WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

Disability Act

Copies of this annual report and other documents issued by the Company are available from the

Company Secretary. If needed, copies can be made available in a variety of formats, including

Braille, audio tape or larger type as appropriate. You can contact the Registrar to the Company,

Link Group, which has installed telephones to allow speech and hearing impaired people who have

their own telephone to contact them directly, without the need for an intermediate operator, for this

service please call 0800 731 1888. Specially trained operators are available during normal business

hours to answer queries via this service. Alternatively, if you prefer to go through a ‘typetalk’

operator (provided by the RNID) you should dial 18001 followed by the number you wish to dial.

This report is printed on Revive 100% White Silk a totally recycled paper

produced using 100% recycled waste at a mill that has been awarded the

ISO 14001 certificate for environmental management.

The pulp is bleached using a totally chlorine free (TCF) process.

This report has been produced using vegetable based inks.

WORLDWIDE HEALTHCARE TRUST PLC

25 SOUTHAMPTON BUILDINGS

LONDON

WC2A 1AL

WWW.WORLDWIDEWH.COM

A member of the Association of Investment Companies

CBP008251

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

Annual Report

for the year ended 31 March 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

Financial Summary 1

Key Information 2

Company Performance 3

Statement from the Chair 4-7

Investment Objective and Policy 8-9

Portfolio 10-12

OrbiMed Capital LLC (‘OrbiMed’) 13

Portfolio Manager’s Review 14-23

Contribution by Investment 24

ESG and Climate Change 25-26

Business Review 27-40

GOVERNANCE

Board of Directors 41-43

Report of the Directors 44-48

Statement of Directors’ 49

Responsibilities

Corporate Governance 50-57

Audit & Risk Committee Report 58-62

Directors’ Remuneration Report 63-65

Independent Auditors’ Report 66-74

FINANCIAL STATEMENTS

Income Statement 75

Statement of Changes in Equity 76

Statement of Financial Position 77

Statement of Cash Flows 78

Notes to the Financial Statements 79-95

FURTHER INFORMATION

Shareholder Information 96

Glossary of Terms and Alternative 97-99

Performance Measures

How to Invest 100

Notice of Annual General Meeting 101-105

Explanatory Notes to the 106-107

Resolutions

Regulatory Disclosures 108-109

Company Information 110

The Strategic Report, Governance and Further

Information Sections are unaudited unless

specifically stated otherwise.

For more information about Worldwide

Healthcare Trust PLC visit the website at

www.worldwidewh.com

WORLDWIDE HEALTHCARE TRUST PLC

Worldwide Healthcare Trust PLC (the

“Company”) is a specialist investment trust

which invests in the global healthcare sector

with the objective of achieving a high level of

capital growth.

In order to achieve its investment objective, the Company invests worldwide

in a diversified portfolio of shares in pharmaceutical and biotechnology

companies and related securities in the healthcare sector. It may use

gearing, and derivative transactions to enhance returns and mitigate risk.

Performance is measured against the MSCI World Health Care Index on a

net total return, sterling adjusted basis (“Benchmark”). Further details of the

Company’s investment policy, including how it can use gearing and employ

derivatives, are set out in the Strategic Report on pages 8 and 9.

ACCESSING THE GLOBAL MARKET

The healthcare sector is global and accessing this market as a UK investor

can be difficult. The Company offers an opportunity to gain exposure to

pharmaceutical, biotechnology and related companies in the healthcare sector

on a global scale. The Company invests in large companies with market

capitalisations of over U.S.$10bn, smaller companies below that size, as well

as in unquoted companies. The portfolio ranges from large multi-national

pharmaceutical companies with multiple products to unquoted emerging

biotechnology companies.

Worldwide Healthcare Trust PLC is able to participate in all aspects

of healthcare, anywhere in the world because of its broad investment,

mandate. These may include patented speciality medicines for small patient

populations and unpatented generic drugs, in both developed countries

and emerging markets. In addition, the Company invests in medical

device technologies, life science tools and healthcare services. The overall

geographic spread of Worldwide Healthcare Trust PLC is also extensive with

investments in the U.S., Europe, Japan, China and India (see page 12 for

further information).

HOW TO INVEST

The Company’s shares are traded openly on the London Stock Exchange and

can be purchased through a stockbroker or other financial intermediary. The

shares are also available through savings plans (including investment dealing

accounts, ISAs, Junior ISAs and SIPPs) which enable both regular monthly

investments and lump sum investments in the Company’s shares. There are

a number of investment platforms that offer these facilities. Further details

can be found on page 100.

For more information about Worldwide Healthcare Trust PLC visit the website

at www.worldwidewh.com. Follow us on Twitter @worldwidewh.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

(0.1%)

Net asset value per share

(total return)*^

2022: (5.8%)

(9.3%)

Discount of share price

to net asset value per share*^

2022: (5.5%)

(4.1%)

Share price (total return)*^

2022: (10.8%)

Dividends per share

2022: 26.5p

+2.5%

Benchmark*†^

2022: +20.4%

Ongoing Charges^

2022: 0.9%

*Source: Morningstar

† MSCI World Health Care Index on a net total return, sterling adjusted basis. (See Glossary beginning on page 97).

^ Alternative Performance Measure (see Glossary beginning on page 97).

31.0p 0.8%

Rebased to 100 as at 31 March 2022

Source: Morningstar

WWH Share Price (total return) (-4.1%)Benchmark (total return) (+2.5%)

Mar 2022 Apr 2022 May 2022 Jun 2022 Jul 2022 Aug 2022 Sep 2022 Oct 2022 Nov 2022 Dec 2022 Jan 2023 Feb 2023 Mar 2023

WWH NAV (total return) (-0.1%)

100

105

110

115

for the year to 31 March 2023

TOTAL RETURN PERFORMANCE

as at 31 March 2023

FINANCIAL SUMMARY

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

Rebased to 100 as at 31 March 2018. Source: Morningstar.

Mar 18 Mar 19 Mar 20 Mar 21 Mar 22 Mar 23

WWH NAV (total return) (+48.0%) WWH Share Price (total return) (+34.6%)Benchmark (total return) (+83.8%)

100

120

140

160

180

200

KEY INFORMATION

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

TOTAL RETURN PERFORMANCE

Since Launch to 31 March 2023

to 31 March 2023

FIVE YEAR TOTAL RETURN PERFORMANCE

Rebased to 100 as at 28 April 1995. Source: Morningstar, Thomson Reuters & Bloomberg

* With effect from 1 October 2010, the performance of the Company is measured against the MSCI World Health Care Index on a net total return, sterling

adjusted basis. Prior to this date, performance was measured against the Datastream World Pharmaceutical & Biotechnology Index (total return, sterling adjusted)

Apr

Mar

WWH NAV (total return) (+4,234.1%)

WWH Share Price (total return) (+3,705.4%) Benchmark (total return) (+2,189.0%)*

1000

2000

3000

4000

5000

6000

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

Mar 2022 Apr 2022 May 2022 Jun 2022 Jul 2022 Aug 2022 Sep 2022 Oct 2022Nov 2022 Dec 2022Jan 2023 Feb 2023 Mar 2023

(5.5%)

(9.3%)

-12.

-10.

-6.0

-8.0

-4.0

-2.0

0.0

2018 2019 2020 2021

2022 2023

Net asset value per share (total return)*^ 2.8% 13.7% 6.5% 30.0% (5.8%) (0.1%)

Benchmark (total return)*^ (2.5%) 21.1% 5.7% 16.0% 20.4%

2.5%

Net asset value per share 2,411.1p 2,722.9p 2,868.9p 3,703.0p 3,465.2p 3,434.5p

Share price 2,405.0p 2,730.0p 2,920.0p 3,695.0p 3,275.0p 3,115.0p

(Discount)/Premium of share price to

net asset value per share^ (0.3%) 0.3% 1.8% (0.2%) (5.5%) (9.3%)

Dividends per share 17.5p 26.5p 25.0p 22.0p 26.5p 31.0p

Leverage^ 16.4% 4.9% 12.0% 7.6% 10.9% 10.5%

Ongoing charges^ 0.9% 0.9% 0.9% 0.9% 0.9% 0.8%

Ongoing charges (including performance

fees paid or crystallised during the year)^ 1.2% 1.1% 0.9% 0.9% 1.4% 0.8%

*Source: Morningstar

^ Alternative Performance Measure (see Glossary beginning on page 97).

COMPANY PERFORMANCE

for the years ended 31 March

year to 31 March 2023

HISTORIC PERFORMANCE

DISCOUNT OF THE COMPANY’S SHARE PRICE TO THE NET ASSET VALUE PER SHARE

*Source: Morningstar

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

DOUG MCCUTCHEON

STATEMENT

FROM THE CHAIR

INVESTMENT PERFORMANCE

This is my first full year report, having succeeded Sir Martin

Smith as Chair of the Board in July 2022.

I mentioned at the half-year stage that macro events,

rather than industry fundamentals, had been dictating the

performance of global equity markets. In the second half of

the year, investors continued to be torn between the overall

economic and political background, on the one hand, and

company and industry developments on the other. As set

out in our Portfolio Manager’s Review, during the year your

Company performed well in periods when markets were

being driven by sector fundamentals and struggled when

macro factors were in control.

Overall, the financial year ended 31 March 2023 proved to

be a challenging one for the Company, with market volatility

much greater than year-end to year-end results suggest.

The Company’s net asset value per share total return was

-0.1% (2022: -5.8%) and the share price total return was

-4.1% (2022: -10.8%). Our results underperformed the

Company’s Benchmark, the MSCI World Health Care Index

measured on a net total return, sterling adjusted basis,

which returned +2.5% during the year (2022: +20.4%). The

disparity between the performance of the Company’s net

asset value per share and its share price was reflected in

the widening of our share price discount to our net asset

value per share from 5.5% as at 31 March 2022 to 9.3% at

31 March 2023.

The majority of the Company’s assets are denominated in

U.S. dollars, and it should be noted that our absolute net

asset value performance was helped by the weakness of

sterling over the year, particularly compared to the dollar,

against which it depreciated by 6.5%.

A principal contributor to performance in the year, both

in relative and absolute terms, came from emerging

biotechnology stocks (defined primarily as small-and mid-

capitalisation stocks). A key part of our Portfolio Manager’s

strategy is to be overweight the emerging biotechnology

sector, reflecting the high levels of innovation and growth

found in these companies. However, for some time, part

of this strategy has included our overweight position in

emerging market stocks, particularly in China, which was

not successful during the past year.

More broadly, the Company’s results over the past two

years have dragged down our medium-term performance.

