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LMS Lms Capital Plc

17.90
1.05 (6.23%)
Last Updated: 08:21:53
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Lms Capital Plc LSE:LMS London Ordinary Share GB00B12MHD28 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  1.05 6.23% 17.90 16.00 17.90 17.90 17.90 17.90 471 08:21:53
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Investment Advice -1.54M -3.73M -0.0462 -3.87 13.6M

LMS Capital PLC Half year results for the 6 months ended 30.06.23 (8185H)

01/08/2023 7:00am

UK Regulatory


Lms Capital (LSE:LMS)
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TIDMLMS

RNS Number : 8185H

LMS Capital PLC

01 August 2023

1 August 2023

LMS CAPITAL PLC

Half year results for the six months ended 30 June 2023

Financial Update

-- Net Asset Value ("NAV") at 30 June 2023 of GBP44.6 million, 55.2p per share, compared to GBP46.5 million (57.7p per share) at 31 December 2022;

-- Realised and unrealised underlying portfolio gains of GBP0.6 million on the mature portfolio, offset by GBP1.1 million of unrealised foreign exchange losses;

   --    Running costs were GBP0.9 million and investment related costs were GBP0.3 million; 
   --    Cash proceeds of GBP0.3 million from realisations during the half year; 

-- Final dividend payment in June 2023 of 0.625 pence per share for the year ended 31 December 2022; and

   --    Cash at 30 June 2023 was GBP16.5 million (31 December 2022: GBP17.9 million). 

Interim Dividend

-- The Board has approved an interim dividend in respect of the Company's financial year to 31 December 2023 of 0.3 pence per share. The dividend will be paid on 12 September 2023 to shareholders on the share register at close of business on 11 August 2023 (with an ex-dividend date of 10 August 2023).

Robert Rayne, Chairman, commented:

"We remain focused on the prudent deployment of our capital and during the period, our team has been engaged in active negotiations in the retirement living space. On energy, the Dacian team continues work to bed down the assets acquired in late 2021. Good progress is being made streamlining the cost base, but equipment failures leading to interruptions in production are continuing to delay progress with the business plan, although these are being worked through. We hope to report progress on all fronts in the second half of the year"

1 August 2023

Enquiries: LMS Capital plc

0207 935 3555

Robert Rayne, Chairman

Nicholas Friedlos, Managing Director

LMS CAPITAL plc

Statement from the Chairman and the Managing Director

We are pleased to report the financial results of the Company for the first six months of the year and to provide an update on our portfolio and the direction of the business.

The NAV of the company at 30 June 2023 was GBP44.6 million, 55.2 pence per share (31 December 2022 GBP46.5 million, 57.7 pence per share) and is summarised below.

 
                                             30 June       31 December 
                                  ------------------  ---------------- 
                                    2023 (unaudited)    2022 (audited) 
                                             GBP'000           GBP'000 
-------------------------------   ------------------  ---------------- 
  Mature Investment Portfolio 
  Unquoted investments                         6,669             6,626 
  Funds                                       13,662            14,033 
  Quoted investments                             161               160 
                                              20,492            20,819 
 -------------------------------  ------------------  ---------------- 
 
  New Investment Portfolio 
  Dacian                                       9,660            10,145 
                                               9,660            10,145 
 
  Total Investments                           30,152            30,964 
--------------------------------  ------------------  ---------------- 
 
  Cash                                        16,500            17,906 
  Other net assets/liabilities               (2,070)           (2,329) 
                                  ------------------  ---------------- 
 
  Net assets                                  44,582            46,541 
--------------------------------  ------------------  ---------------- 
 

After adjusting for the payment of the final dividend of 0.625 pence per share for the 2022 year, the overall NAV at 30 June 2023 is down 3.1% from the 31 December 2022 position and down 2.3% compared to 31 March 2023.

This overall decrease of GBP1.9 million comprises:

   --    Dividend payments GBP0.5 million 

-- Net income and fair value adjustments on the investment portfolio result in an overall valuation decrease of GBP0.5 million in the investment portfolio:

o net increases in underlying investment values of GBP0.6 million on the mature asset portfolio;

o offset by net decrease of GBP1.1 million from foreign exchange losses from the weakening of the US Dollar against sterling of which GBP0.6 million relates to the mature portfolio and GBP0.5 million to the investment in Dacian; and

o no net underlying increase or decrease in the value of Dacian.

   --    management fee income for LMS of GBP0.1 million from Dacian; 
   --    bank interest GBP0.3 million; and 

-- running costs of GBP0.9 million, investment related costs of GBP0.3 million principally associated with developing real estate deal opportunities and other net outflows of GBP0.1 million.

The Company's NAV comprises three distinct groups of assets:

Mature Investments - 30 June 2023 NAV GBP20.5 million (25.4 pence per share )

The Mature Portfolio comprises investments which originate from the Company's strategy pre-2012 and are currently managed with a view to optimising the realisation values. As noted in our 2022 Annual Report, we continue to expect progress on realisation of these assets mainly in 2024 and 2025.

During the first half of 2023, this group of investments showed net realised and unrealised underlying gains of GBP0.6 million, offset by foreign exchanges losses of GBP0.6 million from the weakening of the US Dollar against sterling, and realisations of GBP0.3 million, resulting in an overall reduction of GBP0.3 million.

The underlying gains of GBP0.6 million, excluding foreign exchange losses, were as follows:

   --    Unquoted investments 

The unquoted portfolio recorded net unrealised gains of GBP0.6 million:

o Medhost: GBP0.6 million increase. We continue to follow the valuation of Primus, the lead investment manager, which shows an unrealised gain of GBP0.6 million in the most recent valuation. Medhost operates in a mature market and it continues to be cash generative and perform in line with budget; and

o Elateral: no change in valuation. The company's financial performance has improved since mid 2022. It has shown some success at winning new business and is currently EBITDA positive. We continue to support the management in their strategy to return to sustainable sales growth.

