, individually or
collectively, may cast signicant doubt on the Company’s
ability to continue as a going concern for the going
concern period;
We have nothing material to add or draw attention to
in relation to the Directors’ statement in note 1 to the
nancial statements on the use of the going concern
basis of accounting with no material uncertainties that
may cast signicant doubt over the Company’s use of
that basis for the going concern period, and we found the
going concern disclosure in note 1 to be acceptable; and
The related statement under the Listing Rules set out
on page 20 is materially consistent with the nancial
statements and our audit knowledge.
However, as we cannot predict all future events or
conditions and as subsequent events may result in
outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the above
conclusions are not a guarantee that the Company will
continue in operation.
5. Fraud and breaches of laws and
regulations – ability to detect
Identifying and responding to risks of material
misstatement due to fraud
To identify risks of material misstatement due to fraud
(“fraud risks) we assessed events or conditions that
could indicate an incentive or pressure to commit fraud
or provide an opportunity to commit fraud. Our risk
assessment procedures included:
enquiring of Directors as to the Company’s high-level
policies and procedures to prevent and detect fraud,
as well as whether they have knowledge of any actual,
suspected or alleged fraud;
assessing the segregation of duties in place between
the Directors, the Administrator and the Company’s
Investment Manager; and
reading Board and Audit Committee minutes.
We communicated identied fraud risks throughout the
audit team and remained alert to any indications of fraud
throughout the audit.
As required by auditing standards, we perform procedures
to address the risk of management override of controls, in
particular to the risk that management may be in a position
to make inappropriate accounting entries. We evaluated
the design and implementation of the controls over journal
entries and other adjustments and made inquiries of the
Administrator about inappropriate or unusual activity
relating to the processing of journal entries and other
adjustments. Based on the results of our risk assessment
procedures and understanding of the process, including
the segregation of duties between the Directors and the
Administrator, no high-risk journals or other adjustments
were identied
On this audit we do not believe there is a fraud risk related
to revenue recognition because the revenue is non-
judgemental and straightforward, with limited opportunity
for manipulation.
We did not identify any additional fraud risks.
SEC plc - Report and Financial Statements46
02 Governance Reports - Independent Auditors Report
Identifying and responding to risks of material
misstatement due to non-compliance with laws
and regulations
We identied areas of laws and regulations that could
reasonably be expected to have a material effect on
the nancial statements from our general commercial
and sector experience and through discussion with
the Directors, the Investment Manager and the
Administrator (as required by auditing standards) and
discussed with the Directors the policies and procedures
regarding compliance with laws and regulations. As the
Company is regulated, our assessment of risks involved
gaining an understanding of the control environment
including the entity’s procedures for complying with
regulatory requirements.
The potential effect of these laws and regulations on the
nancial statements varies considerably.
Firstly, the Company is subject to laws and regulations
that directly affect the nancial statements including
nancial reporting legislation (including related companies
legislation), distributable prots legislation, and its
qualication as an Investment Trust under UK taxation
legislation, any breach of which could lead to the Company
losing various deductions and exemptions from UK
corporation tax, and we assessed the extent of compliance
with these laws and regulations as part of our procedures
on the related nancial statement items.
We assessed the legality of the distributions made by the
Company in the period based on comparing the dividends
paid to the distributable reserves prior to each distribution,
including consideration of accounts led during the year.
Secondly, the Company is subject to many other laws
and regulations where the consequences of non-
compliance could have a material effect on amounts
or disclosures in the nancial statements, for instance
through the imposition of nes or litigation. We identied
the following areas as those most likely to have such an
effect: money laundering, data protection, bribery and
corruption legislation and certain aspects of company
legislation recognising the nancial and regulated nature
of the Company’s activities and its legal form. Auditing
standards limit the required audit procedures to identify
non-compliance with these laws and regulations to enquiry
of the Directors and the Administrator and inspection of
regulatory and legal correspondence, if any. Therefore if
a breach of operational regulations is not disclosed to us
or evident from relevant correspondence, an audit will not
detect that breach.
Context of the ability of the audit to detect fraud
or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some
material misstatements in the nancial statements, even
though we have properly planned and performed our audit
in accordance with auditing standards. For example,
the further removed non- compliance with laws and
regulations is from the events and transactions reected
in the nancial statements, the less likely the inherently
limited procedures required by auditing standards
would identify it.
In addition, as with any audit, there remained a higher risk
of non-detection of fraud, as these may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal controls. Our audit procedures are
designed to detect material misstatement. We are not
responsible for preventing non-compliance or fraud and
cannot be expected to detect non- compliance with all
laws and regulations.
6. We have nothing to report
on the other information in
the Annual Report
The Directors are responsible for the other information
presented in the Annual Report together with the nancial
statements. Our opinion on the nancial statements does
not cover the other information and, accordingly, we do
not express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether, based on our nancial
statements audit work, the information therein is
materially misstated or inconsistent with the nancial
statements or our audit knowledge. Based solely on that
work we have not identied material misstatements in the
other information.
Strategic report and Directors’ report
Based solely on our work on the other information:
we have not identied material misstatements in the
strategic report and the Directors’ report;
in our opinion the information given in those reports
for the nancial year is consistent with the nancial
statements; and
in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
SEC plc - Report and Financial Statements 47
02 Governance Reports - Independent Auditors Report
Directors’ Remuneration Report
In our opinion the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and
longer-term viability
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors
disclosures in respect of emerging and principal risks and
the viability statement, and the nancial statements and
our audit knowledge.
Based on those procedures, we have nothing material to
add or draw attention to in relation to:
the Directors’ conrmation within the Viability
Statement on page 20 that they have carried out a
robust assessment of the emerging and principal
risks facing the Company, including those that would
threaten its business model, future performance,
solvency and liquidity;
the Principal and Emerging Risks disclosures
describing these risks and how emerging risks are
identied, and explaining how they are being managed
and mitigated; and
the Directors’ explanation in the Viability Statement
of how they have assessed the prospects of the
Company, over what period they have done so and why
they considered that period to be appropriate, and
their statement as to whether they have a reasonable
expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due
over the period of their assessment, including any
related disclosures drawing attention to any necessary
qualications or assumptions.
We are also required to review the Viability Statement, set
out on page 20 under the Listing Rules. Based on the above
procedures, we have concluded that the above disclosures
are materially consistent with the nancial statements and
our audit knowledge.
Our work is limited to assessing these matters in the
context of only the knowledge acquired during our nancial
statements audit. As we cannot predict all future events
or conditions and as subsequent events may result in
outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the absence of
anything to report on these statements is not a guarantee
as to the Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors
corporate governance disclosures and the nancial
statements and our audit knowledge.
Based on those procedures, we have concluded that each
of the following is materially consistent with the nancial
statements and our audit knowledge:
the Directors’ statement that they consider that the
annual report and nancial statements taken as a whole
is fair, balanced and understandable, and provides
the information necessary for shareholders to assess
the Company’s position and performance, business
model and strategy;
the section of the annual report describing the work
of the Audit Committee, including the signicant
issues that the audit committee considered in relation
to the nancial statements, and how these issues
were addressed; and
the section of the annual report that describes the
review of the effectiveness of the Company’s risk
management and internal control systems.
We are required to review the part of Corporate
Governance Statement relating to the Company’s
compliance with the provisions of the UK Corporate
Governance Code specied by the Listing Rules for our
review. We have nothing to report in this respect.
7. We have nothing to report on the
other matters on which we are
required to report by exception
Under the Companies Act 2006, we are required to report
to you if, in our opinion:
adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; or
the nancial statements and the part of the Directors
Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
certain disclosures of Directors’ remuneration specied
by law are not made; or
we have not received all the information and
explanations we require for our audit.
We have nothing to report in these respects.