While our net asset value per share compound annual

return over five years has been a respectable +8.2%, it was

lower than that of our Benchmark (+12.9%). Nonetheless,

the long-term performance of the Company continues to be

strong. From the Company’s inception in 1995 to 31 March

2023, the total return of our net asset value per share

has been +4,234.1%, equivalent to a compound annual

return of +14.5%. This compares to a cumulative blended

Benchmark return of +2,189.0% and a compound annual

return of +11.9% over the same period.

Further information on the healthcare sector, the

Company’s investments and performance during the year

can be found in the Portfolio Manager’s Review beginning

on page 14.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

CAPITAL

Challenging stock market conditions since the beginning

of 2022 have continued to have a negative impact on share

price discounts across the investment company sector,

with the average level of discount currently standing at

c.14.9%*.

*Source: Winterflood Investment Trusts

It is the Board’s policy to buy back our shares if the

Company’s share price discount to the net asset value

per share exceeds 6% on an ongoing basis. Shareholders

should note, however, that it remains possible for the

discount to be greater than 6% for extended periods of

time, particularly when sentiment towards the Company,

the sector and to investment trusts generally remains poor.

In such an environment, buybacks may prove unable to

prevent the discount from widening. However, they enhance

the net asset value per share for remaining shareholders

and go some way to dampening discount volatility, which

can adversely affect investors’ risk adjusted returns.

Over the year, the Company remained committed to its

share buyback and issuance policy, regularly repurchasing

shares. A total of 2,836,483 shares were repurchased for

treasury at a cost of £91.6m and at an average discount of

8.8%.

On 31 March 2023, there were 62,620,763 shares in issue

(excluding the 2,438,015 shares held in treasury). Since this

date to 5 June 2023, a further 1,299,037 shares have been

bought back for treasury, at a cost of £42.3m and at an

average discount of 10.0%. At the time of writing, the share

price discount stands at 9.4%. In line with the Company’s

stated policy, I confirm that all shares held in treasury at the

date of the Company’s Annual General Meeting to be held

on 18 July 2023, will be cancelled.

REVENUE AND DIVIDEND

Shareholders will be aware that it remains the Company’s

investment policy to pursue capital growth for shareholders

and to pay dividends at least to the extent required to

maintain investment trust status. Therefore, the level

of dividends declared can go down as well as up. An

unchanged interim dividend of 7.0p per share for the year

ended 31 March 2023, was paid on 11 January 2023 to

shareholders on the register on 25 November 2022.

Due, in large part, to an increase in exposure to higher

yielding stocks in the portfolio and also to the continued

weakness of sterling, the Company’s revenue return

per share for the year as a whole increased to 30.6p

(2022:26.8p). Accordingly, the Board is proposing an

increased final dividend of 24.0p per share (2022:19.5p

per share) which, together with the interim dividend

already paid, makes a total dividend for the year of 31.0p

(2022:26.5p per share). Due to the impact of share

buybacks the total dividend for the year is higher than the

reported return per share. Based on the closing mid market

share price of 3,275.0p on 5 June 2023, the total dividend

payment for the year represents a current yield of 0.9%.

The final dividend will be payable, subject to shareholder

approval, on 26 July 2023, to shareholders on the register

of members on 9 June 2023. The associated ex-dividend

date will be 8 June 2023.

The Company’s dividend policy will be proposed for

approval at the forthcoming Annual General Meeting.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

BOARD OF DIRECTORS

The process of Board refreshment, which began a few

years ago, continued during the year. As previously

announced, Tim Livett and Jo Parfrey joined the Board

in September 2022. Between them, they have a wealth

of experience in the finance, investing, healthcare and

governance fields, from which the Board will benefit

for years to come. During the year, Tim took over from

Humphrey van der Klugt as Chair of the Audit & Risk

Committee, with Humphrey carrying on as a Director of

the Company. In addition, Jo took over from Bina Rawal as

Chair of the Management Engagement & Remuneration

Committee.

Sarah Bates, the Company’s Senior Independent Director

and the Chair of the Nominations Committee, having served

on the Board since 2013, will retire at the conclusion of

the Company’s Annual General Meeting on Tuesday, 18

July 2023. Sarah’s leadership, governance and investment

industry experience, including her deep knowledge of the

investment trust sector, have been invaluable to the Board.

Her friendship and wise counsel will be greatly missed.

Bina will take over from Sarah as the Senior Independent

Director and Chair of the Nominations Committee.

The biographical details and Board positions of all of the

Directors are set out on pages 41 to 43.

SHARE SPLIT PROPOSAL

As a consequence of the Company’s strong investment

returns over many years, its share price has risen steadily.

While this has been good news for our shareholders, the

Board believes that it may be unhelpful for those investors

seeking to purchase smaller quantities of shares, as well

as for regular savers. Accordingly, in order to address this

and to increase market liquidity and marketability, we are

proposing to split the shares on a 10-for-1 basis. Following

the share split, each shareholder will receive nine additional

Ordinary shares for each Ordinary share held immediately

prior to the transaction. The net effect is that, following

the split, you will have 10 times as many shares, but the

Company’s share price should, in theory, be one-tenth of

what it was previously. The share split will not affect the

value of your overall investment in the Company, nor will it

affect your shareholder rights. Shareholders will have the

opportunity to vote on this proposal at the forthcoming

Annual General Meeting and details can be found under

Notice of Meeting, on pages 101 to 105.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

(ESG) MATTERS

ESG matters continue to be an important priority for

the Board and our objective is to have full, transparent

disclosure on the topic. Bina Rawal has been working

closely with our Portfolio Manager on this matter.

Our Portfolio Manager remains committed to taking

a leading role in the development of meaningful ESG

engagement practices in the healthcare sector. As part of

this, they facilitate dialogue and an exchange of leading

practices among investors, companies and other relevant

experts on ESG in the large capitalisation pharmaceutical

sector. They also engage with a broad range of companies

on a regular basis where areas of improvement can be

identified. Further information on both ESG matters and

climate change can be found in the Portfolio Manager’s

ESG report beginning on page 25.

OUTLOOK

Global stock markets continue to experience higher

than usual levels of uncertainty, with persistent inflation,

central bank borrowing rates at much higher levels than

they were one year ago, a developing ongoing economic

downturn and several overhanging geopolitical issues. It

is unsurprising, therefore, that investors remain relatively

risk-averse for the moment, favouring more predictable

businesses over the faster growing companies that make

up much of our portfolio and sector.

Against this challenging short-term background, however,

our Portfolio Manager OrbiMed continues to remain

positive on the outlook for healthcare and our Company.

They expect the current accelerated levels of mergers and

acquisitions to continue, supported by attractive valuations,

healthy balance sheets and, within the pharmaceutical

sector, a need to address future patent expirations.

Regardless of the market backdrop, the pace of scientific

and technological development within the sector continues

unabated while clinical and regulatory catalysts will

continue to provide a regular flow of key share price moving

events. They further believe that the sector’s defensive

growth characteristics should continue to prove attractive

in times of global uncertainty.

Your Board shares OrbiMed’s perspective. We believe that

long-term investors in this sector will be rewarded and that

the Company will continue to perform strongly over time.

Thus far, in the current financial year, performance is off to

STATEMENT FROM THE CHAIR CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

a positive start, both in absolute and relative terms. From

1April 2023 to the date of this letter, our net asset value per

share has increased by +6.2%, compared to +0.9% for our

Benchmark.

ANNUAL GENERAL MEETING (“AGM”)

The Company’s AGM will be held at Saddlers’ Hall,

40Gutter Lane, London EC2V 6BR on Tuesday, 18 July

2023 at 12.30pm. As well as the formal proceedings, there

will be an opportunity to meet the Board and the Portfolio

Manager and to receive an update on the Company’s

strategy.

For those investors who are not able to attend the meeting

in person, a video recording of the Portfolio Manager’s

presentation will be uploaded to the website after the

meeting. Shareholders can submit questions in advance by

sending them to wwh@frostrow.com.

I encourage all shareholders to exercise their right to vote at

the AGM and to register your votes online in advance of the

meeting. Registering your vote in advance will not restrict you

from attending and voting at the meeting in person should

you wish to do so, subject of course to the occurrence of any

extraordinary events that might make attendance difficult or

impossible. The votes on the resolutions to be proposed at

the AGM will be conducted on a poll. The results of the proxy

votes will be published immediately following the conclusion

of the AGM by way of a stock exchange announcement and

will also be able to be viewed on the Company’s website at

www.worldwidewh.com.

Doug McCutcheon

Chair

6 June 2023

STATEMENT FROM THE CHAIR CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

INVESTMENT OBJECTIVE

The Company invests in the global

healthcare sector with the objective of

achieving a high level of capital growth.

In order to achieve its investment objective, the Company

invests worldwide in a diversified portfolio of shares in

pharmaceutical and biotechnology companies and related

securities in the healthcare sector. It uses gearing, and

derivative transactions to enhance returns and mitigate

risk. Performance is measured against the MSCI World

Health Care Index on a net total return, sterling adjusted

basis (“Benchmark”).

INVESTMENT STRATEGY

The implementation of the Company’s Investment

Objective has been delegated to OrbiMed by Frostrow

(asAIFM) under the Board’s and Frostrow’s supervision

and guidance.

Details of OrbiMed’s investment strategy and approach

are set out in the Portfolio Manager’s Review on

pages14to23.

While the Board’s strategy is to allow flexibility in

managing the investments, in order to manage investment

risk it has imposed various investment, gearing and

derivative guidelines and limits, within which Frostrow and

OrbiMed are required to manage the investments, as set

out below.

Any material changes to the Investment Objective, Policy

and Benchmark or the investment, gearing and derivative

guidelines and limits require approval from shareholders.

INVESTMENT POLICY

INVESTMENT LIMITS AND GUIDELINES

• The Company will not invest more than 15% of the

portfolio in any one individual stock at the time of

acquisition;

• At least 50% of the portfolio will normally be invested

in larger companies (i.e. with a market capitalisation of

at least U.S.$10bn);

• At least 20% of the portfolio will normally be invested

in smaller companies (i.e. with a market capitalisation

of less than U.S.$10bn);

• Investment in unquoted securities will not exceed 10%

of the portfolio at the time of acquisition;

• A maximum of 5% of the portfolio, at the time

of acquisition, may be invested in each of debt

instruments, convertibles and royalty bonds issued by

pharmaceutical and biotechnology companies;

• A maximum of 30% of the portfolio, at the time of

acquisition, may be invested in companies in each of

the following sectors:

– healthcare equipment and supplies;

– healthcare providers and services;

• The Company will not invest more than 10% of its

gross assets in other closed ended investment

companies (including investment trusts) listed on the

London Stock Exchange, except where the investment

companies themselves have stated investment

policies to invest no more than 15% of their gross

assets in other closed ended investment companies

(including investment trusts) listed on the London

Stock Exchange, where such investments shall be

limited to 15% of the Company’s gross assets at the

time of acquisition.