   --    Fund investments 

The fund investments showed neither a gain nor loss for the half year:

o Opus: GBP0.8 million decrease. As reported in our Q1 2023 NAV update this was driven the fund manager's valuation primarily reflecting movements in public market comparables for the fund's two principal remaining assets;

o Our investment in Brockton has increased by GBP0.4 million, reflecting the unwind of the discount in our discounted cash flow valuation; and

o Our investment in Weber increased by GBP0.4 million reflecting the market price performance of the US listed microcap equities held in the fund.

   --    Quoted shares 

Overall, the quoted portfolio showed neither a gain nor loss during the first half of 2023.

Energy - Dacian - 30 JUNE 2023 NAV GBP9.7 million (12.0 pence per share)

In the first six months of the year, oil and gas revenues, net of applicable royalties and windfall taxes were $9.9 million. This was lower than budget due to a combination of lower pricing and, as explained below, lower production.

On the positive side, the team continue to take actions to reduce the cost base they inherited when they took over the business in late 2021. In the six months the cost reductions have more than offset lower revenues and the business is ahead of budget at the EBITDA level.

Management's aim has been to stabilise production at approximately 1,000 barrels of oil equivalent per day ("BOEPD") and from that base, build additional production through workover activity. It appeared in late 2022 and early 2023 that this stabilised level of production had been achieved. However, particularly in the second quarter the company has experienced further interruptions due to technical failures in equipment resulting in lost production and delayed progress on workovers. Production in the six months has averaged some 8% below the 1,000 BOEPD base level. The team's priority is to achieve consistent production at the stabilised base level and then to focus on the workover activity.

In recognition of the delays in the six months, whilst interest continues to be due and payable on the Company's loan notes, no net interest accrual has been recognised in the results for the half year. This will be reviewed at the year end in light of Dacian's progress during the second half of the year and prevailing market conditions.

The Dacian investment is denominated in US Dollars and is showing an unrealised foreign exchange loss of GBP0.5 million in the period.

The Company has benefitted from GBP0.1 million being six months' management fee income.

Liquidity - Cash less other net liabilities

Cash

Cash balances in the Company and its subsidiaries at 30 June 2023 were GBP16.5 million (31 December 2022: GBP17.9 million).

Significant outflows during the six months were running costs net of interest income and management fees received of GBP0.9 million, investment related costs of GBP0.3 million and dividend payments of GBP0.5 million.

Portfolio inflows were GBP0.3 million being proceeds from the sale by SFEP of ICU.

Net Liabilities

Net liabilities of GBP2.1 million consist primarily of accruals for income taxes, historic carried interest liabilities for one remaining asset and other sundry costs.

Dividend policy

A final dividend of 0.625 pence per share for the year ended 31 December 2022 was approved by shareholders at the AGM in May 2023 and paid in June 2023.

The Board has approved an interim dividend for the 2023 year of 0.3 pence per share to be paid on 12 September 2023 to shareholders on the share register at close of business on 11 August 2023 (with an ex-dividend date of 10 August 2023).

Looking forward

A priority for 2023 is to bring to fruition for investors the work that has been undertaken with our real estate teams, particularly on the development side where we have been actively seeking opportunities in the later living sector. We see the potential for strong growth in sector generally and it offers the opportunity to combine our real estate skills with operating know how. From an investment perspective, the sector offers attractive returns in the medium to longer term for capital from LMS' balance sheet alongside its co-investors.

During the last six months we have been actively engaged in negotiations to acquire both operational retirement village assets as well as development sites. Whilst we are keen to deploy capital, we remain disciplined in our approach to the evaluation of all these opportunities.

In energy, we anticipate further opportunities to invest with the Dacian team in late life oil and gas production opportunities, although the priority for the team for the rest of this year remains to focus on the initial acquisition.

We would like to express our appreciation for the support from our team and from the network of people with whom we work on a regular basis. We would also like to express our appreciation for the continued support of our shareholders. We look forward to reporting to you further on our progress.

Robert Rayne

Chairman

Nicholas Friedlos

Managing Director

1 August 2023

LMS CAPITAL plc

PORTFOLIO MANAGEMENT REVIEW

Market background

Ongoing geopolitical tensions and domestic challenges in key markets are slowing any return to sustained growth. Domestically both inflation and interest rates remains high.

Sterling strengthened against the US Dollar during the period and whilst global equity markets saw some recovery, with the US S&P 500 Index increasing by nearly 16%, the FTSE 100 remained flat. The FTSE AIM 100 and SmallCap indices declined by 11% and 2%, respectively.

The Board and the Company continue to monitor closely the economic environment and capital markets, including the impact this has on the investment portfolio and its valuations.

Performance review

The movement in NAV during the six months ended 30 June was as follows:

 
                                                                  Six months ended 30 June 
                                                              ---------------------------- 
                                                                       2023           2022 
                                                                    GBP'000        GBP'000 
  Opening NAV                                                        46,541         49,109 
  Income and fair value adjustments on investment portfolio           (495)          (658) 
  Dividends                                                           (505)          (505) 
  Overheads and other net movements                                   (959)          (985) 
------------------------------------------------------------  -------------  ------------- 
  Closing NAV                                                        44,582         46,961 
------------------------------------------------------------  -------------  ------------- 
 

Cash realisations and new and follow-on investments from the portfolio were as follows:

 
                                                    Six months ended 30 June 
                                                 ---------------------------- 
                                                          2023           2022 
                                                       GBP'000        GBP'000 
-----------------------------------------------  -------------  ------------- 
  Proceeds from redemption of preference share               -            353 
  Distributions from funds and loan repayments             326             68 
-----------------------------------------------  -------------  ------------- 
  Total - gross cash realisations                          326            421 
  New and follow-on investments                              -          (263) 
  Fund calls                                                 -          (105) 
-----------------------------------------------  -------------  ------------- 
  Total - net                                              326             53 
-----------------------------------------------  -------------  ------------- 
 
 

Realisations relate to the sale of ICU Eyeware, the last investment held through San Francisco Equity Partners ("SFEP").