SEC plc - Report and Financial Statements48
02 Governance Reports - Independent Auditors Report
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on
page43, the Directors are responsible for: the preparation
of the nancial statements including being satised that
they give a true and fair view; such internal control as
they determine is necessary to enable the preparation
of nancial statements that are free from material
misstatement, whether due to fraud or error; 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
they either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditors responsibilities
Our objectives are to obtain reasonable assurance about
whether the nancial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue our opinion in an auditor’s report. Reasonable
assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in aggregate,
they could reasonably be expected to inuence the
economic decisions of users taken on the basis of the
nancial statements.
A fuller description of our responsibilities is
provided on the FRCs website at: www.frc.org.uk/
auditorsresponsibilities.
9. The purpose of our audit work and
to whom we owe our responsibilities
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Company’s members
those matters we are required to state to them in an
auditor’s 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 and the
Company’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Gary Fensom (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EG
5 October 2022
SEC plc - Report and Financial Statements 49
02 Governance Reports - Independent Auditors Report
Statement of Comprehensive Income
for the year ended 30 June 2022
Year ended 30 June 2022 Year ended 30 June 2021
Note
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Investments
(Losses)/gains on investments held at fair
value through prot or loss 8 (21,776) (21,776) 69,767 69,767
(21,776) (21,776) 69,767 69,767
Income
Dividends 2 4,173 4,173 2,382 2,382
Interest 2 6 6 1 1
Total income 4,179 4,179 2,383 2,383
Expenses
Investment Manager’s fee 3 (1,564) (1,564) (894) (894)
Other expenses 4 (1,128) (1,128) (643) (643)
Total expenses (2,692) (2,692) (1,537) (1,537)
Net return before taxation 1,487 (21,776) (20,289) 846 69,767 70,613
Taxation 5
Net return and total comprehensive income
for the year 1,487 (21,776) (20,289) 846 69,767 70,613
pence pence pence pence pence pence
Return per Ordinary share 7 2.43 (35.53) (33.10) 1.34 110.22 111.56
The total column of this statement represents the Statement of Comprehensive Income prepared in accordance with
IFRS. The supplementary revenue and capital return columns are both prepared under guidance published by the AIC.
All items in the above statement derive from continuing operations. No operations were acquired or discontinued
during the year.
The notes on pages
54 to 68 form part of these nancial statements.
SEC plc - Report and Financial Statements50
03 Financial Statements
Statement of Changes in Equity
for the year ended 30 June 2022
Note
Share
capital
£’000
Share
premium
account
£’000
Special
reserve
£’000
Capital
reserve
£’000
Capital
redemption
reserve
£’000
Revenue
reserve
£’000
Total
£’000
For the year ended 30 June 2022
1 July 2021 6,986 31,737 24,567 154,126 2,264 1,889 221,569
Net return and total
comprehensive
income for the year (21,776) 1,487 (20,289)
Dividends paid 6 (1,013) (1,013)
Share buy-backs (633) (20,437) (4,800) 633 (25,237)
30 June 2022 6,353 11,300 19,767 132,350 2,897 2,363 175,030
For the year ended 30 June 2021
1 July 2020 6,986 31,737 24,567 84,359 2,264 1,834 151,747
Net return and total
comprehensive
income for the year 69,767 846 70,613
Dividends paid 6 (791) (791)
30 June 2021 6,986 31,737 24,567 154,126 2,264 1,889 221,569
All prots are attributable to the equity owners of the Company and there are no minority interests.
The notes on pages 54 to 68 form part of these nancial statements.
SEC plc - Report and Financial Statements 51
03 Financial Statements
Balance Sheet
as at 30 June 2022
Note
30 June
2022
£’000
30 June
2021
£’000
Non-current assets
Investments held at fair value through prot or loss 8 159,950 215,756
Current assets
Trade and other receivables 10 885 423
Cash and cash equivalents 14 16,363 7,580
17,248 8,003
Total assets 17 7,198 223,759
Current liabilities
Trade and other payables 11 (2,168) (2,190)
Net assets 175,030 221,569
Capital and reserves
Share capital 12 6,353 6,986
Share premium account 13 11,300 31,737
Special reserve 13 19,767 24,567
Capital reserve 13 132,350 154,126
Capital redemption reserve 13 2,897 2,264
Revenue reserve 13 2,363 1,889
Total shareholders’ equity 175,030 221,569
pence pence
Net asset value per share 15 316.21 350.05
number number
Ordinary shares in issue 12 55,352,088 63,296,844
The nancial statements were approved by the Board of Directors of Strategic Equity Capital plc on
5 October 2022.
They were signed on its behalf by
Richard Hills
Chairman
5 October 2022
Company Number: 05448627
The notes on pages 54 to 68 form part of these nancial statements.
SEC plc - Report and Financial Statements52
03 Financial Statements
Statement of Cash Flows
for the year ended 30 June 2022
Note
Year ended
30 June
2022
£’000
Year ended
30 June
2021
£’000
Operating activities
Net return before taxation (20,289) 70,613
Adjustment for losses/(gains) on investments 21,776 (69,767)
Operating cash ows before movements in working capital 1,487 846
Increase in receivables (219) (368)
(Decrease)/increase in payables (19) 366
Purchases of portfolio investments (36,443) (61,324)
Sales of portfolio investments 70,129 54,950
Net cash ow from operating activities 34,935 (5,530)
Financing activities
Equity dividend paid 6 (1,013) (791)
Shares bought back in the year (25,139)
Net cash ow from nancing activities (26,152) (791)
Increase/(decrease) in cash and cash equivalents for year 8,783 (6,321)
Cash and cash equivalents at start of year 7,580 13,901
Cash and cash equivalents at 30 June 14 16,363 7,580
The notes on pages 54 to 68 form part of these nancial statements.
SEC plc - Report and Financial Statements 53
03 Financial Statements
Notes to the Financial Statements
1.1 Corporate information
Strategic Equity Capital plc is a public limited company incorporated and domiciled in the United Kingdom and registered
in England and Wales under the Companies Act 2006 whose shares are publicly traded. The Company is an investment
company as dened by Section 833 of the Companies Act 2006.
The Company carries on business as an investment trust within the meaning of Sections 1158/1159 of the UK
Corporation Tax Act 2010.
The nancial statements of Strategic Equity Capital plc for the year ended 30 June 2022 were authorised for issue in
accordance with a resolution of the Directors on 5 October 2022.
1.2 Basis of preparation and statement of compliance
The nancial statements of the Company have been prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006, and reect the following policies which have been adopted
and applied consistently. Where presentational guidance set out in the Statement of Recommended Practice (“SORP)
for investment trusts issued by the AIC in February 2019 is consistent with the requirements of IFRS, the Directors have
sought to prepare nancial statements on a basis compliant with the recommendations of the SORP.
The nancial statements of the Company have been prepared on a going concern basis.
The Directors performed an assessment of the Company’s ability to meet its liabilities as they fall due. In performing this
assessment, the Directors took into consideration:
cash and cash equivalents balances and the portfolio of readily realisable securities which can be used to meet short-
term funding commitments;
the ability of the Company to meet all of its liabilities and ongoing expenses from its assets;
revenue and operating cost forecasts for the forthcoming year;
the ability of third-party service providers to continue to provide services; and
potential downside scenarios including stress testing the Company’s portfolio for a 25% fall in the value of the
investment portfolio; a 50% fall in dividend income and a buy-back of 9% of the Company’s Ordinary share capital, the
impact of which would leave the Company with a positive cash position.
Based on this assessment, the Directors are condent that the Company will have sucient funds to continue to meet its
liabilities as they fall due for at least 12 months from the date of approval of the nancial statements, and therefore have
prepared the nancial statements on a going concern basis.