INVESTMENT OBJECTIVE AND POLICY

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

DERIVATIVE STRATEGY AND LIMITS

In line with the Investment Objective, derivatives are

employed, when appropriate, in an effort to enhance

returns and to improve the risk-return profile of the

Company’s portfolio. Only Equity Swaps were employed

within the portfolio during the year.

The Board has set the following limits within which

derivative exposures are managed:

• Derivative transactions (excluding equity swaps) can

be used to mitigate risk and/or enhance capital returns

and will be restricted to a net exposure of 5% of the

portfolio; and

• Equity Swaps may be used in order to meet the

Company’s investment objective of achieving a high

level of capital growth, and counterparty exposure

through these is restricted to 12% of the gross assets

of the Company at the time of acquisition.

The Company does not currently hedge against foreign

currency exposure.

GEARING LIMIT

The Board has set a maximum gearing level, through

borrowing, of 20% of the net assets.

LEVERAGE LIMITS

Under the AIFMD the Company is required to set

maximum leverage limits. Leverage under the AIFMD is

defined as any method by which the total exposure of an

AIF is increased.

The Company has two current sources of leverage: the

overdraft facility, which is subject to the gearing limit; and,

derivatives, which are subject to the separate derivative

limits. The Board and Frostrow have set a maximum

leverage limit of 140% on both the commitment and

grossbasis.

Further details on the gearing and leverage calculations,

and how total exposure through derivatives is calculated,

are included in the Glossary beginning on page 98. Further

details on how derivatives are employed can be found in

note 16 beginning on page 89.

INVESTMENT OBJECTIVE AND POLICY CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

Investments Sector Country

Market value

£’000

% of

investments

AstraZeneca Pharmaceuticals UK 139,838 6.5

Boston Scientific Health Care Equipment & Supplies United States 114,463 5.3

Bristol-Myers Squibb Pharmaceuticals United States 112,095 5.2

Humana Health Care Providers & Services United States 104,491 4.8

Intuitive Surgical Health Care Equipment & Supplies United States 103,710 4.8

Sanofi Pharmaceuticals France 99,259 4.6

UnitedHealth Health Care Providers & Services United States 91,691 4.2

Novo Nordisk Pharmaceuticals Denmark 88,871 4.1

Roche Pharmaceuticals Switzerland 84,999 3.9

Stryker Health Care Equipment & Supplies United States 76,834 3.6

Top 10 investments 1,016,251 47.1

Daiichi Sankyo Pharmaceuticals Japan 76,125 3.5

BioMarin Pharmaceutical Biotechnology United States 76,049 3.5

Eisai Pharmaceuticals Japan 59,273 2.7

Sarepta Therapeutics Biotechnology United States 55,344 2.6

Thermo Fisher Scientific Life Sciences Tools & Services United States 53,900 2.5

Biogen Biotechnology United States 53,740 2.5

Evolent Health Health Care Providers & Services United States 52,218 2.4

Tenet Healthcare Health Care Providers & Services United States 45,509 2.1

Eli Lilly & Co Pharmaceuticals United States 44,971 2.1

Baxter International Health Care Equipment & Supplies United States 44,832 2.1

Top 20 investments 1,578,212 73.1

Caris Life Sciences* Life Sciences Tools & Services United States 40,900 1.9

Ionis Pharmaceuticals Biotechnology United States 36,373 1.7

Edwards Lifesciences Health Care Equipment & Supplies United States 36,118 1.7

Apellis Pharmaceuticals Biotechnology United States 32,234 1.5

Neurocrine Biosciences Biotechnology United States 31,196 1.4

Natera Life Sciences Tools & Services United States 28,994 1.3

SI-BONE Health Care Equipment & Supplies United States 28,526 1.3

Wuxi Biologics Cayman Life Sciences Tools & Services China 28,512 1.3

Vertex Pharmaceuticals Biotechnology United States 28,253 1.3

WuXi AppTec Life Sciences Tools & Services China 22,443 1.0

Top 30 investments 1,891,761 87.6

uniQure NV Biotechnology Netherlands 21,955 1.0

Progyny Health Care Providers & Services United States 20,833 1.0

Shanghai Kindly Medical Instruments Health Care Equipment & Supplies China 19,475 0.9

Mirati Therapeutics Biotechnology United States 19,009 0.9

Crossover Health* Health Care Providers & Services United States 17,163 0.8

R1 RCM Health Care Providers & Services United States 16,620 0.8

New Horizon Health Life Sciences Tools & Services China 16,011 0.7

Beijing Yuanxin Technology* Health Care Providers & Services China 14,606 0.7

EDDA Healthcare & Technology* Health Care Equipment & Supplies China 14,550 0.7

VISEN Pharmaceuticals* Biotechnology China 14,281 0.7

Top 40 investments 2,066,264 95.7

Iovance Biotherapeutics Biotechnology United States 14,104 0.7

Joinn Laboratories China Biotechnology China 13,760 0.6

API Holdings* Health Care Providers & Services India 13,668 0.6

RxSight Health Care Equipment & Supplies United States 12,431 0.6

Ruipeng Pet Group* Health Care Providers & Services China 11,900 0.6

Jiangxi RiMAG* Health Care Providers & Services China 11,673 0.5

Vaxcyte Biotechnology United States 10,755 0.5

Xenon Pharmaceuticals Biotechnology Canada 10,392 0.5

MabPlex* Health Care Providers & Services China 5,944 0.3

Dingdang Health Technology Health Care Providers & Services China 4,736 0.2

Top 50 investments 2,175,627 100.7

PORTFOLIO

INVESTMENTS HELD AS AT 31 MARCH 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

Investments Sector Country

Market value

£’000

% of

investments

Ikena Oncology Pharmaceuticals United States 4,445 0.2

Shanghai Bio-heart Biological Technology Health Care Equipment & Supplies China 4,233 0.2

Passage Bio Biotechnology United States 1,627 0.1

Peloton Therapeutics* - DCC Biotechnology United States 485 0.0

Total investments 2,186,417 101.2

OTC Equity Swaps – Financed^

Healthcare M&A Target Basket Swap Baskets United States 105,629 4.9

Apollo Hospitals Enterprise Health Care Providers & Services India 32,672 1.5

Healthcare Catalyst Basket Swap Baskets United States 24,216 1.1

Pharmaron Beijing Life Sciences Tools & Services China 16,989 0.8

Jiangsu Yuyue Medical Equipment & Supply Health Care Equipment & Supplies China 11,197 0.5

Less: Gross exposure on financed swaps (217,596) (10.1)

Total OTC Swaps (26,892) (1.2)

Total investments including OTC Swaps 2,159,525 100.0

* Unquoted holding

DCC = deferred contingent consideration.

^ See Glossary beginning on page 97 and note 16 beginning on page 89 for further details in relation to the OTC Swaps.

SUMMARY

Investments

Market value

£’000

% of

investments

Quoted equities 2,041,247 94.5

Unquoted equities 145,170 6.7

Equity swaps (26,892) (1.2)

Total of all investments 2,159,525 100.0

PORTFOLIO CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

PORTFOLIO CONTINUED

PORTFOLIO DISTRIBUTION

BY SECTOR*

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)JGY.SXYWZRJSYX





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Pharmaceutical 29.9%

Healthcare Equipment/Supplies/Technology 19.6%

Biotechnology 17.6%

Healthcare Providers & Services 18.7%

Life Sciences Tools & Services 8.7%

Basket Swaps 5.5%

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)JGY.SXYWZRJSYX





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Pharmaceutical 35.1%

Healthcare Equipment/Supplies/Technology 21.1%

Biotechnology 20.7%

Healthcare Providers & Services 15.2%

Life Sciences Tools & Services 7.7%

Debt Instruments 0.2%

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North America 65.3%

Europe 18.3%

China 8.8%

Japan 5.7%

India 1.9%

3TWYM&RJWNHF

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&XNF

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North America 70.8%

Europe 12.0%

China 12.5%

Japan 3.5%

India 1.1%

BY REGION*

* Figures expressed as a % of the total economic exposure. This includes all derivatives as an economically equivalent position in the underlying holding.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

OrbiMed was founded in 1989 and

has evolved over time to be one of

the largest dedicated healthcare

investment firms in the world.

OrbiMed has managed the Company’s

portfolio since its launch in 1995.

OrbiMed had approximately U.S.$17 billion in assets under

management as of 31 March 2023, across a range of

funds, including investment trusts, hedge funds, and private

equityfunds.

INVESTMENT STRATEGY AND PROCESS

Within the guidelines set by the Board, the OrbiMed team

works to identify sources of outperformance, or alpha, with

a focus on fundamental research. In healthcare, there are

many primary sources of alpha generation, especially in

therapeutics. Clinical events such as the publication of new

clinical trial data is a prominent example and historically

has been the largest source of share price volatility.

Regulatory events, such as new drug approvals by U.S.,

European, or Japanese regulatory authorities are also

stock moving events. Subsequent new product launches

are carefully tracked and forecasted. Other sources include

legal events and, of course, merger and acquisition activity.

The team has a global focus with a universe of coverage

that covers the entire spectrum of companies, from early

stage companies with pre-clinical assets to fully integrated

biopharmaceutical companies. The universe of actively

covered companies is approaching 1,000.

OrbiMed emphasises investments in companies with

under-appreciated products in the pipeline, high quality

management teams, and adequate financial resources.

A disciplined portfolio construction process is utilised

to ensure the portfolio is focused on high conviction

positions. Finally, the portfolio is subject to a rigorous risk

management process.

THE TEAM

The wider OrbiMed Investment Team continues to expand

and now has over 100 professionals that cover all aspects

of research, trading, finance, and compliance. This includes

over 30 degree holders with MD and/or PhD credentials,

healthcare industry veterans, and finance professionals

with over 20 years of experience.

The firm has a global investment horizon and the OrbiMed

footprint now spans three continents with offices in New

York, San Francisco, Herzliya (Israel), Hong Kong, Shanghai,

Mumbai and London.

The lead managers with responsibility for the Company’s

portfolio are as follows:

Sven H. Borho, CFA, is a founder and Managing Partner of

OrbiMed. Sven heads the public equity team and he is the

portfolio manager for OrbiMed’s public equity and hedge

funds. He has been a portfolio manager for the firm’s funds

since 1993 and has played an integral role in the growth of

OrbiMed’s asset management activities.

He started his career in 1991 when he joined OrbiMed’s

predecessor firm as a Senior Analyst covering European

pharmaceutical firms and biotechnology companies

worldwide. Sven studied business administration at

Bayreuth University in Germany and received a M.Sc.

(Econs.), Accounting and Finance, from The London School

of Economics.