Below is a summary of the investment portfolio of the Company and its subsidiaries, which reflects all investments held by the Group:

 
                                                30 June                             31 December 
                                --------------------------------------  ---------------------------------- 
                                                2023                                    2022 
                                ----------------------------------      ---------------------------------- 
                                        UK          US       Total              UK          US       Total 
  Mature investment portfolio      GBP'000     GBP'000     GBP'000         GBP'000     GBP'000     GBP'000 
------------------------------  ----------  ----------  ----------      ----------  ----------  ---------- 
 Quoted                                 82          79         161             121          39         160 
 Unquoted                              687       5,982       6,669             681       5,945       6,626 
 Funds                               7,033       6,629      13,662           6,676       7,357      14,033 
------------------------------  ----------  ----------  ----------      ----------  ----------  ---------- 
                                     7,802      12,690      20,492           7,478      13,341      20,819 
 
                                        UK          US       Total              UK          US       Total 
  New investment portfolio         GBP'000     GBP'000     GBP'000         GBP'000     GBP'000     GBP'000 
------------------------------  ----------  ----------  ----------      ----------  ----------  ---------- 
 Unquoted                                -       9,660       9,660               -      10,145      10,145 
                                         -       9,660       9,660               -      10,145      10,145 
------------------------------  ----------  ----------  ----------      ----------  ----------  ---------- 
  Total investments                  7,802      22,350      30,152           7,478      23,486      30,964 
------------------------------  ----------  ----------  ----------      ----------  ----------  ---------- 
 
 

Basis of valuation:

Quoted investments

Quoted investments for which an active market exists are valued at the closing bid price at the reporting date.

Unquoted direct investments

Unquoted direct investments for which there is no active market are valued using the most appropriate valuation technique with regard to the stage and nature of the investment.

Valuation methods that may be used include:

-- investments in an established business are valued using revenue or earnings multiples depending on the stage of development of the business and the extent to which it is generating sustainable revenue or earnings;

-- investments in an established business which is generating sustainable revenue or earnings but for which other valuation methods are not appropriate are valued by calculating the discounted value of future cash flows;

-- investments in debt instruments or loan notes are determined on a standalone basis, with the initial investment recorded at the price of the transaction and subsequent adjustments to the valuation are considered for changes in credit risk or market rates; and

-- convertible instruments are valued by disaggregating the convertible feature from the debt instrument and valuing it using a Black-Scholes model.

Funds

Investments in managed funds are valued at fair value. The general partners of the funds will provide periodic valuations on a fair value basis, the latest available of which the Company will adopt provided it is satisfied that the valuation methods used by the funds are not materially different from the Company's valuation methods. Adjustments will be made to the fund valuation where the Company believes the evidence available supports an alternative valuation.

Performance of the investment portfolio

The return on investments for the six months ended 30 June 2023 was as follows:

 
                                    Six months ended 30 June                       Six months ended 30 June 
                                                        2023                                           2022 
               ---------------------------------------------  --------------------------------------------- 
                       Realised        Unrealised                     Realised        Unrealised 
                 gains/(losses)    gains/(losses)      Total    gains/(losses)    gains/(losses)      Total 
  Asset type            GBP'000           GBP'000    GBP'000           GBP'000           GBP'000    GBP'000 
-------------  ----------------  ----------------  ---------  ----------------  ----------------  --------- 
 
  Quoted                      -                 1          1                 -             (201)      (201) 
  Unquoted                   62             (864)      (802)                24           (1,123)    (1,099) 
  Funds                     (9)             (339)      (348)                 -                44         44 
                                                              ----------------  ----------------  --------- 
                             53           (1,202)    (1,149)                24           (1,280)    (1,256) 
               ----------------  ----------------  ---------  ----------------  ----------------  --------- 
 
  Accrued interest income                                654                                            598 
                                                   ---------  ----------------                    --------- 
  Income and fair value adjustments 
   on investment portfolio                             (495)                                          (658) 
-------------------------------------------------  ---------  ----------------  ----------------  --------- 
 

As noted in the commentary on page 5, no net benefit has been recognised in these interim financial statements from the interest accruing on the Dacian loan notes for the period January to June 2023. In order to comply with GAAP the GBP0.654 million entitlement to interest must be recognised as income and this is then adjusted down by an equal amount as part of the fair value adjustments and is included in the GBP0.864 million unrealised loss adjustment on unquoted investments in the table above.

Approximately 74% of the portfolio at 30 June 2023 is denominated in US Dollars (31 December 2022: 76%) and the above table includes the impact of currency movements. In the first six months of 2023, the strengthening of sterling against the US Dollar resulted in a significant unrealised foreign currency loss of GBP1.1 million of which GBP0.6 million relates to the mature portfolio and GBP0.5 million to the investment in Dacian (2022: unrealised gain of GBP2.6 million). As is common practice in private equity investment, it is the Board's current policy not to hedge the Company's underlying non-sterling investments.