Convention
The nancial statements are presented in Sterling, being the currency of the Primary Economic Environment in which the
Company operates, rounded to the nearest thousand, unless otherwise stated to the nearest one pound.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business.
As such, no segmental reporting disclosure has been included in the nancial statements.
SEC plc - Report and Financial Statements54
03 Financial Statements
1.3 Accounting policies
Investments
All investments held by the Company are classied as “fair value through prot or loss”. As the Company’s business is
investing in nancial assets with a view to proting from their total return in the form of interest, dividends or increase
in fair value, quoted equities, unquoted equities and xed income securities are designated as fair value through prot
or loss on initial recognition. The Company manages and evaluates the performance of these investments on a fair value
basis in accordance with its investment strategy. Investments are initially recognised at cost, being the fair value of
the consideration.
After initial recognition, investments are measured at fair value, with movements in fair value of investments and
impairment of investments recognised in the Statement of Comprehensive Income and allocated to the capital column.
For investments actively traded in organised nancial markets, fair value is generally determined by reference to
Stock Exchange quoted market bid prices at the close of business on the Balance Sheet date, without adjustment for
transaction costs necessary to realise the asset.
Trade date accounting
All “regular way” purchases and sales of nancial assets are recognised on the “trade date” i.e. the day that the Company
commits to purchase or sell the asset. Regular way purchases, or sales, are purchases or sales of nancial assets that
require delivery of the asset within a time frame generally established by regulation or convention in the market place.
Income
Dividends receivable on quoted equity shares are taken into account on the ex-dividend date. Where no ex-dividend date
is quoted, they are brought into account when the Company’s right to receive payment is established. Other investment
income and interest receivable are included in the nancial statements on an accruals basis. Dividends receivable from
UK and overseas registered companies are accounted for on a gross basis. Where withholding tax is paid, the amount will
be recognised in the revenue column of the Statement of Comprehensive Income as part of the tax expense and deemed
as irrecoverable. For dividends which are of a capital nature, they are recognised in the capital column of the Statement
of Comprehensive Income. Income on xed income securities is recognised on a time apportionment basis, using the
effective interest rate method, from the date of purchase.
Expenses
All expenses are accounted for on an accruals basis. The Company’s investment management, administration fees, and
all other expenses are charged through the Statement of Comprehensive Income. These expenses are allocated 100% to
the revenue column of the Statement of Comprehensive Income. The Investment Manager’s performance fee is allocated
100% to the capital column of the Statement of Comprehensive Income. In the opinion of the Directors the fee is awarded
entirely for the capital performance of the portfolio.
Cash and cash equivalents
Cash and cash equivalents which are held to maturity are carried at fair value. Cash and cash equivalents are dened as
cash in hand, demand deposits and short-term, highly liquid investments readily convertible to known amounts of cash
and subject to insignicant risk of changes in value.
SEC plc - Report and Financial Statements 55
03 Financial Statements - Notes to the Financial Statements
Taxation
Income tax on the prot or loss for the year comprises current and deferred tax. Income tax is recognised in the
Statement of Comprehensive Income except to the extent that it relates to items recognised directly in equity, in which
case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the Balance Sheet date, and any adjustment to tax payable in respect of previous years. The tax effect of
different items of expenditure is allocated between the revenue and capital columns of the Statement of Comprehensive
Income on the same basis as the particular item to which it relates, using the Company’s effective rate of tax.
Deferred income tax is provided on all temporary differences at the Balance Sheet date between the tax basis of assets
and liabilities and their carrying amount for nancial reporting purposes. Deferred income tax liabilities are measured
on an undiscounted basis at the tax rates that are expected to apply to the year when the liability is settled, based on
tax rates (and tax laws) that have been enacted or substantively enacted at the Balance Sheet date. Deferred tax assets
are recognised to the extent that it is probable that taxable prots will be available against which deductible temporary
differences can be utilised.
Dividends payable to shareholders
Dividends to shareholders are recognised as a deduction from equity in the year in which they have been declared
and approved by the shareholders. The nal dividend is proposed by the Board and is not declared until approved by
the shareholders at the Annual General Meeting following the year end. Dividends are charged to the Statement of
Changes in Equity.
Share issues and related accounts
Incremental costs directly attributable to the issuance of shares are recognised as a deduction from share premium
arising from the transactions.
Share buy-backs
Shares which are repurchased are recognised as a deduction from special reserve and are either classied as Treasury
shares or are cancelled.
Foreign currency transactions
The currency of the Primary Economic Environment in which the Company operates is Sterling which is also the
presentational currency. Transactions denominated in foreign currencies are translated into Sterling at the rates of
exchange ruling at the date of the transaction.
Investments and other monetary assets and liabilities are converted to Sterling at the rates of exchange ruling at the
Balance Sheet date. Exchange gains and losses relating to investments and other monetary assets and liabilities are
taken to the capital column of the Statement of Comprehensive Income.
Accounting estimates and judgements
The preparation of nancial statements requires the Company to make estimates and judgements that affect items
reported in the Balance Sheet and Statement of Comprehensive Income at the date of the nancial statements. Although
the estimates are based on best knowledge of current facts, circumstances, and, to some extent, future events and
actions, the Company’s actual results may ultimately differ from those estimates, possibly signicantly. The Directors
do not believe that any accounting judgements or estimates have been applied to these nancial statements that
have a signicant risk of causing material adjustment to the carrying amount of assets and liabilities within the next
nancial year.
SEC plc - Report and Financial Statements56
03 Financial Statements - Notes to the Financial Statements
Reserves
Share premium account. The share premium represents the difference between the nominal value of new Ordinary
shares issued and the consideration the Company receives for these shares.
Special reserve. Created from the Court cancellation of the share premium account which had arisen from premiums
paid on the Ordinary shares. The reserve is distributable and its function is to fund any share buy-backs by the Company.
Capital reserve. Gains and losses on the realisation of investments, realised exchange differences of a capital nature and
returns of capital are accounted for in this reserve. Increases and decreases in the valuation of investments held at the
year end, and unrealised exchange differences of a capital nature are also accounted for in this reserve.
Capital redemption reserve. The nominal value of Ordinary shares bought back and cancelled are transferred to the
capital redemption reserve.
Revenue reserve. Any surplus/decit arising from the revenue prot/loss for the year is taken to/from this reserve.
The Special reserve and Revenue reserve represent the amount of the Company’s distributable reserves.
1.4 Adoption of New and Revised accounting standards
The Directors conrm that none of the following newly effective standards have materially affected the Company’s
nancial statements:-
Standard Effective date
Amendments to IAS 16 – Proceeds before Intended Use 1 January 2022
Amendments to IAS 37 – Onerous Contracts 1 January 2022
Amendments to IAS 39, IFRS 4, 7, 9 and 16 – Interest Rate Benchmark Reform (Phase 2) 1 January 2021
Amendments to IAS 41, IFRS 1, 9 and 16 – Annual Improvements 2018-20 Cycle 1 January 2022
Amendments to IFRS 3 – Reference to Conceptual Framework 1 January 2022
Amendments to IFRS 16 – Covid-19 Related Rent 1 April 2021
The Directors do not anticipate the adoption of the following standards will have a material impact on the Company’s
nancial statements:
Standard Effective date
Amendments to IAS 1 – Disclosure of Accounting Policies 1 January 2023
Amendments to IAS 8- Denition of Accounting Estimates 1 January 2023
Amendments to IFRS 4 – Extension of IFRS 9 Deferral 1 January 2023
Amendments to IFRS 17 – Insurance Contracts 1 January 2023
SEC plc - Report and Financial Statements 57
03 Financial Statements - Notes to the Financial Statements
2 Income
Year ended 30 June 2022 Year ended 30 June 2021
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Income from investments
UK dividend income 4,173 4,173 2,382 2,382
4,173 4,173 2,382 2,382
Other operating income
Liquidity interest 6 6 1 1
4,179 4,179 2,383 2,383
3 Investment Managers fee
Year ended 30 June 2022 Year ended 30 June 2021
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Management fee 1,564 1,564 894 894
1,564 1,564 894 894
A basic management fee was payable to the Investment Manager at an annual rate of 0.75% of the NAV of the Company.