Trevor M. Polischuk, Ph.D., is a Partner at OrbiMed focused

on the global pharmaceutical industry. Trevor joined

OrbiMed in 2003 and became a Partner in 2011. Previously,

he worked at Lehman Brothers as a Senior Research

Analyst covering the U.S. pharmaceutical industry. Trevor

began his career at Warner Lambert as a member of the

Global Marketing Planning team within Parke-Davis. Trevor

holds a Doctorate in Neuropharmacology & Gross Human

Anatomy and an M.B.A. from Queen’s University, Canada.

ORBIMED CAPITAL LLC

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

PORTFOLIO MANAGER’S REVIEW

MARKETS

The reported financial year was up and down for the

global equity markets. Whilst the pandemic eased as a

global healthcare crisis, its lingering economic impact

still reverberated across the world. Inflation, rising

interest rates and the war in Ukraine all played major

parts in shaping equity returns. Overall, global inflation

and the ensuing central bank responses led to an array

of conflicting crosscurrents between currency values,

gross margin pressures, and higher financing costs that

all shaped the market. The year was a product of many

things, with perhaps the only constant being the unyielding

battle between macro factors and industry fundamentals

– forcing investors to grapple with the “yin and yang” of

these two disparate market forces.

The net result, amazingly, was rather modest, with a global

market total return of -0.5% as measured by the MSCI

World Index (in sterling terms). This despite the significant

volatility in between the start and end of the year with

several material drawdowns. Even local geographies

were not in agreement with the various market forces,

with the FTSE All-Share Index finishing notably up 2.8%

whilst the S&P 500 finished down 1.8% (both figures in

sterling measured on a total return basis). Even healthcare

stocks did not fare as expected, partially eschewing their

defensive characteristics to post a +2.5% total return

(sterling) in the year, obviously lagging the UK market but

outpacing others.

PERFORMANCE

Overall, for the year ended 31 March 2023, the Company

generated a net asset value total return of -0.1% whilst

the share price total return was -4.1%. This performance

lagged the Benchmark return of +2.5%. Performance

– both absolute and relative – came intermittently

throughout the year, largely reflecting the aforementioned

struggle between fundamental industry drivers and

macroeconomic factors that heavily influenced equity

markets.

Certainly, the start of calendar year 2022 was dominated

by the macro and global markets came under intense

pressure as investors focused on tightening monetary

policies, continued geopolitical tensions, and concerns

about COVID-induced lockdowns in China. Preference

for “value-over-growth” continued as a macro theme for

investors, as did healthcare being relatively defensive.

This set-up was not conducive to performance given

our preference for innovative growth companies and

as a result the Company’s returns materially lagged the

Benchmark to start the financial year in April and May.

FINANCIAL YEAR PERFORMANCE COMPARISON

(WORLDWIDE HEALTHCARE TRUST VS. MSCI WORLD HEALTHCARE INDEX)

Source: Bloomberg, OrbiMed; Data updated through 31 March 2023. Note: WWH performance figures are net of fees

MSCI Health (total return) (+2.5%)

Mar 2022 Apr 2022 May 2022 Jun 2022 Jul 2022 Aug 2022 Sep 2022 Oct 2022 Nov 2022 Dec 2022 Jan 2023 Feb 2023 Mar 2023

WWH NAV (total return) (-0.1%)

-10

-5

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

PORTFOLIO MANAGER’S REVIEW CONTINUED

PERFORMANCE SEGMENTS

MACRO-DRIVEN VS. FUNDAMENTAL-DRIVEN PERFORMANCE

However, as we had been expecting, mergers and

acquisitions (M&A) in the therapeutics space finally

inflected in June and this phenomenon carried on well

into early October. This coincided with a host of important

– and positive – clinical catalysts which helped to move

biotechnology stocks higher during this period. Investor

interest picked up and fund flows followed. The Company

recorded a +11.0% return during this period, which was

nearly 9.0% better than the Benchmark.

As the calendar-year-end approached, investor focus

shifted yet again and stock markets rounded off a

tumultuous year with gains, including healthcare, only to

stumble in December as recessionary fears spiked. This

environment again favoured larger capitalisation stocks

and value names, impacting the Company’s relative

returns in this three-month period.

Finally, the fourth quarter of the financial year was similarly

volatile. Healthcare stocks were clear laggards in January

as investors pivoted from fears of a looming recession,

to the view that a softer landing may be possible given

decelerating inflation, a stronger European outlook, and the

swift re-opening in China. Defensive healthcare sectors

– like large capitalisation pharmaceutical stocks and

managed care – therefore saw investor outflows and this

continued into February as healthcare stocks continued to

underperform the broader markets. This set-up favoured

our portfolio positioning and despite some modest

declines in this segment, the Company returned over 2.0%

more than Benchmark.

We are pleased to report that this performance to start

the calendar year has continued in the first 6 weeks of the

new financial year. M&A activity has remained elevated

thus far, a number of key catalysts have been positive, and

this has buoyed the Company’s performance as strong

fundamentals are consistent with our bullish positioning.

Specifically, from the start of the financial year to the date

of this report, the NAV has advanced 6.2% compared to the

Benchmark return of +0.9%.

Source: Bloomberg, OrbiMed; Data updated through 31 March 2023. Note: WWH performance figures are net of fees

MSCI Health

Apr

May

-0.2

-7.3

-1.5

-1.6

+11.2

+2.3

+4.1

-3.6

Jun

WWH

-10

-5

Jul

Aug

Sep

Oct

Jun

-10

-5

Oct

Nov

Dec

Jan

-10

-5

Jan

Feb

Mar

Apr

-10

-5

April and May 2022 June to September 2022 October to December 2022 January to March 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

Despite the volatility that marked the reported financial

year, we are pleased to report that the long-term

performance of the Company is strong. Overall, the

Company’s net asset value performance since inception

to 31 March 2023 (from 28 April 1995), is a return of

+4,234.1%, an average of +14.5% per annum. This

compares to a cumulative blended Benchmark return of

+2,189.0%, an average of +11.9% per annum, over the same

investment horizon. This compares to the FTSE All-Share

Index return of +579% and +7.1%. As we enter our 29th year

of managing the Company, the multiple since inception of

42x represents both the strength of the healthcare industry

and the unyielding global demand for healthcare related

goods and services. It also shows what an active manager

or specialist investor can do in healthcare, especially in the

face of a highly idiosyncratic, global sector that possesses

many barriers to understanding the scientific, clinical,

regulatory, technological, and political environment that

envelops all ofhealthcare.

KEY SOURCES OF CONTRIBUTION

The key contributor to performance in the year was from

emerging biotechnology stocks (defined primarily as small

- and mid -capitalisation stocks). Positive contribution

here was due to both allocation effect and individual stock

picking, contributing both absolute (over 4.5%) and relative

(over 4.0%) performance. Recall that our positioning in this

sub-sector has been a key strategic overweight for us and

will remain so given the impressive innovation cycle that

continues to date. This contribution was partially offset due

to allocation effect within large capitalisation biotechnology

stocks, where we were not materially invested, which

detracted approximately 1.0% relative to the Benchmark.

The second largest contributor on a sub-sector basis

was large capitalisation pharmaceuticals. The group

experienced similar volatility to the broad market

throughout the financial year, but finished higher on a

relative basis. Our exposure here contributed nearly 1.2%

to performance. This was offset by allocation, as we were

materially underweight this sub-sector, creating nearly

1.6% of relative underperformance. However, we do note

that we consider large capitalisation pharmaceuticals as a

funding source for biotechnology, so this positioning overall

was a net positive.

The final subsector with absolute contribution of over 1.0%

was from Japan pharmaceuticals. Here the contribution

was completely due to stock picking. Overall weighting was

mostly in-line with the Benchmark, creating over 0.7% of

relative performance.

PORTFOLIO MANAGER’S REVIEW CONTINUED

PERFORMANCE SINCE INCEPTION

(WORLDWIDE HEALTHCARE TRUST NAV VS. BLENDED BENCHMARK*)

* With effect from 1 October 2010, the performance of the Company is measured against the MSCI World Health Care Index on a net total return, sterling

adjusted basis. Prior to this date, performance was measured against the Datastream World Pharmaceutical & Biotechnology Index (total return, sterling

adjusted). Source: Frostrow, Bloomberg

WWH Share Price (total return) (+3,705.4%)

Benchmark (total return) (+2,189.0%)

Apr

Mar

WWH NAV (total return) (+4,234.1%)

FTSE (total return) (+578.8%)

1000

2000

3000

4000

5000

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

SOURCES OF CONTRIBUTION (ABSOLUTE)

-5

-4

-3

-2

-1

Biotech Japan Services Tools

Pharma

Medtech India China

Source: Frostrow

Lastly, another subsector of note was medical technology.

Whilst we were fully invested in this space, overall

performance for these stocks was negative in the financial

year, down on average 7.5% in the Benchmark. The

subsector was adversely impacted by a mix of macro

factors and fundamental headwinds, namely hospital

staffing shortages, semiconductor shortages, elevated

oil and resin prices, shipping bottlenecks and a dearth

of meaningful new product cycles. However, many of

these issues have abated and even reversed, leading to a

tailwind for the sector going forward. Due to stock picking

in the reported period, our average returns were superior,

down on average 0.3% in the portfolio. This added over

1.1% of relative performance.

SOURCES OF CONTRIBUTION (RELATIVE)

-5

-4

-3

-2

-1

Biotech Medtech Tools Services Japan

India Pharma China

Source: Frostrow

In terms of subsectors that materially detracted

from performance, we highlight two. First, specialty

pharmaceuticals detracted more than 1.0% in both

absolute and relative performance, due to a single stock

pick (Horizon Therapeutics – discussed below). Second,

emerging market stocks, particularly China healthcare

(a key strategic overweight) was particularly volatile in

the financial year. That said, China detracted over 1.6% in

both absolute and relative performance, due to a single

stock pick (Shanghai Bio-heart Biological Technology –

discussed further on page 19).

UNQUOTED

During the financial year ended on 31 March 2023,

the Company strategically refrained from making new

investments in unquoted companies, as we cautiously

navigated the challenging public offering market for small

and mid-capitalisation therapeutic firms. Encouragingly,

however, one of the existing unquoted investments,

DingDang Health Technology Group, completed its

initial public offering (IPO) in mid-September, despite a

subsequent share price decline (described below). With the

recent encouraging signs of improvement in the capital

market funding landscape, we are optimistic about the

potential for more unquoted investments to achieve listings

in the current financial year.

As of 31 March 2023, unquoted company investments

made up 6.7% of the Company’s net assets, only slightly

down from 7.1% on 31 March 2022. The existing unquoted

portfolio demonstrates a diverse and forward-looking

approach. Geographically, around 60% is exposed to

emerging markets and the remainder is invested in North

American companies. On a sector basis, half of the

unquoted investments are in healthcare services, with

additional allocations to life sciences tools, biotechnology,

and medtech.