Quoted investments

 
                                                30 June   31 December 
                                              ---------  ------------ 
                                                   2023          2022 
  Company                     Sector            GBP'000       GBP'000 
--------------------------  ---------------   ---------  ------------ 
 Tialis Essential IT plc     UK technology           82           121 
 Arsenal Digital Holdings 
  Inc                        US energy               56            13 
 Others                      -                       23            26 
                                                    161           160 
  ------------------------------------------  ---------  ------------ 
 
 

The changes in valuation on the quoted portfolio arose as follows:

 
                                                 Six months ended 30 June 
                                              ---------------------------- 
                                                       2023           2022 
 Fair value increases/(decreases)                   GBP'000        GBP'000 
--------------------------------------------  -------------  ------------- 
 Unrealised 
 Tialis Essential IT plc                               (39)           (73) 
 Arsenal Digital Holdings Inc                            44          (130) 
 Other quoted holdings                                  (2)            (9) 
 Unrealised foreign currency (losses)/gains             (2)             11 
--------------------------------------------  -------------  ------------- 
 Total fair value increases/(decreases)                   1          (201) 
--------------------------------------------  -------------  ------------- 
 
 

Unquoted investments

 
                                                     30 June      31 December 
                                                ------------  --------------- 
                                                        2023             2022 
 Company              Sector                         GBP'000          GBP'000 
-------------------  -----------------  ------  ------------  --------------- 
 Dacian               Romanian energy                  9,660           10,145 
 Medhost Inc          US technology                    5,944            5,673 
 Elateral             UK technology                      599              599 
 ICU Eyewear*         US consumer                          -              232 
 Tialis loan notes    UK technology                       87               82 
 Cresco               US consumer                         39               40 
                                                      16,329           16,771 
  --------------------------------------------  ------------  --------------- 
  *Co-investment with SFEP 
 
 

The changes in valuation on the unquoted portfolio arose as follows:

 
                                                 Six months ended 30 June 
                                              ---------------------------- 
                                                       2023           2022 
 Fair value increases/(decreases)                   GBP'000        GBP'000 
--------------------------------------------  -------------  ------------- 
 Realised 
 Medhost                                                  -             24 
 ICU Eyeware                                             62              - 
                                                         62             24 
--------------------------------------------  -------------  ------------- 
 Unrealised 
 Dacian (see note on page 9)                          (644)              - 
 Medhost                                                554        (1,032) 
 Elateral                                                 -          (443) 
 ICU Eyewear                                              -        (1,376) 
 Tialis loan notes                                        5           (27) 
 Unrealised foreign currency (losses)/gains           (779)          1,755 
--------------------------------------------  -------------  ------------- 
                                                      (864)        (1,123) 
--------------------------------------------  -------------  ------------- 
 Total fair value decreases                           (802)        (1,099) 
--------------------------------------------  -------------  ------------- 
 
 Income movements 
--------------------------------------------  -------------  ------------- 
 Interest on Dacian Investment                          654            598 
--------------------------------------------  -------------  ------------- 
 
 

Valuations are sensitive to changes in the following two inputs:

   --    the operating performance of the individual businesses within the portfolio; and 

-- changes in the revenue and profitability multiples and transaction prices of comparable businesses, which are used in the underlying calculations.

Comments on individual companies are set out below.

Medhost

Medhost is a co-investment with funds of Primus Capital. Medhost's financial performance in 2023 is expected to be profitable and cash generative and slightly up on EBITDA compared to budgets. This resulted in an increase to the valuation by the fund manager for the period.

ICU Eyewear

This was the only remaining asset in the SFEP III fund and was sold during the period realising a gain of GBP62,000.

Fund interests

 
                                                    30 June    31 December 
                                                  ---------  ------------- 
                                                       2023           2022 
 General partner            Sector                  GBP'000        GBP'000 
-------------------------  ---------------------  ---------  ------------- 
 Brockton Capital Fund 
  1                         UK real estate            6,406          6,036 
 Opus Capital Venture 
  Partners                  US venture capital        4,263          5,275 
                            US micro-cap quoted 
 GW 2001 Fund                stocks                   2,329          2,046 
 EMAC ILF                   Europe real estate          332            341 
 Simmons Parallel Energy    UK energy                   296            262 
 Eden Ventures              UK venture capital            -             37 
 Other interests            -                            36             36 
-------------------------  ---------------------  ---------  ------------- 
                                                     13,662         14,033 
 -----------------------------------------------  ---------  ------------- 
 
 

The changes in valuation on the Company's fund portfolio for the six months ended 30 June 2023 were as follows:

 
                                                  Six months ended 30 
                                                                 June 
                                              ----------------------- 
                                                     2023        2022 
 Fair value increases/(decreases)                 GBP'000     GBP'000 
--------------------------------------------  -----------  ---------- 
 Unrealised 
 Brockton Capital Fund 1                              369         401 
 Opus Capital Venture Partners                      (783)         931 
 GW 2001 Fund                                         383     (1,063) 
 Simmons Parallel Energy                               42       (154) 
 Eden Ventures                                        (5)       (418) 
 San Francisco Equity Partners                          -        (89) 
 Others (net)                                           2       (392) 
 Unrealised foreign currency (losses)/gains         (347)         828 
 Realised 
 San Francisco Equity Partners                        (9)           - 
--------------------------------------------  -----------  ---------- 
 Total fair value (decreases)/increases             (348)          44 
--------------------------------------------  -----------  ---------- 
 
 

Fund interests

-- Brockton Capital Fund 1 - The Company's investment represents its share (via the Brockton Fund) of preferred debt investments in a "Super Prime" central London residential development. The investment showed an increase in the valuation of GBP0.4 million for the first half of 2023 due to unrealised gains from the unwinding of the discount rate as the investment is valued on a discounted cash flow basis;

-- GW 2001 Fund - holds US publicly traded micro-cap securities and showed an unrealised gain of GBP0.4 million reflecting an increase in the underlying equity prices; and

-- Opus Capital - a US venture fund, showed an unrealised loss of GBP0.8 million from valuation losses on its two main assets, primarily due to movements in quoted market comparables for its two main remaining assets.

Costs

Group costs for the period (including GBP1.1 million incurred by the Company and GBP 0.1 million by subsidiaries) were GBP1.2 million (2022: GBP1.1 million) which include running costs of GBP0.9 million and investment related costs of GBP0.3 million for support costs for real estate and co-investment activities.