The basic management fee accrues daily and is payable quarterly in arrears. The Investment Manager is also entitled to a
performance fee, details of which are given in the Report of the Directors on page 29. There was no performance fee due
for the year ended 30 June 2022 (2021: none).
4 Other expenses
Year ended 30 June 2022 Year ended 30 June 2021
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Secretarial services 153 153 148 148
Auditors’ remuneration for:
Audit services* 43 43 35 35
Directors’ remuneration 140 140 135 135
Other expenses
792 792 325 325
1,128 1,128 643 643
All expenses include VAT where applicable, apart from audit services which is shown net.
* No non-audit fees were incurred during the year.
Other expenses include £412,000 of costs in relation to the Company’s General Meeting and Circular to approve the various proposals outlined in
the 9February 2022 Stock Exchange announcement (2021: £63,000 in relation to the Company’s General Meeting requisition).
SEC plc - Report and Financial Statements58
03 Financial Statements - Notes to the Financial Statements
5 Taxation
Year ended 30 June 2022 Year ended 30 June 2021
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Corporation tax at 19.00% (2021: 19.00%)
The Company is subject to corporation tax at 19.00%. As at 30 June 2022 the total current taxation charge in the
Company’s revenue account is lower than the standard rate of corporation tax in the UK. The differences are
explained below:
Year ended 30 June 2022 Year ended 30 June 2021
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Net return on ordinary activities before
taxation 1,487 (21,776) (20,289) 846 69,767 70,613
Theoretical tax at UK corporation tax rate
of 19.00% (2021: 19.00%) 283 (4,137) (3,854) 161 13,256 13,417
Effects of:
– UK dividends that are not taxable (793) (793) (453) (453)
– Unrelieved expenses 510 510 292 292
– Non-taxable investment losses/(gains) 4,137 4,137 (13,256) (13,256)
Factors that may affect future tax charges
At 30 June 2022, the Company had no unprovided deferred tax liabilities (2021: £nil). At that date, based on current
estimates and including the accumulation of net allowable losses, the Company had unrelieved losses of £28,560,000
(2021: £25,873,000) that are available to offset future taxable revenue. A deferred tax asset of £7,141,000 (2021:
£6,468,342) has not been recognised because the Company is not expected to generate sucient taxable income
in future periods in excess of the available deductible expenses and accordingly, the Company is unlikely to be able
to reduce future tax liabilities through the use of existing surplus losses. The potential deferred tax asset has been
calculated using a corporation tax rate of 25% (2021: 25%).
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.
On 23 September 2022, the Chancellor of the Exchequer announced that the UK corporation tax rate will remain at 19%
from 1 April 2023, reversing the previously enacted measure to increase the rate to 25%. This reversal in the tax rate from
1 April 2023 has not been enacted or substantively enacted and, accordingly, has no impact on the tax balances at 30 June
2022. As explained above, no deferred tax asset is recognised in respect of unrelieved losses and therefore the potential
impact of this change on deferred tax is not expected to be material.
SEC plc - Report and Financial Statements 59
03 Financial Statements - Notes to the Financial Statements
6 Dividends
Under the requirements of Sections 1158/1159 of the Corporation Tax Act 2010 no more than 15% of total income may
be retained by the Company. These requirements are considered on the basis of dividends declared in respect of the
nancial year as shown below.
30 June
2022
£’000
30 June
2021
£’000
Final dividend proposed of 2.00p (2021: 1.60p) per share 1,066 1,013
The following dividends were declared and paid by the Company in the nancial year:
30 June
2022
£’000
30 June
2021
£’000
Final dividend: 1.60p per share (2021: 1.25p) 1,013 791
Dividends have been solely paid out of the Revenue reserve.
7 Return per Ordinary share
Year ended 30 June 2022 Year ended 30 June 2021
Net
return
£’000
Weighted
average
number of
Ordinary
shares
Per
share
pence
Net
return
£’000
Weighted
average
number of
Ordinary
shares
Per
share
pence
Total
Return per share (20,289) 61,286,517 (33.10) 70,613 63,296,844 111.56
Revenue
Return per share 1,487 61,286,517 2.43 846 63,296,844 1.34
Capital
Return per share (21,776) 61,286,517 (35.53) 69,767 63,296,844 110.22
8 Investments
30 June
2022
£’000
30 June
2021
£’000
Investment portfolio summary
Quoted investments at fair value through prot or loss 159,950 215,756
159,950 215,756
SEC plc - Report and Financial Statements60
03 Financial Statements - Notes to the Financial Statements
30 June
2022
Total
£’000
Analysis of investment portfolio movements
Opening book cost 178,033
Opening investment holding (losses)/gains 37,723
Opening valuation 215,756
Movements in the year:
Purchases at cost 36,342
Sales – proceeds (70,372)
Sales – realised gains on sales 7,081
Decrease in unrealised appreciation (28,857)
Closing valuation 159,950
Closing book cost 151,084
Closing investment holding gains 8,866
159,950
The Company received £70,372,000 (2021: £54,950,000) from investments sold in the year. The book cost of these
investments when they were purchased was £63,291,000 (2021: £34,447,000). These investments have been revalued
over time and until they were sold any unrealised gains/losses were included in the fair value of these investments.
A list of the portfolio holdings by their aggregate market values is given in the Investment Manager’s report on page15.
Transaction costs incidental to the acquisitions of investments totalled £137,000 (2021: £292,000) and disposals of
investments totalled £95,000 (2021: £110,000) respectively for the year.
30 June
2022
£’000
30 June
2021
£’000
Analysis of capital (losses)/gains
Gains on sale of investments 7,081 20,503
Movement in investment holding (losses)/gains (28,857) 49,264
(21,776) 69,767
Under IFRS 13, the Company is required to classify fair value measurements using a fair value hierarchy that reects the
subjectivity of the inputs used in measuring the fair value of each asset. The fair value hierarchy has the following levels:
Investments whose values are based on quoted market prices in active markets are classied within level 1 and include
active quoted equities.
The denition of level 1 inputs refers to ‘active markets, which is a market in which transactions take place with sucient
frequency and volume for pricing information to be provided on an ongoing basis. Due to the liquidity levels of the markets
in which the Company trades, whether transactions take place with sucient frequency and volume is a matter of
judgement, and depends on the specic facts and circumstances. The Investment Manager has analysed trading volumes
and frequency of the Companys portfolio and has determined these investments as level 1 of the hierarchy.
SEC plc - Report and Financial Statements 61
03 Financial Statements - Notes to the Financial Statements
Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market
prices, dealer quotations or alternative pricing sources supported by observable inputs are classied within level 2. As
level 2 investments include positions that are not traded in active markets and/or are subject to transfer restrictions,
valuations may be adjusted to reect illiquidity and/or non-transferability, which are generally based on available
market information.
Level 3 instruments include private equity, as observable prices are not available for these securities the Company has
used valuation techniques to derive the fair value. In respect of unquoted instruments, or where the market for a nancial
instrument is not active, fair value is established by using recognised valuation methodologies, in accordance with IPEV
Valuation Guidelines.
The level in the fair value hierarchy within which the fair value measurement is categorised is determined on the basis of
the lowest level input that is signicant to the fair value of the investment.
