Lon.fin&inv.grp Regulatory News (LFI)

London Finance & Investment Group PLC

(“Lonfin” or the “Company’”)

Unaudited Condensed Interim Financial statements for the six months ended 31 December 2023

 and dividend declaration

The Company today announces its unaudited interim results and interim dividend declaration for the six months ended 31 December 2023 (the “Interim Statement”).

Introduction

As an investment company, Lonfin’s target is to achieve growth in shareholder value in real terms over the medium to long term while maintaining a progressive dividend policy. In the short term, our results can be influenced by overall stock market performance, particularly the valuation of our Strategic Investments. Whilst we have not identified any suitable Strategic Investments for acquisition in recent years, we continue to believe that a combination of Strategic Investments and a General Portfolio is the most effective way of achieving our aims; whilst keeping this under review. Strategic Investments are significant investments in smaller UK quoted companies where we have expectations of above average growth over the medium to longer term and these are balanced by a General Portfolio which consists of investments in major U.S., U.K. and European equities. The Company acknowledges the increased focus on Environmental, Social and Governance (ESG) issues and the benefits of socially responsible long-term investment.

As at 31 December 2023 we held only one Strategic Investment, Western Selection PLC.

Results

Lonfin’s net assets per share increased by 19.1% to 70.3p at 31 December 2023 from 59.2p at 30 June 2023. We have made some changes to our General Portfolio Investments, investing additional net cash of £723,000 and realising profit of £509,000. The fair value of our General Portfolio increased by 8% compared with increases of 3% in both the FTSE 100 index and the FTSEurofirst 300 Index respectively, over the half year. At the close of business on 23 February 2024, our net asset value was 70.6p per share.

The profit before tax for the Company and its subsidiaries (the “Group”) for the half year was £572,000 including revaluation of General Portfolio investments only (2022 - £1,313,000), resulting in earnings per share of 1.5p (2022: earnings per share 3.1p).

The Group’s total comprehensive profit after tax and minority interest, including revaluation of all investments, was £3,639,000 (2022: £943,000)

Strategic Investments

Western Selection PLC (“Western”)

As at 31 December 2023, the Company owned 7,860,515 Western shares, representing 43.8% of Western’s issued share capital.

On 28 December 2023, Western announced its intention to return cash to shareholders at 80.5 per share by means of a return of surplus capital (the “Return of Capital”). The Return of Capital was to be effected by means of a capital reduction. The Board of Western determined that the most effective way to achieve this was for Western’s admission to trading on the AQSE Growth Market to be cancelled and for Western to be re-registered as a private limited company.  

Western’s proposals were approved by shareholders at General Meetings held on 25 January and 16 February 2024. Under the Return of Capital, Lonfin elected to retain 45,786 ordinary shares in Western which will represent 43.8% of Western’s reduced issued share capital. Subsequent to the period end, Lonfin received £6,291,000 in cash in exchange for the ordinary shares it chose not to retain, and these shares have now been cancelled. Western will continue to operate as a private company and the Western Board will work on the realisation of its illiquid investments in Industrial & Commercial Holdings PLC (“ICH”) and City Group PLC (“City Group”) .

The market value of the Company’s investment in Western at 31 December 2023, based on the 80.5p per share return of capital, was £6,328,000 representing 28.5% of the net assets of the Group (30 June 2023: £3,144,000).

 Edward Beale and Warwick Marshall are non-executive directors of Western.

General Portfolio

Lonfin’s general portfolio is diverse with a spread of high-quality equities, as shown in the composition of our General Portfolio at the end of this announcement. . We believe that the portfolio of quality companies we hold has the potential to outperform the market in the medium to long term.

Board Changes

Mr. David Marshall, the current Chairman, has decided to step down from his role as Chairman and as a member of the Lonfin Board with effect from 29 February 2024. David has been with the Company since 1971 and the Board wishes to express its profound gratitude to David for his contribution to and stewardship of the Company during this time.