Taxation

The Group tax provision for the period, all of which arose in the subsidiaries, is GBP0.1 million (2022: GBP0.6 million).

Financial Resources and Commitments

At 30 June 2023 cash holdings, including cash in subsidiaries, were GBP16.5 million (31 December 2022: GBP17.9 million) and neither the Company nor any of its subsidiaries had any external debt.

At 30 June 2023, subsidiary companies had commitments of GBP2.7 million (31 December 2022: GBP2.7 million) to meet outstanding capital calls from fund interests.

LMS CAPITAL PLC

1 August 2023

LMS Capital plc

Unaudited Condensed Company Income Statement

 
                                                   Six months ended 30 
                                                                  June 
                                               ----------------------- 
                                                      2023        2022 
                                        Notes      GBP'000     GBP'000 
------------------------------------  -------  -----------  ---------- 
 
  Net losses on investments               5          (716)       (484) 
  Interest income                                      275          37 
  Other income                                          64          49 
                                               -----------  ---------- 
  Total losses on investments                        (377)       (398) 
  Operating expenses                               (1,089)       (940) 
  Net losses on foreign currency                      (14)       (331) 
                                               -----------  ---------- 
  Losses before tax                                (1,480)     (1,669) 
  Taxation                                               -           - 
                                               -----------  ---------- 
  Losses for the period                            (1,480)     (1,669) 
                                               -----------  ---------- 
 
  Attributable to: 
  Equity shareholders                              (1,480)     (1,669) 
                                               -----------  ---------- 
 
  Loss per ordinary share - basic         6         (1.8p)      (2.1p) 
  Loss per ordinary share - diluted       6         (1.8p)      (2.1p) 
------------------------------------  -------  -----------  ---------- 
 
 

LMS Capital plc

Unaudited Condensed Company Statement of Other Comprehensive Income

 
                                          Six months ended 30 
                                                         June 
                                      ----------------------- 
                                            2023         2022 
                                         GBP'000      GBP'000 
-----------------------------------   ----------  ----------- 
 
  Losses for the period                  (1,480)      (1,669) 
  Other comprehensive income                   -            - 
                                      ----------  ----------- 
  Total comprehensive loss for the 
   period                                (1,480)      (1,669) 
------------------------------------  ----------  ----------- 
 
  Attributable to: 
 
  Equity shareholders                    (1,480)      (1,669) 
------------------------------------  ----------  ----------- 
 
 

LMS Capital plc

Unaudited Condensed Company Statement of Financial Position

 
                                                     30 June           31 December 
                                                  ----------  -------------------- 
                                                        2023                  2022 
                                           Notes     GBP'000               GBP'000 
---------------------------------------  -------  ----------  -------------------- 
  Assets 
  Non-current assets 
  Right of use assets                                     55                    70 
  Investments                                8        67,487                68,207 
  Amounts receivable from subsidiaries                 5,298                 5,158 
  Total non-current assets                            72,840                73,435 
---------------------------------------  -------  ----------  -------------------- 
 
  Current assets 
  Operating and other receivables                        119                    71 
  Cash                                                12,986                14,542 
---------------------------------------  -------  ----------  -------------------- 
  Total current assets                                13,105                14,613 
 
  Total assets                                        85,945                88,048 
---------------------------------------  -------  ----------  -------------------- 
 
  Liabilities 
  Current liabilities 
  Operating and other payables                         (352)                 (428) 
  Amounts payable to subsidiaries                   (40,979)              (41,032) 
                                                  ----------  -------------------- 
  Total current liabilities                         (41,331)              (41,460) 
                                                  ----------  -------------------- 
 
  Non-current liabilities 
  Other long-term liabilities                           (32)                  (47) 
---------------------------------------  -------  ----------  -------------------- 
  Total non-current liabilities                         (32)                  (47) 
---------------------------------------  -------  ----------  -------------------- 
 
  Total liabilities                                 (41,363)              (41,507) 
                                                  ----------  -------------------- 
 
  Net assets                                          44,582                46,541 
---------------------------------------  -------  ----------  -------------------- 
 
  Equity 
  Share capital                                        8,073                 8,073 
  Share premium                                          508                   508 
  Capital redemption reserve                          24,949                24,949 
  Share-based equity                                     154                   128 
  Retained earnings                                   10,898                12,883 
---------------------------------------  -------  ----------  -------------------- 
  Total equity shareholders' funds                    44,582                46,541 
---------------------------------------  -------  ----------  -------------------- 
 
  Net asset value per ordinary share        11        55.23p                57.65p 
---------------------------------------  -------  ----------  -------------------- 
 

LMS Capital plc

Unaudited Condensed Company Statement of Changes in Equity

Six months ended 30 June 2023

 
                                                                Capital     Share- 
                                         Share      Share    redemption      based    Retained      Total 
                                       capital    premium       reserve     equity    earnings     equity 
                                       GBP'000    GBP'000       GBP'000    GBP'000     GBP'000    GBP'000 
 
  Balance at 1 January 
   2023                                  8,073        508        24,949        128      12,883     46,541 
 
  Comprehensive loss for 
   the period 
  Loss for the period                        -          -             -          -     (1,480)    (1,480) 
                                     ---------  ---------  ------------  ---------  ----------  --------- 
  Equity after total comprehensive 
   loss for the period                   8,073        508        24,949        128      11,403     45,061 
 
  Contributions by and 
   distributions 
   to shareholders 
  Share-based payments                       -          -             -         26           -         26 
  Dividends (note 7)                         -          -             -          -       (505)      (505) 
  Balance at 30 June 2023                8,073        508        24,949        154      10,898     44,582 
                                     ---------  ---------  ------------  ---------  ----------  --------- 
 