The following table analyses within the fair value hierarchy the Company’s nancial assets and liabilities (by class)
measured at fair value at 30 June 2022.
Financial instruments at fair value through prot or loss
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
30 June 2022
Equity investments 159,950 159,950
Liquidity funds 2,463 2,463
Total 159,950 2,463 162,413
30 June 2021
Equity investments 215,756 215,756
Liquidity funds 2,457 2,457
Total 215,756 2,457 218,213
There were no transfers between levels for the year ended 30 June 2022 (2021: none).
9 Signicant interests
The Company had holdings of 3% or more in the following companies:
Name of investment Class of Share
30 June 2022
Percentage held
Medica Ordinary 11.85%
Inspired Energy Ordinary 10.02%
Tribal Ordinary 7.98%
Hostelworld Ordinary 7.76%
XPS Ordinary 7.11%
Wilmington Ordinary 5.85%
Ten Entertainment Ordinary 5.31%
Fintel Ordinary 4.65%
Nexus Ordinary 4.54%
Brooks MacDonald Ordinary 3.34%
SEC plc - Report and Financial Statements62
03 Financial Statements - Notes to the Financial Statements
10 Trade and other receivables
30 June
2022
£’000
30 June
2021
£’000
UK dividends receivable 627 402
Amounts due from brokers in relation to sales of investments 243
Other receivables and prepayments 15 21
885 423
11 Trade and other payables
30 June
2022
£’000
30 June
2021
£’000
Amounts due to brokers in relation to purchases of investments 1,564 1,665
Amounts due to brokers in relation to share buy backs 98
Other payables and accruals 506 525
2,168 2,190
12 Nominal share capital
Number £’000
Allotted, called up and fully paid Ordinary shares of 10p each:
Ordinary shares in circulation at 30 June 2021 69,858,891 6,986
Shares held in Treasury at 30 June 2021 (6,562,047) (656)
Ordinary shares in issue per Balance Sheet at 30 June 2021 63,296,844 6,330
Shares bought back and cancelled during the year (6,329,685) (633)
Shares bought back during the year to be held in Treasury (1,615,071) (162)
Ordinary shares in issue per Balance Sheet at 30 June 2022 55,352,088 5,535
Shares held in Treasury at 30 June 2022 8,177,118 818
Ordinary shares in circulation at 30 June 2022 63,529,206 6,353
SEC plc - Report and Financial Statements 63
03 Financial Statements - Notes to the Financial Statements
13 Reserves
For the period ended 30 June 2022
Share
premium
account
£’000
Special
reserve
£’000
Capital
reserve
realised
£’000
Capital
reserve
unrealised
£’000
Capital
redemption
reserve
£’000
Revenue
reserve
£’000
At beginning of year 31,737 24,597 116,403 37,723 2,264 1,889
Realised gains on investments 7,081
Unrealised losses on investments (28,857)
Share buy-backs (20,437) (4,800) 633
Net return for the year 1,487
Dividends paid (1,013)
As at 30 June 2022 11,300 19,767 123,484 8,866 2,897 2,363
The Special reserve and Revenue reserve represent the amount of the Company’s distributable reserves.
For the year ended 30 June 2021
Share
premium
account
£’000
Special
reserve
£’000
Capital
reserve
arising on
investments
sold
£’000
Capital
reserve
arising on
investments
held
£’000
Capital
redemption
reserve
£’000
Revenue
reserve
£’000
Opening balance 31,737 24,567 95,900 (11,541) 2,264 1,834
Net gain on realisation of investments 20,503
Increase in unrealised appreciation 49,264
Net return for the year 846
Dividends paid (791)
As at 30 June 2021 31,737 24,567 116,403 37,723 2,264 1,889
14 Reconciliation of net cash ow to net funds
30 June
2022
£’000
30 June
2021
£’000
Opening net funds 7,580 13,901
Increase/(decrease) in cash and cash equivalents in year 8,783 (6,321)
Closing net funds 16,363 7,580
SEC plc - Report and Financial Statements64
03 Financial Statements - Notes to the Financial Statements
At
30 June
2021
£’000
Net
cash ow
£’000
At
30 June
2022
£’000
Cash at bank 5,123 8,777 13,900
Liquidity funds 2,457 6 2,463
7,580 8,783 16,363
15 Net asset value per Ordinary share
The net asset value per Ordinary share is based on net assets of £175,030,000 (2021: £221,569,000) and on 55,352,088
(2021: 63,296,844) Ordinary shares, being the number of shares in issue at the year end.
16 Analysis of nancial assets and liabilities
The Companys nancial instruments comprise securities, cash balances (including amounts held in liquidity funds) and
debtors and creditors that arise from its operations, for example, in respect of sales and purchases awaiting settlement
and debtors for accrued income.
The Company has little exposure to credit and cash ow risk. Credit risk is due to uncertainty in a counterparty’s
ability to meet its obligations. The Company has no exposure to debt purchases and ensures that cash at bank is held
only with reputable banks with high quality external credit ratings. All the assets of the Company which are traded on
listed exchanges are held by J.P.Morgan Chase Bank N.A., the Company’s Custodian. Bankruptcy or insolvency of the
Custodian may cause the Company’s rights with respect to securities held by the Custodian to be delayed or limited. The
Board reviews the Custodian’s annual controls report and the Investment Managers management of the relationship
with the Custodian.
The Company invests in markets that operate DVP (Delivery versus Payment) settlement. The process of DVP mitigates
the risk of losing the principal of a trade during the settlement process. The Investment Manager continuously monitors
dealing activity to ensure best execution, a process that involves measuring various indicators including the quality of
trade settlement and incidence of failed trades. Counterparty lists are maintained and adjusted accordingly.
Due to timings of investment and distributions, at any one time the Company may hold signicant amounts of surplus
cash. Any funds in excess of those required to meet daily operational requirements are invested in Institutional Liquidity
Funds. These are highly liquid assets that are redeemable on less than 24 hours notice. The Company only invests in funds
that have an AAA rating and the funds’ performance is monitored by the Investment Manager. The maximum exposure to
credit risk is £17,248,000 (2021: £8,003,000). There are no assets past due or impaired (2021: none).
The Company nances its operations through its issued capital and existing reserves.
The principal risks the Company faces in its investment portfolio management activities are:
market price risk, i.e. the movements in value of investment holdings caused by factors other than interest rate movement;
interest rate risk;
liquidity risk; and
foreign currency risk.
SEC plc - Report and Financial Statements 65
03 Financial Statements - Notes to the Financial Statements
The Investment Manager’s policies for managing these risks are summarised below and have been applied throughout the year:
Policy
(i) Market price risk
The Companys investment portfolio is exposed to market price uctuations which are monitored by the
Investment Manager.
Adherence to the investment objectives and the limits on investment set by the Company mitigates the risk of excessive
exposure to any one particular type of security or issuer.
If the investment portfolio valuation fell by 30% from the 30 June 2022 valuation (2021: 30%), with all other variables held
constant, there would have been a reduction of £47,985,000 (2021: £64,727,000) in the return after taxation and equity.
An increase of 30% in the investment portfolio valuation would have had an equal and opposite effect on the return after
taxation and equity. The calculations are based on the fair value of investments at 30 June 2022 and these may not be
representative of the year as a whole.
(ii) Cash ow interest rate risk exposure
The Companys bank accounts earn interest at a variable rate which is subject to uctuations in interest rates.
The Company holds cash in liquidity funds. Income from these funds is dependent on the performance of the funds, which
is subject to uctuations in interest rates (along with other factors).
If interest rates had reduced by 0.5% from those obtained at 30 June 2022 (2021: 0.5%), it would have the effect, with all
other variables held constant, of reducing the net return after taxation and equity by £82,000 (2021: £38,000). If there
had been an increase in interest rates of 0.5% there would have been an equal and opposite effect in the net return after
taxation and equity. The calculations are based on the cash balances at 30 June 2022 and are not representative of the
year as a whole.