For the year ended 31 March 2023, the Company’s

unquoted strategy encountered a few challenges, resulting

in a loss of £17.3 million and an implied return of -10.3%,

which somewhat offset the substantial gain of £42.5 million

in the financial year ended 31 March 2022. The decline was

primarily driven by a post-listing decrease in DingDang

Health Technology Group (£7.5 million) and net write-

downs in the remaining unquoted portfolio of £9.8 million.

Nevertheless, given the emerging positive trends in the

market and our strategic approach, we remain confident

in the future performance of our unquoted investments,

echoing the successes of prior years.

PORTFOLIO MANAGER’S REVIEW CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

MAJOR CONTRIBUTORS TO PERFORMANCE

The top six contributors to absolute performance were a

combination of therapeutic and non-therapeutic stocks,

but the impact of M&A in the biopharmaceutical sector

on performance was the distinguishing feature of positive

performance in the year.

M&A IMPACT ON PERFORMANCE

3 OF THE TOP 5 CONTRIBUTORS WERE

BIOTECHNOLOGY TAKE-OUTS.

>100%

premium

>100%

premium

>$40

billion

The largest contributor in the period was Global

Blood Therapeutics. The California based small-mid-

capitalisation biotechnology company focuses on clinical

medicines used to treat blood-based disorders, such as

sickle cell disease (SCD). The company was acquired

by Pfizer in an announced transaction in August 2022.

The agreed upon price was for a total enterprise value

of U.S.$5.4 billion, a 100% premium to the unaffected

share price. In addition to an already marketed product

for the treatment of SCD, Oxbryta (voxelotor), Pfizer also

gained important pipeline assets, including GBT601, an

oral, once-daily, next-generation sickle haemoglobin

(HbS) polymerization inhibitor in the Phase 2 portion of

a Phase 2/3 clinical study. GBT601 has the potential to

be a best-in-class agent targeting improvement in both

haemolysis and frequency of vaso-occlusive crisis (VOC).

Another promising pipeline asset is inclacumab, a fully

human monoclonal antibody targeting P-selectin which is

being evaluated in two Phase 3 clinical trials as a potential

quarterly treatment to reduce the frequency of VOCs and

to reduce hospital readmission rates due to VOCs. The

transaction officially closed in early October 2022.

In addition to the above, Pfizer also executed on the

largest M&A healthcare transaction of the year, acquiring

Seattle-based oncology player, Seagen. Pfizer announced

its intention in March 2023. In a U.S.$43 billion deal “to

battle cancer”, the two companies entered into a definitive

agreement that will see Pfizer acquire the company for

$229 per share, a premium of more than 100% to the

company’s 52-week low. Seagen is a pioneer in “antibody

drug conjugate” (ADC) technology, with four of the twelve

total U.S. Food & Drug Administration (FDA)-approved

and marketed ADCs using its technology industry-wide.

ADCs are a transformative modality that is emerging as a

powerful tool across a broad range of cancers designed to

preferentially kill cancer cells and limit off-target toxicities.

ENHERTU

3RD GENERATION ANTIBODY DRUG CONJUGATE

Discovered by:

Co-marketed & Co-Developed by:

Overexpression of HER2

leads to cancer

Enhertu

First FDA Approval: Dec '19

Metastatic Breast Cancer Additional Indications

HIGH HER2+ EXPRESSION

EFFICACY SUPERIOR TO KADCYLA

Risk of Death by 72%

LOW HER2+ EXPRESSION

ESTABLISHED NEW STANDARD

OF CARE

Risk of Death by 50%

• Gastric

• Colon

• Lung

• Earlier lines of therapy

Mega-Blockbuster

with peak sales

potential in excess

of $15 billion

Unprecedented

Efficacy

The Japanese pharmaceutical interest, Daiichi-Sankyo,

has emerged as the other leader in ADC technology and

is a pioneer in creating “3rd generation” ADCs that are

more potent and safer than ever before. Their first offering,

Enhertu (trastuzumab deruxtecan), for the treatment of

specific forms of metastatic breast cancer, has already

become a blockbuster product. The share price re-rated

multiple times in the fiscal year as the company disclosed

new data sets (low HER2+ expression), new approvals

(high HER2+ expression), and sales above expectations

consistently through the year (sales >$1 billion in the first

nine months). One of the most interesting data disclosures

occurred in June 2022 at the American Society of Clinical

Oncology meeting in Chicago where Enhertu was shown to

double the length of survival in women with “low HER2+”

expression. The data was so impressive, the thousands of

oncologists in attendance collectively rose in a standing

ovation. The stock has also appreciated ahead of the

first pivotal data for the company’s next ADC offering,

datopotamab deruxtecan (Dato-DXd) for the treatment of

specific lung cancer, which “could be bigger than Enhertu”,

as per the company’s partner, AstraZeneca.

PORTFOLIO MANAGER’S REVIEW CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

BioMarin Pharmaceutical is another California based

small-mid-capitalisation biotechnology company that

was a material contributor to performance. The company

is well known for developing and commercialising

therapeutic enzyme products but has more recently

added efforts in gene therapy. Their lead asset, Roctavian

(valoctocogene roxaparvovec), is the first gene therapy

for the treatment of severe haemophilia A. An approval

for Roctavian in Europe (August 2022) and an imminent

approval by the FDA (expected in June 2023) helped push

the share price higher in the reported period, despite some

profit taking late in the year. Additionally, the company’s

new product launch for achondroplasia, Voxzogo

(vosoritide), has been very successful. Multiple upward

sales revisions for Voxzogo through 2022 were also an

important tailwind for the share price.

The Cambridge, Massachusetts biotechnology company,

Sarepta Therapeutics, has evolved into a rare disease

company with expertise in the treatment of Duchenne

Muscular Dystrophy (DMD), a severe type of muscle

wasting found in young males. More recently, the

company has acquired and developed a platform

technology in gene therapy which they have applied to

DMD patients. This development programme had moved

into pivotal stages and the data had looked promising as a

potential cure for these patients. The stock moved higher

as a result, and moved higher still after the company was

granted an accelerated approval path by the FDA for their

lead gene therapy asset (delandistrogene moxeparvovec).

Some share price volatility of note closed the end of the

financial year due to some internal disagreement within

the FDA about the approvability of delandistrogene, which

was ultimately resolved with a positive recommendation

for approval by an external advisory committee meeting in

May 2023.

Finally, yet another California based small-mid-

capitalisation biotechnology company was a significant

contributor to performance via its acquisition during the

fiscal year. Turning Point Therapeutics was acquired by

Bristol-Myers Squibb for a total equity value of U.S.$4.1

billion, representing a +125% premium to the previous

closing share price. The deal was announced in June

2022 and closed August 2022. Turning Point Therapeutics

is a clinical-stage precision oncology company with a

pipeline of investigational medicines designed to target the

most common mutations associated with oncogenesis.

Their lead asset, repotrectinib, is a next generation,

potential best-in-class tyrosine kinase inhibitor, targeting

the ROS1 and NTRK oncogenic drivers of non-small cell

lung cancer (NSCLC) and other advanced solid tumours.

Repotrectinib is expected to be approved in the U.S. in the

second half of 2023 and become a new standard of care

for patients with ROS1-positive NSCLC in the first-line

setting.

MAJOR DETRACTORS FROM PERFORMANCE

Investments that experienced negative returns were

very diverse in nature, whether it be geographically

(U.S., Europe, and China) or sector (biotechnology,

pharmaceuticals, and medical technology). The one

common thread each of the stocks faced was a

unique individual event, such as a clinical trial failure, a

commercial sales slowdown, or even de-risking ahead of a

catalyst, which subsequently triggered a fall in share price.

The main detractor in the year was Shanghai Bio-

heart Biological Technology the China-based medical

technology company is a leader in interventional

cardiovascular devices. The company has enjoyed

enormous success since its IPO in late 2021, with returns

in excess of 250% of its original listing price. However,

the stock inexplicably began to sell off, even falling in

November on no obvious news. We speculated that

some profit taking took place ahead of an important data

disclosure for the company’s novel renal denervation

device for uncontrolled hypertension, expected early in

2023. This was partially confirmed when the competitor

data (from Medtronic) failed to prove that its renal

denervation system reduced patients’ ambulatory systolic

blood pressure. Additionally, the share price was pressured

as some investors may have sold ahead of the lock-up

expiration for private investors in December 2022.

Mirati Therapeutics is a California-based biotechnology

company developing novel small molecule drugs to treat

cancer. In particular, their lead program is a targeted

oncology therapy intended to treat patients with lung

cancer that harbours a specific mutation in the KRAS

gene. Shares rose in late 2022 amid rumours that the

company might be acquired; however, they ultimately

fell in December 2022 following the presentation of

disappointing clinical trial data. The data suggested

that their lead programme might not be superior to

the standard of care therapy in first line lung cancers

PORTFOLIO MANAGER’S REVIEW CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

harbouring a KRAS mutation. Instead, the drug may be

used in more advanced lung cancer patients where the

market opportunity is smaller.

Horizon Therapeutics is a U.S. based specialty

pharmaceutical company that presided over one of the

most successful drug launches ever in 2020. Tepezza

(teprotumumab) was developed by the company to

treat “TED” or thyroid eye disease, a painful, disfiguring,

and debilitating disorder of the musculature of the eye.

Launched in January 2020, the drug was well on its way

to blockbuster status despite the commercial headwinds

of the COVID-19 pandemic. Despite a temporary

government-mandated shutdown in the manufacturing

of Tepezza due to the prioritisation of COVID-19 vaccine

production in early 2021, the re-launch of the product in

April 2021 exceeded expectations. Whilst this success

continued into early 2022, the sales growth for Tepezza

then began to unexpectedly flatten, and the company

reported second quarter sales that were disappointing

and full year sales guidance was lowered. Additionally,

investors learned that a key study (Tepezza usage in

chronic patients) was delayed into 2023. As a result,

the stock fell. We exited the position as the company

pondered new marketing initiatives and increased spend

to reinvigorate Tepezza sales in 2023, whilst awaiting

trial results for the chronic indication. We were no longer

invested in the company when Amgen announced its

intention to acquire the company in December 2022.

Investing in healthcare necessarily brings with it clinical

risk. For Swiss pharmaceutical giant, Roche, the bad news

came in threes during 2022. First, the company started

the financial year off on the wrong foot when in April 2022

they confirmed that their investigative oral hormonal

therapy, giredestrant, a “SERD” (selective estrogen

receptor degrader), failed to show a benefit in advanced

breast cancer. Then in May 2022, Roche confirmed that

their “anti-TIGIT” antibody, tiragolumab, failed on an

interim look in the treatment of lung cancer. And finally

in November 2022, Roche confirmed that their high risk /

high reward antibody, gantenerumab, failed delaying the

progression in mild-to-moderate Alzheimer’s patients.