 

Six months ended 30 June 2022

 
                                                                Capital     Share- 
                                         Share      Share    redemption      based    Retained      Total 
                                       capital    premium       reserve     equity    earnings     equity 
                                       GBP'000    GBP'000       GBP'000    GBP'000     GBP'000    GBP'000 
 
  Balance at 1 January 
   2022                                  8,073        508        24,949         75      15,504     49,109 
 
  Comprehensive loss for 
   the period 
  Loss for the period                        -          -             -          -     (1,669)    (1,669) 
                                     ---------  ---------  ------------  ---------  ----------  --------- 
  Equity after total comprehensive 
   loss for the period                   8,073        508        24,949         75      13,835     47,440 
 
  Contributions by and 
   distributions 
   to shareholders 
  Share-based payments                       -          -             -         26           -         26 
  Dividends (note 7)                         -          -             -          -       (505)      (505) 
  Balance at 30 June 2022                8,073        508        24,949        101      13,330     46,961 
                                     ---------  ---------  ------------  ---------  ----------  --------- 
 
 

LMS Capital plc

Unaudited Condensed Company Statement of Cash flow

 
                                                                      Six months ended 30 June 
                                                                             2023         2022 
                                                               Notes      GBP'000      GBP'000 
  Cash flows from operating activities 
 
  Losses for the period                                                   (1,480)      (1,669) 
 
  Adjustments for non-cash income and expense: 
  Equity settled share-based payment                                           26           26 
  Depreciation on right of use assets                                          14           14 
  Interest expense on lease                                                     2            3 
  Losses on investments                                            5          716          484 
  Other income                                                               (64)         (37) 
  Interest income                                                           (275)         (49) 
  Adjustments to incentives plans                                               3           13 
  Exchange loss/(gain) on cash balances                                        15         (69) 
                                                                          (1,043)      (1,284) 
 
  Change in operating assets and liabilities 
  Increase in operating and other receivables                                (36)         (71) 
  Decrease in operating and other payables                                   (76)        (116) 
  (Increase)/decrease in amounts receivable from subsidiaries               (140)          234 
  (Decrease)/increase in amounts payable to subsidiaries                     (52)        2,813 
--------------------------------------------------------------  ----  -----------  ----------- 
  Net cash (used in)/from operating activities                            (1,347)        1,576 
--------------------------------------------------------------  ----  -----------  ----------- 
 
  Cash flows from investing activities 
  Interest received                                                           263           26 
  Other income received                                                        64           49 
                                                                      -----------  ----------- 
  Net cash from investing activities                                          327           75 
--------------------------------------------------------------  ----  -----------  ----------- 
 
  Cash flows from financing activities 
  Dividend paid                                                    7        (505)        (505) 
  Repayment of principal lease liabilities                                   (14)          (5) 
  Repayment of lease interest                                                 (2)          (3) 
  Net cash used in financing activities                                     (521)        (513) 
--------------------------------------------------------------  ----  -----------  ----------- 
 
  Net (decrease)/increase in cash and cash equivalents                    (1,541)        1,138 
  Exchange (loss)/gain on cash balances                                      (15)           69 
  Cash at the beginning of the period                                      14,542       14,518 
                                                                      -----------  ----------- 
  Cash at the end of the period                                            12,986       15,725 
--------------------------------------------------------------  ----  -----------  ----------- 
 
 

LMS Capital plc

Notes to the unaudited financial information

   1.      Reporting entity 

LMS Capital plc ("the Company") is a public limited company limited by shares incorporated in the United Kingdom under the Companies Act and registered in England. These unaudited condensed interim financial statements are presented in pounds sterling because that is the currency of the principal economic environment of the Company's operations.

The Company was formed on 7 March 2006 and commenced operations on 9 June 2006 when it received the demerged investment division of London Merchant Securities.

   2.      Statement of compliance and basis of preparation 

These condensed interim financial statements have been prepared in accordance with IAS 34: 'Interim Financial Reporting'. They do not include all of the information required for full annual financial statements and should be read in conjunction with the Annual Report and Accounts for the year ended 31 December 2022 which were prepared in accordance with UK adopted International Financial Reporting Standards.

The financial information presented in these interim results has been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The principal accounting policies adopted in the preparation of the financial information in these interim results are primarily unchanged from those used in the Company's financial statements for the year ended 31 December 2022 and are consistent with those that the Company expects to apply in its financial statements for the year ended 31 December 2023 .

These condensed interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2022 were approved by the Board of Directors on 17 March 2023 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006. The financial information for the periods ended 30 June 2022 and 30 June 2023 are unaudited and have not been reviewed by the Company's auditors.

   3.      Estimates and management judgements 

The preparation of the unaudited condensed interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these unaudited condensed interim financial statements, the significant judgements made by management in applying the Company's accounting policies and the key sources of estimation were the same as those that applied to the Company financial statements as at and for the year ended 31 December 2022.

   4.      Financial risk management 

The Company's financial risk management objectives and policy are consistent with those disclosed in the Company financial statements as at and for the year ended 31 December 2022.