Non-interest rate risk exposure
The remainder of the Company’s portfolio and current assets and liabilities are not subject directly to interest rate
risk (2021: same).
Details of the interest rate risk prole of the Company are shown in the following tables.
The interest rate risk prole of the Company’s nancial assets at 30 June 2022 was:
Total
£’000
No interest
rate risk
nancial
assets
£’000
Cash ow
interest
rate risk
nancial
assets
£’000
Sterling
Quoted investments 159,950 159,950
Liquidity funds 2,463 2,463
Cash 13,900 13,900
Receivables* 627 627
Total 176,940 160,577 16,363
* Receivables exclude prepayments which under IAS 32 are not classed as nancial assets.
SEC plc - Report and Financial Statements66
03 Financial Statements - Notes to the Financial Statements
The interest rate risk prole of the Company’s nancial assets at 30 June 2021 was:
Total
£’000
No interest
rate risk
nancial
assets
£’000
Cash ow
interest
rate risk
nancial
assets
£’000
Sterling
Quoted investments 215,756 215,756
Liquidity funds 2,457 2,457
Cash 5,123 5,123
Receivables* 401 401
Total 223,737 216,157 7,580
* Receivables exclude prepayments which under IAS 32 are not classed as nancial assets.
The interest rate risk prole of the Company’s nancial liabilities at 30 June 2022 was:
Total
£’000
No interest
rate risk
nancial
assets
£’000
Sterling
Creditors 2,168 2,168
All amounts were due in three months or less for a consideration equal to the carrying value of the creditors shown above.
The interest rate risk prole of the Company’s nancial liabilities at 30 June 2021 was:
Total
£’000
No interest
rate risk
nancial
assets
£’000
Sterling
Creditors 2,190 2,190
All amounts were due in three months or less for a consideration equal to the carrying value of the creditors shown above.
SEC plc - Report and Financial Statements 67
03 Financial Statements - Notes to the Financial Statements
(iii) Liquidity risk
The Investment Manager may invest on behalf of the Company in securities which are not readily tradable, which can
lead to volatile share price movements. It may be dicult for the Company to sell such investments. Although the
Company’s AIM quoted investments are less liquid than securities listed on the London Stock Exchange, the Board seeks
to ensure that an appropriate proportion of the Company’s investment portfolio is invested in cash and readily realisable
investments, which are sucient to meet any funding requirements that may arise.
Fair values of nancial assets and nancial liabilities
The carrying value of the nancial assets and liabilities (receivables and payables) of the Company is equivalent to their
fair value (2021: same).
Managing Capital
Capital structure
The Company is funded through shareholders’ equity and cash reserves. The Company’s Articles of Association permit
the Board to borrow up to 25% of the Company’s net asset value at the time of borrowing. Capital is managed so as to
maximise the return to shareholders while maintaining an appropriate capital base to allow the Company to operate
effectively in the marketplace and to sustain future development of the business. The Company pays such dividends
as are required to maintain its investment trust status, and may also from time to time return capital to shareholders
through the purchase of its own shares at a discount to net asset value.
Capital requirement
The Company operates so as to qualify as a UK investment trust for UK tax purposes. Although no longer a
requirement for obtaining and retaining investment trust status, it remains the Company’s investment policy that the
maximum investment in any single investee company will be no more than 15% of the Company’s investments at the
time of investment.
The Companys capital requirement is reviewed regularly by the Board.
17 Related party transactions and transactions with the Investment Manager
Fees paid to Directors are disclosed in the Directors‘ Remuneration Report on page 40. Full details of Directors‘ interests
are set out on page 41.
City of London Investment Management is considered a related party by virtue of their holding of 28.9% of the Company’s
total voting rights. Further details are noted on page 28.
The amounts payable to the Investment Manager, which is not considered to be a related party, are disclosed in note3
on page 58. The amount due to the Investment Manager for management fees at 30 June 2022 was £349,000 (2021:
£403,000). The amount due to the Investment Manager for performance fees at 30 June 2022 was £nil (2021: £nil).
As detailed on page 5 the Investment Manager, directly and indirectly through its in-house funds, has continued to
purchase shares in the Company.
SEC plc - Report and Financial Statements68
03 Financial Statements - Notes to the Financial Statements
Shareholder Information
Financial calendar
Company’s year-end 30 June
Annual results announced October
Annual General Meeting November
Company’s half-year 31 December
Half yearly results announced February
Share price
The Companys Ordinary shares are premium listed on
the main market of the London Stock Exchange plc (the
London Stock Exchange). The share price is quoted daily
in the Financial Times under ‘Investment Companies’.
Share dealing
Shares can be traded through your usual stockbroker.
Share register enquiries
The register for the Ordinary shares is maintained by
Computershare Investor Services plc (“Registrar). In the
event of queries regarding your holding, please contact
the Registrar on 0370 707 1285. Changes of name and/or
address must be notied in writing to the Registrar, whose
address is shown on page 73.
Net Asset Value
The Companys net asset value is announced daily to the
London Stock Exchange.
Alternative Investment Fund Managers
Directive (AIFMD”) Disclosures
The Companys AIFM is GHAM.
In accordance with the AIFMD, information in relation
to the Company’s leverage and the remuneration of
the Company’s AIFM is required to be made available to
investors. In accordance with the Directive, the AIFM’s
remuneration policy and remuneration disclosures in
respect of the year ended 31 December 2021 are available
from GHAM on request.
Leverage, for the purposes of the AIFM Directive, is any
method which increases the company’s exposure to
stockmarkets whether through borrowings, derivatives,
or any other means. It is expressed as a ratio of the
company’s exposure to its NAV. In summary, the gross
method measures the company’s exposure before applying
hedging or netting arrangements. The commitment
method allows certain hedging or netting arrangements
to be offset. As at 30 June 2022 and 2021, the company
had no hedging or netting arrangements. The Company’s
maximum and actual leverage levels at 30 June 2022
are shown below:
Leverage Exposure
Gross
Method
Commitment
Method
Maximum limit 125% 125%
Actual 93% 101%
The Companys investor disclosure document was
updated during the year following the change of
Investment Manager.
The investor disclosure document and all additional
periodic disclosures required in accordance with the
requirements of the FCA Rules implementing the AIFMD
in the UK are made available on the Company’s website
(www.strategicequitycapital.com).
Beware of Share Fraud
In recent years there has been an increase in the number of
increasingly sophisticated but fraudulent nancial scams.
This is often by a phone call or email which can originate
from outside UK. Shareholders may receive unsolicited
phone calls or correspondence concerning investment
matters that imply a connection to the Company. These
are typically from overseas ‘brokers’ who target UK
shareholders offering to sell them what often turn out to
be worthless or high risk shares.
Shareholders may also be advised that there is an
imminent offer for the Company, and the caller may
offer to buy shares at signicantly above the market
price if an administration fee is paid. This is known as
boiler room fraud’.
If you are contacted, we recommend that you do not
respond with any personal information, including access
to nancial information or bank accounts. If you are
in any doubt you should seek nancial advice before
taking any action.
SEC plc - Report and Financial Statements 69
04 Other Information
You can nd more information about investment scams at
the Financial Conduct Authority (FCA) website: www.fca.
org.uk/consumer/protect-yourself-scams. You can also
call the FCA Consumer Helpline on 0800 111 6768.
Non-Mainstream Pooled Investment Rules
The Companys shares are ‘excluded securities’ for
the purposes of the rules relating to non-mainstream
pooled investment products. This means they can
be recommended by independent nancial advisors
to their ordinary retail clients, subject to normal
suitabilityrequirements.