This string of unfortunate clinical trial failures coupled with

declines in profits due to the dwindling effects of COVID-

related sales (particularly in the company’s diagnostics

unit), led to share price declines in the period.

The medical technology company, Edwards Lifesciences,

is a developer of tissue replacement heart valves, and

more specifically transcatheter heart valves (THV). The

company’s current valve portfolio is largely comprised

of transcatheter aortic heart valves (TAVR), a market

which has been growing solidly in the double-digit range

but experienced some disruption in the second half of

2022 due to hospital staffing shortages across the U.S.

This has fuelled investor concerns that the market is

maturing and is one of the primary reasons for prolonged

weakness in the share price during the reported period.

Other headwinds facing the stock were mostly macro in

nature, including the negative sentiment for growth stocks

and rising interest rates. However, there is evidence that

staffing shortages and other hospital difficulties have

eased so far in 2023, which should benefit all medtech

companies and especially those most exposed to inpatient

procedure volumes, such as Edwards. Moreover, the

company is the process of launching a key new product

cycle in the transcatheter mitral heart valve (TMVR)

market, which has the potential to accelerate top line

growth in 2023 and more fully in 2024.

DERIVATIVE STRATEGY

The Company has the ability to utilise equity swaps and

options as part of its financial strategy. Throughout the

financial year, the Company leveraged single stock equity

swaps to access Chinese and Indian investments in

emerging markets, which would otherwise be inaccessible

through more traditional investment methods. Despite

detracting £22.8 million from performance in the financial

year ended 31 March 2023, we remain confident in the

long-term prospects of emerging market securities,

particularly those trading locally in mainland China.

Additionally, the Company strategically invested in two

customised tactical basket swaps, targeting growth

opportunities in undervalued small and mid-capitalisation

therapeutic companies. These baskets were constructed

to capitalise on two prevailing themes that we anticipate

will deliver strong returns in current financial year:

1)investment opportunities possessing considerable

potential as attractive acquisition targets for larger

corporations, and 2)those exhibiting a favourable risk/

reward profile in light of upcoming clinical catalysts.

PORTFOLIO MANAGER’S REVIEW CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

LEVERAGE STRATEGY

Historically, the typical range of leverage level employed

by the Company has been between high single digits to

mid-teens. Considering the market conditions over the

past three financial years, we have, more recently, used

leverage in a more tactical fashion. Examples include the

volatility around the original emergence of the pandemic

in March 2020 and the U.S. Presidential election in

November 2020 and the subsequent U.S. Senate run-off in

January2021.

More recently, we increased leverage back into the low-to-

double digits, a reflection of our overall bullishness on the

portfolio, a turn in biotechnology stocks, and the relative

outlook for healthcare ahead of a potential recession.

One caveat that keeps us from extending leverage even

further, is the volatile and uncertain macro backdrop,

either economic in nature or even further geopolitical

unsettlement in the east.

SECTOR DEVELOPMENTS AND OUTLOOK

Whilst healthcare stocks in general may have struggled

this year given the see-saw of macro headwinds, there

were a number of positive sector developments to

highlight. First, some investors expressed angst over a

slowdown of new drug approvals at the FDA. However,

entering 2023, disrupted work schedules because of

the coronavirus have dwindled and most recently, FDA

inspectors returned to China for the first time in years

which is encouraging (source: Washington Analysis).

A significant number of complete response letters and

extended user fee dates had been issued by the agency

due to the inability to complete the inspections, so this

is a welcome relief for the industry. More importantly,

despite some delays, the past six years have been the

most productive in industry history, with almost 300 new

product approvals during that span. The FDA has kept

pace so far in 2023, with 13 additional approvals in the

first three months of the calendar year (source: fda.gov).

Perhaps the largest sector development that has occurred

during this period is new legislation that was approved

by the U.S. Senate and signed into law in July 2022

– the Inflation Reduction Act of 2022 (“IRA”) – which

settled concerns about prescription drug price reform.

The threat of drug price reform in the U.S. has been a

persistent source of uncertainty and negative sentiment,

an overhang for the biopharmaceutical sector for decades,

but particularly over the past two years since President

Biden took office. The IRA was modest in scope and

included a mix of positive and negative factors for the

biopharmaceutical industry. Overall, we view the IRA as

very manageable for the biopharmaceutical sector, with

limited impact on profits into the end of the decade, and

perhaps the issue of drug price reform can now begin to

dissipate as an overhang on the sector.

U.S. DRUG PRICE REFORM IMPACT: MIXED BUT MANAGEABLE

PORTFOLIO MANAGER’S REVIEW CONTINUED

Three Main Components to the IRA 2022 re: Drug Price Reform

INFLATION REDUCTION ACT - OF 2022

Medicare Price Negotiations

Medicare Part D Redesign

Drug Price Inflation Cap

Requires drug companies

to pay rebates to Medicare

if they increase drug prices

faster than inflation

Removes the “donut hole”

and replaces it with an

“out-of-pocket cap” of

$2,000 per patient

Enables Health & Human

Services to set the prices of

certain costly drugs within

the Medicare program

NEUTRAL

• Price is no longer a revenue driver for pharma

• LIST prices do rise today, but < levels of inflation

• NET prices are cut even further due to rebating

• Curbs bad actors = positive for industry image

POSITIVE

• Lowers out of pocket expenses

• Increases affordability of medicines

• Increases adherence / treatment duration of times

• Increases patient access

• Should result in increased volumes

NEGATIVE but MANAGEABLE

• Not in effect until 2026

• Only 10 drugs per year are negotiated

• Targets medicines that are near the end of their life

cycles but do not yet have generic competition

(9 yrs - small molecules / 13 yrs - biologics)

• Only a potential $40 billion incremental hit to U.S.

Rx revenues to 2032 (out of $660 billion)

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

The Company has taken advantage of accelerating M&A

activity within the biotechnology space and we expect

that trend to continue. With the insatiable need for large

capitalisation companies to continue to fill their pipelines and

replace revenues lost to patent expirations, this is a logical

view. In fact, the pharmaceutical industry appears to be facing

another “patent cliff”, starting in 2023 and inflecting in 2025. A

number of major blockbusters will be losing their exclusivity

and sales will erode substantially, leaving major gaps in

revenues and earnings for a number of companies.

With the historic small-mid-capitalisation biotechnology

stock sell-off and large capitalisation executives talking

up the need to execute deals, a plethora of transactions

began in earnest, inflecting in June 2022. The result for

the financial year was a near doubling in the number of

biotechnology transactions to 30 and near quadrupling of

the value of deals, to U.S.$113billion. This has been a real

rallying point for the industry, especially in biotechnology,

and as we have seen in the past, M&A can move the entire

sector higher and we have finally seen these stocks move

off the bottom after experiencing the largest and longest

drawdown in the history of the “XBI” (the biotech ETF).

PORTFOLIO MANAGER’S REVIEW CONTINUED

BIOTECH M&A: YEAR-OVER-YEAR ACCELERATION

FY 2021 17 $31 billion

FY 2022 30 $113 billion

YOY +76% +265%

# of Deals $ Value of Deals

Periods ending March 31. SOURCE: FactSet, Company Websites

We expect this accelerated M&A pace to continue.

Why? The pace of innovation within the biotechnology

industry remains impressive and is the number one

value driver in the industry. The patent cliff keeps the

appetite of large capitalisation companies for additional

new pipelines and products very high. Additionally,

historically low biotechnology valuations will continue to

fuel biotechnology acquisitions. Over 200 life sciences

companies continue to trade at negative enterprise values

(i.e., market capitalisations below net cash). As shown in

the following chart, revenue multiples for the sector are

also bouncing off bear market recessionary lows.

LARGE CAP PHARMACEUTICALS: LOOMING PATENT CLIFF

SOURCE: Evaluate, “The Patent Winter is Coming”, May 25, 2022; S &P Global report, data as of February 17, 2022.

$60

$50

$40

$30

$20

$10

Sales at Risk ($bn)

2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

US Loss of

Exclusivity

(Projected)Drug Name

2021

Global Sales

($bn)Company

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

BIOTECHNOLOGY TRADING AT HISTORICALLY

LOWREVENUE MULTIPLES

Historical recession min.Median Biotech EV/Sales

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2013 2017 2019 2021 2023

50x

40x

30x

20x

10x

Another important phenomenon that typically follows an

acceleration of M&A is the rekindling of clinical and regulatory

catalysts as key stock moving events. After an inflection of

M&A, typically there is a renewed appreciation of the catalyst

strategy as investors are reminded of why companies are

being bought for 100 to 200% premiums – innovation.

And in 2023, we expect investor focus to return to such

catalysts, across such examples as gene therapy, a highly

scrutinised new therapeutic technology that was left for

dead in 2022 due to emerging safety concerns, but is now

on the precipice of three new product launches. And there

are many more, across oncology, nephrology, neurology,

and so on. The commercial opportunities that are eventually

created are significant. The top 15 new product opportunities

in biotechnology today could create over U.S.$60 billion in

cumulative sales by the next decade (source: Jefferies).

PORTFOLIO MANAGER’S REVIEW CONTINUED

15 NOVEL BIOTECH-SOURCED LAUNCHES WITH >U.S.$60 BILLION IN CUMULATIVE REVENUES

2023 2024 2025 2026 2027 2028 2029 2030 2031 2032

Risk Unadjusted Consensus Revenue ($B)

$70

$60

$50

$40

$30

$20

$10

FGEN $2.4B FibroGen

BMRN $2.6B BiOMARIN

PCVX $2.8B Vaxcyte

AXSM $2.8B Axsome

VTYX $2.8B Ventyx

ASND $3B Ascendis

CYTK $3.6B Cytokinetics

ITCI $3.6B Intra-Cellular

APLS $4.0B Apellis

RXDX $4.8B Prometheus

NTLA $5.1B Intellia

MDGL $5.5B Madrigal

KRTX $6B Karuna

ARGX $6.8B Argenx

ALNY $7.3B Alnylam

Finally, a word on emerging markets. China’s re-emergence

from its zero-COVID policy provides an important new

growth driver for global healthcare companies. Major

Chinese cities have gone from lockdowns to traffic jams

in just a few months. The principle here is simple – as

China re-opens from its zero-COVID policy, the economy

and the local equity market should follow. The Hong Kong

healthcare index hit all-time lows in October 2022, after

ill-founded investor fears about government and political

interference - both from China and the U.S. - created a

market dislocation. A rebound into calendar year-end

ensued in anticipation of an economic re-opening. And

whilst geopolitical tensions created some volatility early in

2023, we are optimistic about China going forward as this

oversold situation should reverse.