LMS Capital plc

Notes to the unaudited financial information (continued)

   5.      Net losses on investments 

The losses on investments were as follows:

 
                                 Six months ended 30 June                 Six months ended 30 June 
                                                     2023                                     2022 
                 ----------------------------------------  --------------------------------------- 
                    Realised        Unrealised               Realised        Unrealised 
                       gains    gains/(losses)      Total       gains    gains/(losses)      Total 
  Asset type         GBP'000           GBP'000    GBP'000     GBP'000           GBP'000    GBP'000 
---------------  -----------  ----------------  ---------  ----------  ----------------  --------- 
 
  Quoted                   -                 1          1           -             (201)      (201) 
  Unquoted                62             (864)      (802)          24           (1,123)    (1,099) 
  Funds                  (9)             (339)      (348)           -                44         44 
                                                           ----------  ----------------  --------- 
                          53           (1,202)    (1,149)          24           (1,280)    (1,256) 
                 -----------  ----------------  ---------  ----------  ----------------  --------- 
 
  Accrued interest income                             654                                      598 
                                                ---------                                --------- 
                                                    (495)                                    (658) 
  (Charge)/credit for 
   incentive plans                                   (11)                                       85 
  Net (losses)/gains on foreign 
   currency                                         (128)                                      763 
  Net operating and other expenses 
   of subsidiaries                                   (82)                                    (674) 
                                                ---------  ----------  ----------------  --------- 
                                                    (716)                                    (484) 
----------------------------------------------  ---------  ----------  ----------------  --------- 
 
   6.      Loss per ordinary share 

The calculation of the basic and diluted loss per share, in accordance with IAS 33, is based on the following data:

 
                                                  Six months ended 
                                         -------------------------------- 
                                                                  30 June 
                                           30 June 2023              2022 
 
  Losses 
  Losses for the purpose of net 
   profit per share attributable 
   to equity holders of the parent 
   (GBP'000)                                    (1,480)           (1,669) 
 
  Number of shares 
  Weighted average number of ordinary 
   shares for 
  the purposes of basic loss per 
   share                                     80,727,450        80,727,450 
 
  Loss per share 
  Basic                                          (1.8p)            (2.1p) 
  Diluted                                        (1.8p)            (2.1p) 
---------------------------------------  --------------  ---------------- 
 
 

LMS Capital plc

Notes to the unaudited financial information (continued)

   7.      Dividends 

Dividends declared during the period ending 30 June 2023 and 30 June 2022 are as follows.

 
                                                                         Dividend 
                                      Dividend date     Payment date      GBP'000    Pence per share 
----------------------------------  ----------------  ---------------  ----------  ----------------- 
 
  Final dividend payment for 2022     26 May 2023       16 June 2023          505              0.625 
----------------------------------  ----------------  ---------------  ----------  ----------------- 
  Total as at 30 June 2023                                                    505              0.625 
 
 
  Final dividend payment for 2021      27 May 2022      17 June 2022          505              0.625 
  Total as at 30 June 2022                                                    505              0.625 
---------------------------------------------------------------------  ----------  ----------------- 
 

The Board has approved the interim dividend for the 2023 year of 0.3 pence per share to be paid on 12 September 2023.

   8.      Investments 

The Company's investments comprised the following:

 
                                           30 June    31 December 
                                         ---------  ------------- 
                                              2023           2022 
                                           GBP'000        GBP'000 
  Total investments                         67,487         68,207 
---------------------------------------  ---------  ------------- 
  These comprise: 
  Investment portfolio of subsidiaries      30,152         30,964 
  Other net assets of subsidiaries          37,335         37,243 
                                            67,487         68,207 
---------------------------------------  ---------  ------------- 
 

The carrying amounts of the investments of the Company's subsidiaries were as follows:

 
                                            30 June    31 December 
                                          ---------  ------------- 
  Investments portfolio of subsidiaries        2023           2022 
  Asset type                                GBP'000        GBP'000 
----------------------------------------  ---------  ------------- 
  Quoted                                        161            160 
  Unquoted                                   16,329         16,771 
  Funds                                      13,662         14,033 
----------------------------------------  ---------  ------------- 
  Investment portfolio of subsidiaries       30,152         30,964 
  Other net assets of subsidiaries           37,335         37,243 
----------------------------------------  ---------  ------------- 
                                             67,487         68,207 
----------------------------------------  ---------  ------------- 
 
 

LMS Capital plc

Notes to the unaudited financial information (continued)

   8.      Investments (continued) 

The movements in the investment portfolio were as follows:

 
                                          Quoted      Unquoted 
                                      securities    securities      Funds      Total 
                                         GBP'000       GBP'000    GBP'000    GBP'000 
----------------------------------  ------------  ------------  ---------  --------- 
  Balance at 1 January 2022                  383        16,626     13,929     30,938 
  Accrued interest                             -         1,274          -      1,274 
  Purchases                                    -           427          -        427 
  Proceeds from disposals                    (2)             -          -        (2) 
  Distributions from partnerships              -         (375)       (56)      (431) 
  Contributions to partnerships                -            80         52        132 
  Fair value adjustments                   (221)       (1,261)        108    (1,374) 
----------------------------------  ------------  ------------  ---------  --------- 
  Balance at 31 December 2022                160        16,771     14,033     30,964 
----------------------------------  ------------  ------------  ---------  --------- 
 
  Balance at 1 January 2023                  160        16,771     14,033     30,964 
  Accrued interest                             -           654          -        654 
  Distributions from partnerships              -         (294)       (32)      (326) 
  Contributions to partnerships                -             -          9          9 
  Fair value adjustments                       1         (802)      (348)    (1,149) 
                                    ------------  ------------  ---------  --------- 
  Balance at 30 June 2023                    161        16,329     13,662     30,152 
----------------------------------  ------------  ------------  ---------  --------- 
 

The following table analyses investments carried at fair value at the end of the period, by the level in the fair value hierarchy into which the fair value measurement is categorised. The different levels have been defined as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets;

Level 2: inputs other than quoted prices included within level 1 that are observable for the asset, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for the asset that are not based on observable market data (unobservable inputs such as trading comparables and liquidity discounts).

Fair value measurements are based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's view of market assumptions in the absence of observable market information.