Website
Further information on the Company can be accessed via
the Manager’s website www.greshamhouse.com.
SEC plc - Report and Financial Statements70
04 Other Information - Shareholder Information
Alternative Performance Measures
Alternative Performance Measures are numerical
measures of the Company’s current, historical or future
performance, nancial position or cash ows, other than
nancial measures dened or specied in the applicable
nancial framework. The Company’s applicable nancial
framework includes IFRS and the AIC SORP. The Directors
assess the Company’s performance against a range of
criteria which are viewed as particularly relevant for
closed-end investment companies. The Alternative
Performance Measures chosen are widely used in the
investment trust sector and thus provide information for
users of the accounts to compare the results with other
closed-end investment companies.
Discount
The amount by which the Ordinary share price is lower
than the NAV per Ordinary share. The discount is normally
expressed as a percentage of the NAV per share.
2022 2021
NAV per Ordinary share a 316.21p 350.05p
Share Price b 280.00p 311.00p
Discount c c=(ba)/a 11.5% 11.2%
Average discount
The average discount is calculated by taking the average
of each day’s share price discount to NAV over the course
of the year. The discount range during the year was 4.2% to
16.7% (2021: 9.0% to 26.1%) and the average discount was
12.6% (2021: 17.7%).
NAV Total return
NAV Total return is the increase/(decrease) in NAV
per Ordinary share plus dividends paid, which are
assumed to be reinvested at the time the share price is
quoted ex-dividend.
2022 2021
Opening NAV 350.50p 239.74p
(Decrease)/increase in NAV
per Ordinary share (33.84)p 110.31p
Closing NAV 316.21p 350.05p
% (Decrease)/increase in NAV (9.7)% 46.0%
Impact of dividends reinvested* 0.5% 0.8%
NAV total return (9.2)% 46.8%
* The impact of dividends reinvested assumes that the dividend of 1.60p
(2021: 1.25p) paid by the Company was reinvested into shares of the
Company at the ex-dividend date.
Share price total return
Share price total return is the increase/(decrease) in
share price plus dividends paid, which are assumed
to be reinvested at the time the share price is
quoted ex-dividend.
2022 2021
Opening share price 311.00p 195.75p
(Decrease)/increase in share price (31.00)p 115.25p
Closing share price 280.00p 311.00p
% (Decrease)/increase in share price (10.0)% 58.9%
Impact of dividends reinvested* 0.5% 1.0%
Share price total return (9.5)% 59.9%
* The impact of dividends reinvested assumes that the dividend of 1.60p
(2021: 1.25p) paid by the Company was reinvested into shares of the
Company at the ex-dividend date.
Ongoing charges
Ratio of expenses as a percentage of average daily
shareholders’ funds calculated as per the Association of
Investment Companies industry standard method.
2022
£’000
2021
£’000
Investment management fee 1,564 894
Administrative expenses 1,128 580
Non recurring costs in
relation to 2022 General
Meeting (412)
Effect of management
fee holiday 444
Ongoing charges a 2,280 1,918
Average net assets b 210,529 179,611
Ongoing charges ratio (%) c c=a/b 1.08% 1.07%
SEC plc - Report and Financial Statements 71
04 Other Information
Ongoing charges
(including perfomance fee)
As per above, with the addition of the performance fee.
2022
£’000
2021
£’000
Investment management fee 1,564 894
Administrative expenses 1,128 580
Non recurring costs
in relation to 2022
General Meeting (412)
Effect of management
fee holiday 444
Performance fee
Ongoing charges (including
performance fee) a 2,280 1,918
Average net assets b 210,529 179,611
Ongoing charges
ratio (including
performance fee) (%) c c=a/b 1.08% 1.07%
Dividend yield
The proposed annual dividend expressed as a percentage
of the Ordinary share price.
2022 2021
Proposed dividend a 2.00p 1.60p
Ordinary share price b 280.0p 311.0p
Dividend yield c c=a/b 0.7% 0.5%
SEC plc - Report and Financial Statements72
04 Other Information - Alternative Performance Measures
Corporate Information
Auditor
KPMG LLP
Saltire Court
20 Castle Terrace
Edinburgh EH1 2EG
Broker
Liberum Capital Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
Custodian
J.P. Morgan Chase Bank N.A.
25 Bank Street
Canary Wharf
London E14 5JP
Depositary
J.P. Morgan Europe Limited
25 Bank Street
Canary Wharf
London E14 5JP
Investment Manager
Gresham House Asset Management Limited
Octagon Point
5 Cheapside
London EC2V 6AA
Tel: 020 3837 6270
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZY
Tel: 0370 707 1285
Website: www.computershare.com
Solicitor
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Company Secretary and Administrator
Juniper Partners Limited
28 Walker Street
Edinburgh EH3 7HR
Tel: 0131 378 0500
Registered Oce
c/o Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
An investment company as dened under Section 833 of the Companies Act 2006.
REGISTERED IN ENGLAND AND WALES No. 5448627
A member of the Association of Investment Companies
SEC plc - Report and Financial Statements 73
04 Other Information
Notice of Annual General Meeting
This document is important and requires your
immediateattention.
If you are in any doubt as to the action you should take, you
should consult your stockbroker, bank manager, solicitor,
accountant or other independent professional adviser
authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United
Kingdom or, if not, another appropriately authorised
independent professional adviser, without delay. If you
have sold or transferred all of your Ordinary shares in
the capital of the Company and, as a result, no longer
hold any Ordinary shares in the Company, please send
this document and the accompanying form of proxy as
soon as possible to the purchaser or transferee, or to the
person through whom the sale or transfer was effected for
transmission to the purchaser or transferee. If you have
sold only part of your holding of Ordinary shares in the
Company, you should retain the documents and consult the
person through whom the sale was effected.
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of
Strategic Equity Capital plc will be held at the oces of
Liberum Capital Limited, Ropemaker Place, 25 Ropemaker
Street, London, EC2Y 9LY on 9November 2022 at 12noon
for the following purposes:
Ordinary Business
Ordinary Resolutions
1. To receive and adopt the audited Financial Statements
for the year ended 30 June 2022, together with the
Strategic Report and Reports of the Directors and
Auditor thereon.
2. To declare a nal dividend of 2.00p per Ordinary share.
3. To receive and approve the Directors
RemunerationReport.
4
. To elect Annie Coleman as a Director.
5
. To re-elect Josephine Dixon as a Director.
6. To re-elect Richard Locke as a Director.
7. To re-elect William Barlow as a Director.
8. To appoint KPMG LLP as Auditor to the Company, to hold
oce from the conclusion of this Meeting until the next
General Meeting at which nancial statements are laid.
9
. To authorise the Directors to determine the remuneration
of KPMG LLP.
Special Business
Ordinary Resolutions
10. THAT in substitution for any existing authority, the
Board be and it is hereby generally and unconditionally
authorised to exercise all powers of the Company to allot
equity securities (within the meaning of Section 560 of
the Companies Act 2006, (the “Act) up to an aggregate
nominal amount of£533,085 (equivalent to 10% of the
Company’s issued Ordinary share capital of 53,308,547
Ordinary 10p shares at 4 October 2022), which authority
shall expire on the earlier of the conclusion of the next
Annual General Meeting of the Company after the
passing of this resolution and 9 February 2024 (unless
previously revoked or varied by the Company in General
Meeting) save that the Company may before such expiry
make an offer or agreement which would or might
require equity securities to be allotted after such expiry
and the Board may allot equity securities in pursuance of
such an offer or agreement as if the authority conferred
hereby had not expired.