Sven H. Borho and Trevor M. Polischuk

OrbiMed Capital LLC

Portfolio Manager

6 June 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

CONTRIBUTION BY INVESTMENT

ABSOLUTE CONTRIBUTION BY INVESTMENT FOR THE YEAR ENDED 31 MARCH 2023

Principal contributors to and detractors from net asset value performance

Top five contributors Country Sector

Contribution

£’000

Contribution

per share*

Global Blood Therapeutics** USA Biotechnology 30,805 0.5

Seagen** USA Biotechnology 28,289 0.4

Daiichi Sankyo Japan Pharmaceutical 23,488 0.4

BioMarin Pharmaceutical USA Biotechnology 21,598 0.3

Sarepta Therapeutics USA Biotechnology 20,665 0.3

Top five detractors

Edwards Lifesciences USA Healthcare Equipment & Supplies (18,551) (0.3)

Roche Switzerland Pharmaceutical (24,481) (0.4)

Horizon Therapeutics** USA Biotechnology (29,324) (0.5)

Mirati Therapeutics USA Biotechnology (33,332) (0.5)

Shanghai Bio-heart Biological Technology China Healthcare Equipment & Supplies (42,324) (0.7)

* Calculation based on 64,474,422 shares being the weighted average number of shares in issue during the year ended 31 March 2023

** Not held at 31 March 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

AND CLIMATE CHANGE

The Company’s Portfolio Manager, OrbiMed, is guided by

its Responsible Investing Policy in its approach to ESG

(Environmental, Social and Governance). They seek to

invest in innovative healthcare companies that are working

towards addressing significant unmet medical needs,

across biopharmaceuticals, medical devices, diagnostics,

and healthcare services sectors, globally.

OrbiMed believes that there is a high congruence between

companies that seek to act responsibly and those that

succeed in building long-term shareholder value. They seek

to integrate ESG into the overall investment process, with

the objective of maximising investment returns. OrbiMed

has recruited a senior executive who has the responsibility

of overseeing this project. Investment decisions are

based on a variety of financial and non-financial company

factors, including environmental, social, and governance

information.

As a responsible investor, OrbiMed negatively screens

potential investments and business sectors that may

objectively lead to negative impacts on public health or

well-being. They consider healthcare sector-specific

guidance from the Sustainability Accounting Standards

Board (SASB) to determine material ESG factors as part

of their investment research. Social factors such as

affordability, pricing, access, and safety dominate the

financially material ESG issues for the pharmaceutical,

biotechnology, and medical devices sub-sectors, followed

by governance factors. Environmental factors such as

greenhouse gas (GHG) emissions are not featured as

material. Energy and waste management appear as

material factors for healthcare delivery, and drug retailer

sub-sectors, where the physical footprint of the companies

is large. The healthcare and life sciences sector is highly

regulated, globally. Environmental regulation, along with

quality-related regulation is well-established across both

developed and emerging markets. To that end, OrbiMed

considers compliance with local laws and regulations as

one of the factors in its investment evaluation. Depending

on the investment, all or a subset of the ESG factors that

are financially material and relevant are considered in

OrbiMed’s research.

MONITORING AND ENGAGEMENT

OrbiMed utilises ESG scores for public equity holdings

from third-party service providers. To supplement the

information from these providers, OrbiMed also conducts

proprietary analysis of ESG performance. The scores

from the third-party service providers are integrated

with OrbiMed’s own analysis onto a proprietary business

intelligence platform for regular monitoring.

OrbiMed also generally engages on a regular basis with its

portfolio companies through meetings with management,

proxy voting, and in some cases, through board

representation.

OrbiMed’s analysts regularly track ESG information

on safety of clinical trials, drug/product safety, ethical

marketing, call-backs and other materially relevant factors.

In addition, OrbiMed is taking the initiative in leading

meaningful ESG engagement in the healthcare sector. As

part of these efforts, OrbiMed engages with companies

directly or through brokers, and facilitates dialogue and an

exchange of best practice among investors, companies,

and other relevant experts on ESG in the healthcare sector.

Some examples of engagement include:

• Engagement with large capitalisation pharmaceutical

companies on reporting, environmental sustainability,

access, product pricing, supplier engagement and

targets on ESG through an investor conference and

broker-led ESG road shows;

• Participation in an ESG conference where a mid-

capitalisation biotechnology company disclosed its ESG

governance, and discussed key programmes including

increasing diversity in clinical trials, employee diversity

and talent-building initiatives, and other community

initiatives; and

• As part of the ‘Industry Investor Connect’, OrbiMed

participated in an ESG roundtable discussion with a

large capitalisation medical devices company and a

pharmaceutical company, alongside 10 other investors.

Topics discussed included drugs and product safety,

litigation, and access to medicines.

OrbiMed also participated in the Goldman Sachs

Sustainability Conference in September 2022 and the

Jefferies London Healthcare Conference in November 2022,

alongside several healthcare companies and investors, to

allow further dissemination and discussion of leading ESG

practices in the healthcare sector.

Between April 1, 2022, and March 31, 2023, a total of 776

proposals came to vote within the Company’s portfolio.

Of these, 759 were management proposals and 17 were

shareholder proposals.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

Number of votes

against

management’s

Total number Voted Votes proposed

Proposed by of proposals Voted for against abstained response

Management 759 667 92 0 88

Shareholder 17 2 15 0 2

There was one management proposal referring to an ESG

report and two shareholder proposals regarding product

pricing. ‘Affordability and pricing’ is one of the material ESG

topics listed in the Sustainability Accounting Standards

Board guidance for the Biotechnology and Pharmaceuticals

sub-sector.

OrbiMed provides a quarterly update on ESG to the Board

of the Company. This provides updates on the evolving

regulatory landscape as well as details of monitoring,

engagement and its proxy voting activity. ESG reporting

by companies within the portfolio is also examined in the

quarterly report.

CLIMATE CHANGE

As per the guidance from SASB, climate change in relation

to the Company’s own operations is not a material ESG

consideration for the biotechnology and pharmaceutical,

medical equipment and supplies, and managed care

sectors. However, Energy management is noted as a

material ESG concern for the healthcare delivery sector.

To that end, OrbiMed includes the scores on energy

management for the relevant sectors in its overall ESG

monitoring.

REGULATORY UPDATE ON ESG

In October 2022, the UK Financial Conduct Authority

(FCA) published the Consultation Paper on UK-specific

Sustainability Disclosure Requirements (SDR). The

proposed SDR is focused on asset managers and their UK-

based fund products and portfolio management services.

The Consultation Paper’s core elements are labelling and

classification; disclosure; and naming and marketing rules.

The FCA has concluded the Consultation on the draft Rules.

The final rules which were expected to be published in

June 2023, are now expected to be published in the third

quarter of 2023. Upon the release of the Final Rules, anti-

greenwashing rules will take effect immediately and will

be applicable to all regulated firms in the UK. Labelling and

classification rules come into effect a year later, and the

disclosure rules will follow after a further year.

In May 2022, the U.S. Securities and Exchange Commission

(SEC) proposed amendments to rules and reporting forms

to promote disclosures for investors concerning funds’

and advisers’ incorporation of ESG. Following this, in

2023, the Division of Examinations of the SEC announced

the publication of its 2023 examination priorities, which

include a focus on ESG-related advisory services and fund

offerings, to evaluate labelling and practices with respect to

stated policies and processes, in the United States.

International coherence on ESG between regimes is yet

to be achieved. The changing regulatory landscape is

continuously being monitored by OrbiMed.

Sven H. Borho and Trevor M. Polischuk

OrbiMed Capital LLC

Portfolio Manager

6 June 2023

ENVIRONMENTAL, SOCIAL AND GOVERNANCE AND CLIMATE CHANGE CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

BUSINESS REVIEW

The Strategic Report, on pages1to 40, contains a review

of the Company’s business model and strategy, an analysis

of its performance during the financial year and its future

developments and details of the principal risks and

challenges it faces. Its purpose is to inform shareholders

in the Company and help them to assess how the Directors

have performed their duty to promote the success of the

Company.

The Strategic Report contains certain forward-looking

statements. These statements are made by the Directors in

good faith based on the information available to them up to

the date of this report. Such statements should be treated

with caution due to the inherent uncertainties, including both

economic and business risk factors, underlying such forward-

looking information.

BUSINESS MODEL

Worldwide Healthcare Trust PLC is an externally managed

investment trust and its shares are listed on the premium

segment of the Official List and traded on the main market

of the London Stock Exchange. Its investment objective and

policy are set out on pages 8 and 9.

The purpose of the Company is to achieve a high level of

capital growth for its shareholders by providing a vehicle for

investors to gain, through a single investment, exposure to

the global healthcare sector through a diversified portfolio

of shares in pharmaceutical and biotechnology companies

and related securities.

The Company’s strategy is to create value for shareholders

by addressing its investment objective.

As an externally managed investment trust, all of the

Company’s day-to-day managements and administrative

functions are outsourced to service providers. As a result,

the Company has no executive directors, employees or

internal operations. The Company employs Frostrow

Capital LLP (Frostrow) as its Alternative Investment Fund

Manager (AIFM), OrbiMed Capital LLC (OrbiMed) as its

Portfolio Manager, J.P. Morgan Europe Limited as its

Depositary and J.P. Morgan Securities LLC as its Custodian

and Prime Broker. Further details about their appointments

can be found in the Business Review on pages 28 and 29.

The Company is an investment company within the meaning

of Section 833 of the Companies Act 2006 and has been

approved by HM Revenue & Customs as an investment trust

(for the purposes of Section 1158 of the Corporation Tax Act

2010). As a result the Company is not liable for taxation on

capital gains. The Directors have no reason to believe that

approval will not continue to be retained. The Company is not

a close company for taxation purposes.

The Board is responsible for all aspects of the Company’s

affairs, including the setting of parameters for and the

monitoring of the investment strategy a s well as the

review of investment performance and policy. It also has

responsibility for all strategic issues, the dividend policy,

the share issuance and buy-back policy, gearing, share

price and discount/premium monitoring and corporate

governance matters.

CONTINUATION OF THE COMPANY

A resolution was passed at the Annual General Meeting

held in 2019 that the Company continues as an investment

trust for a further five year period. In accordance with the

Company’s Articles of Association, shareholders will have

an opportunity to vote on the continuation of the Company

at the Annual General Meeting to be held in 2024 and every

five years thereafter.

THE BOARD

The Board of the Company comprises Doug McCutcheon

(Chair), Sarah Bates, Sven Borho, Dr Bina Rawal,

Humphrey van der Klugt, Tim Livett and Jo Parfrey. All of

these Directors, with the exception of Tim Livett and Jo

Parfrey served throughout the year. All are independent

non-executive Directors with the exception of Sven Borho

who is not considered to be independent by the Board.

Further information on the Directors can be found on

pages41 to 43.