LMS Capital plc

Notes to the unaudited financial information (continued)

The significant unobservable inputs used at 30 June 2023 in measuring investments categorised as level 3 in this note are considered below:

1. Unquoted securities (carrying value GBP16.3 million) are valued using the most appropriate valuation technique such as a revenue-based approach, an earnings-based approach, or a discounted cash flow approach. These investments are sensitive to both the overall market and industry specific fluctuations that can impact multiples and comparable company valuations. In most cases the valuation method uses inputs based on comparable quoted companies for which the key unobservable inputs are:

-- EBITDA multiples of approximately 5 times dependent on the business of each individual company, its performance and the sector in which it operates; and

-- revenue multiples in the range 0.5-1.5 times, also dependent on attributes at individual investment level.

2. Investments in funds (carrying value GBP13.7 million) are valued using reports from the general partners of the fund interests with adjustments made for calls, distributions and foreign currency movements since the date of the report (if prior to 30 June 2023). The Company also carries out its own review of individual funds and their portfolios to satisfy ourselves that the underlying valuation bases are consistent with our basis of valuation and knowledge of the investments and the sectors in which they operate. However, the degree of detail on valuations varies significantly by fund and, in general, details of unobservable inputs used are not available.

The valuation of the investments in subsidiaries makes use of multiple interdependent significant unobservable inputs and it is impractical to sensitise variations of any one input on the value of the investment portfolio as a whole. Estimates and underlying assumptions are reviewed on an ongoing basis however inputs are highly subjective. Changes in any one of the variables, earnings or revenue multiples or illiquidity discounts could potentially have a significant effect on the valuation.

The Company's investments are analysed as follows:

 
              30 June    31 December 
            ---------  ------------- 
                 2023           2022 
              GBP'000        GBP'000 
----------  ---------  ------------- 
  Level 1           -              - 
  Level 2           -              - 
  Level 3      67,487         68,207 
----------  ---------  ------------- 
               67,487         68,207 
----------  ---------  ------------- 
 
 

.

LMS Capital plc

Notes to the unaudited financial information (continued)

   8.      Investments (continued) 

The reconciliation between opening and closing balance of level 3 assets are presented in the table below:

 
                                               30 June    31 December 
                                             ---------  ------------- 
                                                  2023           2022 
                                               GBP'000        GBP'000 
-------------------------------------------  ---------  ------------- 
  Opening balance                               68,207         68,461 
  Unrealised losses                            (1,202)        (1,397) 
  Purchases, sales, issues and settlements         482          1,143 
  Closing balance                               67,487         68,207 
-------------------------------------------  ---------  ------------- 
 
 

Level 3 amounts include GBP30,152,000 (2022: GBP30,964,000) relating to the investment portfolios of subsidiaries including quoted investments of GBP161,000 (2022: GBP160,000) and GBP37,335,000 (2022: GBP 37,243,000) in relation to the other net assets of subsidiaries.

There were no transfers between levels during the period ending 30 June 2023.

The reported values of the level 3 investments would change, should there be a change in the underlying assumptions and unobservable inputs driving these values. The Company has performed a sensitivity analysis to assess the overall impact of a 10% movement in these reported values of investments, on the profit for the period. The effect on profit / (loss) is shown in the table below:

 
                                                 30 June    31 December 
                                               ---------  ------------- 
                                                    2023           2022 
                                                 GBP'000        GBP'000 
---------------------------------------------  ---------  ------------- 
  Effect of 10% decrease in investment value     (6,700)        (6,800) 
  Effect of 10% increase in investment value       6,700          6,800 
 
 
   9.      Capital commitments 
 
                                        30 June    31 December 
                                      ---------  ------------- 
                                           2023           2022 
                                        GBP'000        GBP'000 
-----------------------------------   ---------  ------------- 
 
  Outstanding commitments to funds        2,656          2,674 
 
                                          2,656          2,674 
 -----------------------------------  ---------  ------------- 
 
 

The outstanding commitments to funds comprise of unpaid calls in respect of funds where a subsidiary of the Company is a Limited Partner.

As of 30 June 2023, the Company has no other contingencies or commitments to disclose (2022: GBPnil).

LMS Capital plc

Notes to the unaudited financial information (continued)

   10.    Related party transactions 

The related parties of LMS Capital plc are its Directors.

The salaries paid to the Directors of the Company for the period was GBP240,412 (June 2022: GBP232,180).

During the period, the Company paid rent of GBP16,390 (June 2022: GBP8,195) to The Rayne Foundation. Robert Rayne is the Chairman of The Rayne Foundation.

As at 30 June 2023, the following Directors of the Company had the following interests in the issued shares of the Company:

 
                               30 June 2023               31 December 2022 
  Shareholders             Number of Shares               Number of Shares 
--------------  ---------------------------    --------------------------- 
  R Rayne         2,670,124 Ordinary Shares      2,670,124 Ordinary Shares 
  N Friedlos        161,410 Ordinary Shares        161,410 Ordinary Shares 
  P Harvey           20,000 Ordinary Shares         20,000 Ordinary Shares 
  G Stedman          20,000 Ordinary Shares         20,000 Ordinary Shares 
 
   11 .    Net asset value per share 

The net asset value per ordinary shares in issue are as follows:

 
                                             30 June    31 December 
                                                2023           2022 
  Net asset value (GBP'000)                   44,582         46,541 
  Number of ordinary shares in issue      80,727,450     80,727,450 
  Net asset value per share (pence)            55.23          57.65 
--------------------------------------  ------------  ------------- 
 
   12.    Subsequent Events 

There are no subsequent events that would materially affect the interpretation of these Financial Statements.

Statement of Directors' responsibilities

The Directors listed on pages 30-31 of the Company's Annual Report for the period ended 31 December 2022 continued in office during the six months ended 30 June 2023.

We confirm that to the best of our knowledge:

a the condensed interim financial statements have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority; and

   b    the interim management report includes a fair review of the information required by: 

i DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the current financial year and their impact on the condensed interim financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and

ii DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last Annual Report that could do so.

Nicholas Friedlos

Director

1 August 2023

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