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SDV 2025 ZDP PLC: Full Year Results for the year -3-

06/24/2021 | 02:02am EDT

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 successful

takeover bid. ? There are no agreements between the Company and its Directors that provide compensation for loss of office or as a

result of a takeover.

Viability Statement

The Board reviews the performance and progress of the Company over various time periods and uses these assessments, regular updates from the Investment Manager and a continuing programme of monitoring risk, to assess the future viability of the Company. The Directors consider that a period until the maturity of the ZDPs on 30 April 2025 is the most appropriate time horizon to consider the Company's viability and after careful analysis, the Directors believe that the Company is viable over this time period.

The Board has reviewed the viability statement of SDV and has assessed that SDV has the necessary financial strength to fulfil the obligations to SDVP under the contribution agreement. SDV has a liquid investment portfolio invested predominantly in readily realisable smaller and mid capitalised companies.

The Directors 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 the assessment.

Going concern

The Company has adopted the going concern basis in preparing the financial statements consistent with the parent company. The parent company has adequate financial resources to ensure SDVP will have in aggregate sufficient assets to satisfy the accrued capital entitlement and future capital entitlement of the ZDP shares.

Global Greenhouse Gas Emissions

The Company has no greenhouse gas emissions to report from its operations, nor does it have any responsibility for any other emission-producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

Statement on Corporate Governance

The Company is committed to maintaining high standards of corporate governance and the Directors are accountable to shareholders for the governance of the Company's affairs.

As set out in the Prospectus dated 24 November 2017, SDVP, as a company with a standard listing, is not required to comply with the UK Corporate Governance Code and does not intend to do so. In the Directors' opinion, the interests of SDVP and SDVP shareholders are adequately covered by the governance procedures applicable to SDV. For example SDV's Audit Committee considers the financial reporting procedures and oversees the internal control and risk management systems for the Group as a whole and the Directors see no benefit in convening a separate Audit Committee for SDVP.

Auditor

The Auditor, Hazlewoods LLP, has indicated their willingness to continue in office and resolutions proposing their re-appointment and authorising the Directors to determine their remuneration for the ensuing year will be submitted at the forthcoming Annual General Meeting on 9 September 2021.

The Directors who were in office on the date of approval of these financial statements have confirmed, as far as they are each aware, that there is no relevant audit information of which the Auditors are unaware. Each of the Directors have confirmed that they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the Auditor. The Directors consider that the accounts taken as a whole are fair, balanced and understandable.

Annual General Meeting

A formal Notice convening the Annual General Meeting to be held on 9 September 2021 can be found on page 30.

On behalf of the Board

Howard Myles

Chairman

24 June 2021

Directors' Remuneration Report

The Board has prepared this report, in accordance with the requirements of Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendments) Regulations 2013. Ordinary resolutions for the approval of this report and the Directors' Remuneration Policy shall be put to shareholders at the forthcoming AGM.

The law requires the Group's Auditor, Hazlewoods LLP, to audit certain disclosures provided. Where disclosures have been audited, they are indicated as such. The Auditor's opinion is included in their report on pages 14 to 18.

Report from the Company Chairman

As set out in the Directors' Report, the Company has a standard listing and is not required to comply with the UK Corporate Governance Code and does not intend to do so as a matter of course. However the Board notes the expectations of the 2018 version of the code, to which the majority of the Board's governance arrangements are aligned. The Board of the SDV considers the Directors' remuneration for the Group as a whole.

Directors' Remuneration Policy

The Remuneration Policy for the Company is that no fees are payable to the Directors in connection with their duties to SDVP. An Ordinary resolution will be put to shareholders to approve this Policy at the next appropriate AGM. It is intended that in accordance with the regulations, an ordinary resolution to approve the Directors' remuneration policy will be put to shareholders at least once every three years. Accordingly, a resolution to approve the Remuneration Policy will be considered at the AGM in September 2023.

Directors are also not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits, as the Board does not consider such arrangements or benefits necessary or appropriate.

The Directors do receive fees relating to their duties to the parent company, SDV. This policy will continue for future years and is set out in full in the Directors' Remuneration Report of SDV.

Directors' service contracts

None of the Directors has a contract of service with the Company or the parent 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 re-election at the first AGM after their appointment, and at least every three years after that. A Director's appointment can be terminated in accordance with the Articles and without compensation.

Directors' emoluments for the year (audited)

No fees are payable to the Directors regarding their duties to SDVP.

Directors' beneficial and family interests (audited)

                 30 April 2021 30 April 2020 
                 ZDP shares    ZDP shares 
 
H Myles          Nil           Nil 
 
W van Heesewijk 
                 Nil           Nil 
 
A Watkins        Nil           Nil 
 
 
 

The Directors' interests in the shares of the parent company are shown in the Annual Report of SDV.

Your Company's performance

The objective of SDVP is to provide the accrued capital entitlement to the ZDP shareholders. The Company has lent all of its assets to SDV and therefore the performance of the Company is best reflected by looking at the performance of SDV. The Directors' remuneration report within the Annual Report of SDV contains a graph comparing the total return (assuming all dividends are reinvested) to SDV Ordinary shareholders, compared to the total shareholder return of the MSCI UK Small Cap Index. A copy of SDV's Annual Report can be found on the Investment Manager's website www.chelvertonam.com or is available for inspection at the NSM, which is situated at www.morningstar.co.uk/uk/nsm.

There has been no demonstration of relative importance of spend on pay for the Company as no remuneration is payable to Directors.

Approval

The Directors' Remuneration Report was approved by the Board on 24 June 2021.

On behalf of the Board of Directors

Howard Myles

Chairman

24 June 2021

Statement of Directors' Responsibilities

in respect of the Annual Report and the financial statements

The Directors are responsible for preparing the Annual Report and the financial statements. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare financial statements in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the EU in conformity with the requirements of the Companies Act 2006 and applicable law.

Under company law the Directors must not approve the financial statements unless they are satisfied that they present fairly the financial position, financial performance and cash flows of the Company for that period.

In preparing the Company's financial statements, the Directors are required to: ? select suitable accounting policies and then apply them consistently; ? make judgments and estimates that are reasonable and prudent; ? state that the Company has complied with IFRSs, subject to any material departures disclosed and explained in the

financial statements; ? present information, including accounting policies, in a manner that provides relevant, reliable, comparable and

understandable information; ? provide additional disclosures when compliance with specific requirements in IFRSs is insufficient to enable users

to understand the impact of particular transactions, other events and conditions on the Company's financial

position and financial performance; and ? make an assessment of the Company's ability to continue as a going concern.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Company's financial statements comply with the Companies Act 2006 . They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

(MORE TO FOLLOW) Dow Jones Newswires

June 24, 2021 02:01 ET (06:01 GMT)

Stocks mentioned in the article
ChangeLast1st jan.
DJ INDUSTRIAL 0.68% 34814.39 Delayed Quote.13.93%
MSCI UNITED KINGDOM (STRD) -0.36% 1133.358 Real-time Quote.10.87%
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