The Board is pleased to announce that Mr Warwick Marshall has agreed to be appointed as the new Chairman of the Company with effect from 29 February 2024.

Warwick is a non-executive director of the Board, the Chief Executive Officer of Marshall Monteagle PLC and is also a director of various other group operating companies. Warwick has extensive investment experience in his private capacity and brings his extensive skills, knowledge and experience to his new role as Chairman of Lonfin. The Board welcomes Warwick and thanks him for taking on the responsibility of Chairman.

Outlook

£6,291,000 has just been received from Western Selection and, over time, these funds will be utilised to increase the General Portfolio. This substantial increase in the General Portfolio will increase dividend income. The economic outlook globally remains uncertain so the General Portfolio will remain invested in major blue chip international stocks.

The Board has declared an interim dividend of 0.60p per share (2022: 0.55p).

1 March 2024

Interim Dividend

The Board recommends an interim gross dividend of 0.60p per share (14.39034 SA cents) (2022: 0.55p) which will be paid on Thursday 4 April 2024 to those members registered at the close of business on Friday 22 March 2024 (SA and UK). Shareholders on the South African register will receive their dividend in SA Rand converted from Sterling at the closing rate of exchange on 22 February 2024, being GBP 1 = SA Rand  23.98390.

JSE Disclosure Requirements

In respect of the normal gross cash dividend, and in terms of the South African Tax Act, the dividend tax ruling set out below only applies to those shareholders who are registered on the South African register on Friday 22  March 2024. All other shareholders are exempt.

Dividend dates:

Share certificates may not be de-materialised or re-materialised between Tuesday 19 March 2024 and Friday 22 March 2024, both dates inclusive. Shares may not be transferred between the registers in London and South Africa during this period either.

The JSE Listing Requirements require disclosure of the following additional information in relation to any dividend payments.

Dividend tax ruling

Shareholders registered on the South African register are advised that the dividend withholding tax will be withheld from the gross final dividend amount of 14.39034 SA cents per share at a rate of 20% unless a shareholder qualifies for an exemption; shareholders registered on the South African register who do not qualify for an exemption will therefore receive a net dividend of 11.51227 SA cents per share. The dividend withholding tax and the information contained in this paragraph is only of direct application to shareholders registered on the South African register, who should direct any questions about the application of the dividend withholding tax to Computershare Investor Services (Pty) Limited in South Africa. Tel: +27 11 370 5000.

Statement of Directors’ responsibility

The Directors confirm that, to the best of their knowledge:

- the unaudited interim results for the six months ended 31 December 2023, have been prepared in accordance with IAS 34, ‘Interim financial reporting’, as adopted by the UK; and

- the Interim Statement includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R of the Disclosure and Transparency Rules.

Neither this Interim Statement nor any future interim statements of the Company will be posted to shareholders.

The Interim Statement is available as follows:

This announcement contains information that was previously classified as inside information for the

purposes of the UK Market Abuse Regulation. Upon the publication of this announcement, this information

is considered to be in the public domain.

The directors of the Company accept responsibility for the contents of this announcement.

For further information, please contact:

Condensed Consolidated Statement of Total Comprehensive Income

Condensed Consolidated Statement of Changes in Shareholders’ Equity

Condensed Consolidated Statement of Financial Position

Condensed Consolidated Statement of Cash Flows

Notes to the condensed financial statements

1. Basis of preparation

This condensed interim financial report has been prepared in accordance with the accounting policies contained in the Company’s 2023 Annual Report and Accounts except for our Strategic holding valuation as explained in “Estimates and judgments” below. This condensed interim financial report complies with the UK-adopted IAS 34 ‘Interim financial reporting’. The financial information contained in this report has not been audited or reviewed by the Company’s  auditors.