Special Resolutions
11. THAT, subject to the passing of resolution 10 above and
in substitution for any existing authority, the Board be
and it is hereby empowered, pursuant to Sections 570
and 573 of the Act, to allot equity securities (within the
meaning of Section 560 of the Act) for cash pursuant
to the authority conferred by resolution 10 above and/
or to sell equity securities from Treasury for cash,
as if Section 561 of the Act did not apply to any such
allotment or sales, provided that this power shall be
limited to the allotment of equity securities or sale
of shares out of Treasury up to an aggregate nominal
value of £533,085 (equivalent to 10% of the Company’s
issued Ordinary share capital of 53,308,547 Ordinary
10p shares at 4October 2022), and shall expire on the
earlier of the conclusion of the next Annual General
Meeting of the Company after the passing of this
resolution and 9 February 2024, save that the Company
may before such expiry make an offer or agreement
which would or might require equity securities to be
allotted or sold after such expiry and the Board may
allot or sell equity securities in pursuance of such an
offer or agreement as if the power conferred hereby
had not expired.
SEC plc - Report and Financial Statements74
04 Other Information
12. THAT the Company be and is hereby authorised in
accordance with Section 701 of the Act to make market
purchases (within the meaning of Section 693 of the
Act) of its Ordinary shares provided that:
(i) the maximum number of Ordinary shares hereby
authorised to be purchased shall not exceed
7,990,951 Ordinary shares (being 14.99% of the
Company’s issued ordinary share capital as at
4October 2022 (being the latest practicable date
prior to the date of this notice) excluding any
Ordinary shares held in Treasury);
(ii) the minimum price which may be paid for an
Ordinary share shall be not less than the nominal
amount of such Ordinary share at the time
of purchase; and
(iii) the maximum price (exclusive of expenses) which
may be paid for an Ordinary share shall be the
higher of (a) 5% above the average of the middle
market prices of the Ordinary shares according
to the Daily Ocial List of the London Stock
Exchange for the ve business days immediately
before the date on which the Company agrees to
buy the Ordinary shares, and (b) the higher of the
price of the last independent trade and the highest
current independent purchase bid on the trading
venue where the purchase is carried out.
This authority shall continue for the period ending
on the earlier of: (i) the date on which the maximum
number of Ordinary shares authorised to be purchased
pursuant to this resolution 14 have been purchased by
the Company; (ii) the date of the next Annual General
Meeting of the Company after the passing of this
resolution; and (iii) 9 February 2024 provided that if the
Company has agreed, before this authority expires, to
purchase Ordinary shares where the purchase will or
may be executed after this authority expires (whether
wholly or in part), the Company may complete such
purchase as if this authority has not expired.
Registered Oce:
c/o Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
By Order of the Board
Juniper Partners Limited
Company Secretary
5 October 2022
Notes to the Notice of the Annual General Meeting:
1. Attending the Annual General Meeting in person
A member who is entitled to attend and vote at this
meeting is entitled to appoint one or more proxies to
attend, speak and vote on their behalf. Such a proxy need
not also be a member of the Company. Shareholders are
encouraged to submit their votes by proxy in advance of
the meeting in case it is not possible for shareholders
to attend in person. The Board will continue to carefully
consider the arrangements for the Annual General Meeting
in the light of the Government guidance and the Company
will issue a regulatory news announcement which will also
be posted on the Company’s website if the only attendees
permitted will be those required to form the quorum and
allow the business to be conducted.
To be entitled to attend and vote at the Annual General
Meeting (and for the purpose of determining the votes they
may cast), members must be registered in the Company’s
register of members at 6pm on 6 November 2022 (or, if the
Annual General Meeting is adjourned, 6pm on the day two
days (excluding non working days) prior to the adjourned
meeting). Changes to the register of members after the
relevant deadline will be disregarded in determining the
rights of any person to attend and vote at the Annual
General Meeting.
2. Appointment of Proxy
A Form of Proxy for use by shareholders is enclosed.
Completion of the Form of Proxy will not prevent
a Shareholder from attending the meeting and
voting in person.
You may appoint more than one proxy provided each
proxy is appointed to exercise rights attached to different
Shares. You may not appoint more than one proxy to
exercise rights attached to any one Share. To appoint
more than one proxy, please contact the Registrars of
the Company. If you submit more than one valid proxy
appointment, the appointment received last before the
latest time for the receipt of proxies will take precedence.
To be valid the proxy form must be completed and lodged,
together with the power of attorney or any authority under
which it is signed, or a notarially certied copy of such
power of authority, with the Registrars of the Company no
later than 48 hours (excluding non-working days) before the
time set for the meeting, or any adjourned meeting.
SEC plc - Report and Financial Statements 75
04 Other Information - Notice of Annual General Meeting
CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for the Annual General Meeting to be held on
9November 2022 and any adjournment(s) thereof by
using the procedures described in the CREST Manual. The
message must be transmitted so as to be received by the
Company’s agent, CREST Participant ID 3RA50, no later
than 48 hours (excluding non working days) before the time
appointed for the meeting.
A corporation that is a shareholder can appoint one or
more corporate representatives who may exercise, on its
behalf, all its powers as a shareholder provided that they do
not do so in relatlion to the same shares.
3. Questions and Answers
The Board continues to welcome questions from
shareholders at the Annual General Meeting. However,
it asks shareholders to please submit any questions
to the Board by email, to the following address:
cosec@junipartners.com before 12 noon on 6 November
2022 in case attendance at the AGM has to be restricted
due to the Covid-19 pandemic and the health and safety
of shareholders. In the event the Annual General Meeting
proceeds in its usual format as currently anticipated,
pursuant to section 319A of the Companies Act 2006, the
Company must provide an answer to any question that is
put by a member attending the Annual General Meeting
relating to the business being considered, except if a
response would not be in the interest of the Company or for
the good order of the meeting or if to do so would involve
the disclosure of condential information. The Company
may however elect to provide an answer to a question
within a reasonable period of days after the conclusion of
the Annual General Meeting.
4. Total Voting Rights
As at 4October 2022 (being the last business day prior to
the publication of this notice) the Company’s issued share
capital amounted to 63,529,206 Ordinary shares carrying
one vote each. After deducting 10,220,659 Ordinary shares
held in treasury, which do not have voting rights, the
total voting rights in the Company as at 4 October 2022
were 53,308,547.
5. Information on the Company’s website
In accordance with section 311A of the Companies Act 2006,
the contents of this notice of meeting, details of the total
number of Shares in respect of which members are entitled
to exercise voting rights at the Annual General Meeting
and, if applicable, any members’ statements, members
resolutions or members’ matters of business received by
the Company after the date of this notice will be available on
the Manager’s website at www.greshamhouse.com.
6. Nominated Persons
Any person to whom this notice is sent who is a person
nominated under Section 146 of the Companies Act 2006 to
enjoy information rights (a Nominated Person) may, under
an agreement between such person and the Shareholder
nominating such person, have a right to be appointed (or
to have someone else appointed) as a proxy for the Annual
General Meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise such right,
the Nominated Person may, under any such agreement,
have a right to give instructions to the registered
Shareholder as to the exercise of voting rights.
7. Audit concerns
The members of the Company may require the Company
(without payment) to publish, on its website, a statement
(which is also to be passed to the Auditor) setting out any
matter relating to the audit of the Company’s Financial
Statements, including the Auditor’s report and the conduct
of the audit. The Company will be required to do so once
it has received such requests from either members
representing at least 5% of the total voting rights of the
Company or at least 100 members who have a relevant
right to vote and hold Shares in the Company on which
there has been paid up an average sum per member of at
least £100. Such requests must be made in writing, state
full names and addresses, and be sent to the registered
address of the Company.
8. Documents available for inspection
The Directors’ letters of appointment and a copy of the
Articles of Association of the Company will be available
for inspection prior to the Annual General Meeting and
during the meeting.
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04 Other Information - Notice of Annual General Meeting