The information contained in this interim financial report does not constitute statutory accounts within the meaning of the Companies Act 2006. The statutory accounts of the Company and its subsidiaries (the “Group”) for the year ended 30 June 2023 have been reported on by the  Company’s auditors and have been delivered to the Registrar of Companies. The report of the auditors was unqualified.

The Group had only one operating lease and the right of use of asset and lease liability were estimated based on a 5% discount factor and the cash flow predicted over 5-year lease life. The Income statement has also been affected with additional depreciation and interest charges which replace the rent costs. The lease was terminated on 31 August 2023. At 31 December 2023 the Group has no operating leases.

New standards and interpretations

A number of new standards and amendments to standards and interpretations are effective for financial periods beginning after 1 January 2023 and have not been applied in preparing these condensed interim consolidated financial statements. None of these are expected to have a significant effect on the financial statements of the Group.

Estimates and judgements

When preparing the condensed interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The judgements, estimates and assumptions applied in the condensed interim consolidated financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Group’s last annual financial statements for the year ended 30 June 2023.

At 31 December 2023 the valuation of our strategic investment, Western Selection PLC, was based on 80.5p per share and not on a quoted market price as per our Accounting policy. This is as a result of the Return of Capital proposals, set out in Western’s circular, published on 28 December 2023, which advised that there would be a return of surplus capital of 80.5p per share available to all Western shareholders in respect of some or all of  their shareholdings in Western.  This is the basis on which the Company’s  investment in Western has been valued at 80.5 per share.

2. Earnings per share

Earnings per share are based on the profit on ordinary activities after taxation and non-controlling interests of £456,000 (2022: £980,000) and on 31,207,479 shares (2022: 31,207,479 shares) being the weighted average of number of shares in issue during the period. There are options outstanding over 80,000 shares.

Reconciliation of headline earnings

Headline earnings are required to be disclosed by the JSE. Headline earnings per share are based on the profit attributable to the shareholders after tax and non-controlling interests of £456,000 (2022: £980,000) and on 31,207,479 shares (2022: 31,207,479 shares) being the weighted average of number of shares in issue during the period.

3. Going Concern

After making enquiries, the Board is satisfied that the Group will be able to operate within the level of its facilities for the foreseeable future. For this reason, the Board considers it appropriate for the Group to adopt the going concern basis in preparing its financial statements.

4. Principal risks and uncertainties

The principal risks and uncertainties which could impact the Group’s long-term performance and its performance over the remaining six months of the financial year are disclosed on pages 7and 8 of the Company’s 2023 Annual Report and Accounts. The key risks and mitigating activities include the following:

5. Reconciliation of net cash flow to movement in net debt

6. Financial Instruments

Financial assets and liabilities are classified in their entirety into one of the three levels determined on the basis of the lowest input that is significant to the fair value measurement.

Listed prices (unadjusted) in active markets for identical assets or liabilities – Level 1.

Values other than listed prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) – Level 2.

Values for the asset or liability that are not based on observable market data (that is unobservable inputs) –Level 3.

The categories of financial instruments used by the Group are:

7. Listed investments at fair value through profit and loss (“General Portfolio”)

8. Events after the reporting period 

On 28 December 2023, Western announced its intention to return cash to shareholders at 80.5 per share by means of a return of surplus capital (the “Return of Capital”). The Return of Capital was to be effected by means of a capital reduction. The Board of Western determined that the most effective way to achieve this was for Western’s admission to trading on the AQSE Growth Market to be cancelled and for Western to be re-registered as a private limited company.

Western’s proposals were approved by shareholders at General Meetings held on 25 January and 16 February 2024. Under the Return of Capital, Lonfin elected to retain 45,786 ordinary shares in Western which will represent 43.8% of Western’s reduced issued share capital. Lonfin received £6,291,000 in cash in exchange for the ordinary shares it chose not to retain, and these shares have now been cancelled. Western will continue to operate as a private company and the Western Board will work on the realisation of its illiquid investments in Industrial & Commercial Holdings PLC and City Group PLC.

Composition of General Portfolio