All Directors, with the exception of Sarah Bates, are seeking

election or re-election by shareholders at this year’s Annual

General Meeting.

DIVIDEND POLICY

It is the Company’s policy to pay out dividends to

shareholders at least to the extent required to maintain

investment trust status for each financial year. Such

dividends will typically be paid twice a year by means of an

interim dividend and a final dividend.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

KEY PERFORMANCE INDICATORS (‘KPIs’)

The Board assesses the Company’s performance in

meeting its objectives against KPI’s as follows. The KPI’s

have not changed from the previous year:

• Net asset value (‘NAV’) per share total return against the

Benchmark;*

• Discount/premium of share price to NAV per

share;*and

• Ongoing charges ratio.*

* Alternative Performance Measure (See Glossary beginning on page 98)

Information on the Company’s performance is provided in

the Statement from the Chair and the Portfolio Manager’s

Review and a record of these measures is shown on

pages1, 2 and 3. Further information can be found in the

Glossary beginning on page 97.

NAV per share total return against the Benchmark

The Directors regard the Company’s NAV per share total

return as being the overall measure of value delivered to

shareholders over the long term. This reflects both net

asset value growth of the Company and dividends paid to

shareholders.

The Board considers the most important comparator,

against which to assess the NAV per share total return

performance, to be the MSCI World Health Care Index

measured on a net total return, sterling adjusted basis

(the‘Benchmark’). As noted on pages 8 and 9, OrbiMed has

flexibility in managing the investments and are not limited

by the make up of the Benchmark. As a result, investment

decisions are made that differentiate the Company from the

Benchmark and therefore the Company’s performance may

also be different to that of theBenchmark.

A full description of performance during the year under

review is contained in the Portfolio Manager’s Review

beginning on page 14 of this Annual Report.

Share price discount/premium to NAV per share

The share price discount/premium to the NAV per share

is considered a key indicator of performance as it impacts

the share price total return of shareholders and can

provide an indication of how investors view the Company’s

performance and its Investment Objective.

Ongoing charges ratio

The Board continues to be conscious of expenses and

works hard to maintain a balance between good quality

service and costs.

PRINCIPAL SERVICE PROVIDERS

The principal service providers to the Company are the

AIFM, Frostrow, the Portfolio Manager, OrbiMed, the

Custodian and Prime Broker J.P. Morgan Securities LLC,

and the Depositary, J.P. Morgan Europe Limited. Details

of their key responsibilities follow and further information

on their contractual arrangements with the Company

are included in the Report of the Directors beginning on

page44.

Alternative investment fund manager (‘AIFM’)

Frostrow under the terms of its AIFM agreement with

theCompany provides, inter alia, the following services:

• oversight of the portfolio management function

delegated to OrbiMed Capital LLC;

• portfolio administration and valuation;

• risk management services;

• marketing and shareholder services;

• share price discount and premium management;

• administrative and secretarial services;

• advice and guidance in respect of corporate governance

requirements;

• maintenance of the Company’s accounting records;

• maintenance of the Company’s website;

• preparation and dispatch of annual and half-year

reports (as applicable) and monthly fact sheets; and

• ensuring compliance with applicable legal and

regulatory requirements.

During the year, under the terms of the AIFM Agreement,

Frostrow received a fee as follows:

On market capitalisation up to £150 million: 0.3%; in the

range £150 million to £500 million: 0.2%; in the range

£500 million to £1 billion: 0.15%; in the range £1 billion to

£1.5 billion: 0.125%; over £1.5 billion: 0.075%. In addition,

Frostrow receives a fixed fee per annum of £57,500.

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Portfolio manager

OrbiMed under the terms of its portfolio management

agreement with the AIFM and the Company provides,

interalia, the following services:

• the seeking out and evaluating of investment

opportunities;

• recommending the manner by which monies should be

invested, disinvested, retained or realised;

• advising on how rights conferred by the investments

should be exercised;

• analysing the performance of investments made; and

• advising the Company in relation to trends, market

movements and other matters which may affect the

investment objective and policy of the Company.

OrbiMed receives a base fee of 0.65% of NAV and a

performance fee of 15% of outperformance against the

Benchmark as detailed on page 44.

Depositary, custodian and prime broker

J.P. Morgan Europe Limited acts as the Company’s

Depositary and J.P. Morgan Securities LLC as its Custodian

and Prime Broker.

J.P. Morgan Europe Limited, as Depositary, must take

reasonable care to ensure that the Company is managed in

accordance with the Financial Conduct Authority’s Investment

Funds Sourcebook, the AIFMD and the Company’s Articles of

Association. The Depositary must in the context of this role

act honestly, fairly, professionally, independently and in the

interests of the Company and its shareholders.

The Depositary receives a variable fee based on the size of

the Company as set out on pages 44 and 45.

J.P. Morgan Europe Limited has discharged certain of its

liabilities as Depositary to J.P. Morgan Securities LLC.

Further details of this arrangement are set out on page 45.

J.P. Morgan Securities LLC, as Custodian and Prime Broker,

provides the following services under its agreement with

the Company:

• safekeeping and custody of the Company’s investments

and cash;

• processing of transactions;

• provision of an overdraft facility. Assets up to 140% of

the value of the outstanding overdraft can be taken as

collateral. See page 93 for further details; and

• foreign exchange services.

AIFM AND PORTFOLIO MANAGER EVALUATION

AND RE-APPOINTMENT

The performance of the AIFM and the Portfolio Manager is

reviewed continuously by the Board and the Management

Engagement & Remuneration Committee (the “Committee”)

with a formal evaluation being undertaken each year.As

part of this process, the Committee monitors theservices

provided by the AIFM and the Portfolio Managerand

receives regular reports and views from them.

TheCommittee also receives comprehensive performance

measurement reports to enable it to determine whether

or not the performance objectives set by the Board have

been met. The Committee reviewed the appropriateness of

the appointment of the AIFM and the Portfolio Manager in

March 2023 with a positive recommendation being made to

the Board.

The Board believes the continuing appointment of the AIFM

and the Portfolio Manager, under the terms described on

pages 28 and 29, is in the interests of shareholders as a

whole. In coming to this decision, it took into consideration,

interalia, the following:

• the quality of the service provided and the depth of

experience of the company management, company

secretarial, administrative and marketing team that the

AIFM allocates to the management of the Company; and

• the quality of the service provided and the quality and

depth of experience allocated by the Portfolio Manager

to the management of the portfolio and the long-term

performance of the portfolio in absolute terms and by

reference to the Benchmark.

RISK MANAGEMENT

The Board is responsible for the management of risks

faced by the Company. Through delegation to the Audit

& Risk Committee, the Board has established procedures

to manage risk, to review the Company’s internal control

framework and establish the level and nature of the

principal risks the Company is prepared to accept in order

to achieve its long-term strategic objective. At least twice

a year the Audit & Risk Committee carries out a robust

assessment of the principal risks and uncertainties with the

assistance of Frostrow (the Company’s AIFM) identifying

the principal risks faced by the Company. These principal

risks and the ways they are managed or mitigated are

detailed on the following pages.

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Principal risks and uncertainties Mitigation

Market risks

By the nature of its activities and Investment

Objective, the Company’s portfolio is exposed to

fluctuations in market prices (from both individual

security prices and foreign exchange rates) and

due to exposure to the global healthcare sector, it

is expected to have higher volatility than the wider

market. As such investors should be aware that

by investing in the Company they are exposing

themselves to market risks and those additional

risks specific to the sectors in which the

Company invests, such as political interference in

drug pricing.

In addition, OrbiMed’s approach is expected to

lead to performance that will deviate from that

of comparators, including both market indices

and other investment companies investing in

healthcare.

The Company also uses leverage (both through

derivatives and gearing) the effect of which is

to amplify the gains or losses the Company

experiences.

To manage these risks the Board and the AIFM have appointed OrbiMed to

manage the portfolio within the remit of the investment objective and policy,

and imposed various limits and guidelines, set out on pages 8 and 9. These

limits ensure that the portfolio is diversified, reducing the risks associated

with individual stocks, and that the maximum exposure (through derivatives

and an overdraft facility) is limited. The compliance with those limits and

guidelines is monitored daily by Frostrow and OrbiMed and reported to the

Board monthly.

In addition, OrbiMed reports at each Board meeting on the performance of the

Company’s portfolio, which encompasses the rationale for stock selection

decisions, the make-up of the portfolio, potential new holdings and, derivative

activity and strategy (further details on derivatives can be found in note 16

beginning on page 89).

The Company does not currently hedge its currency exposure.

Geopolitical/regulatory and macro economic risk

Macro events may have an adverse impact

on the Company’s performance by causing

exchange rate volatility, changes in tax or

regulatory environments, and/or a fall in market

prices. Emerging markets, which a portion of the

portfolio is exposed to, can be subject to greater

political uncertainty and price volatility than

developed markets.

While such events are outside the control of the Company the Board reviews

regularly, and discusses with the Portfolio Manager, the wider economic and

political environment, along with the portfolio exposure and the execution of

the investment policy against the long-term objectives of the Company. The

ongoing tensions in the Asia Pacific Region and also the instability caused

by the war in the Ukraine have featured in these discussions. The Portfolio

Manager’s risk team perform systematic risk analysis, including country and

industry specific risk monitoring.

The Board monitors regulatory developments but relies on the services of its

external advisers to ensure compliance with applicable law and regulations.

The Board has appointed a specialist investment trust AIFM and Company

Secretary who provides industry and regulatory updates at each Board meeting.

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Principal risks and uncertainties Mitigation

Unquoted investment risk

The Company’s risk could be increased by its

investment in unquoted companies. These

investments may be more difficult to buy, sell

or value, so changes in their valuations may be

greater than for listed assets. The valuation of

unquoted investments requires considerable

judgement as explained in Note1(a) beginning

on page 79 and as such realisations may be

materially lower than the value as estimated

by the Company. Particular events, outside

the control of the Company, may also have

a significant impact on the valuation and

considerable uncertainty may exist around the

potential future outcomes for each investment.

To mitigate this risk the Board and AIFM have set a limit of 10% of the

portfolio, calculated at the time of investment, that can be held in unquoted

investments and have established a robust and consistent valuation policy

and process as set out in Note 1(b) on page 80, which is in line with UK GAAP

requirements and the International Private Equity and Venture Capital (IPEV)

Guidelines. TheBoard also monitors the performance of these investments

compared to the additional risks involved.

Investment management key person risk

There is a risk that the individuals responsible

for managing the Company’s portfolio may leave

their employment or may be prevented from

undertaking their duties.

The Board manage this risk by:

• appointing OrbiMed, who operate a team environment such that the loss

of any individual should not impact on service levels;

• receiving reports from OrbiMed at each Board meeting, such report

includes any significant changes in the make-up of the team supporting

the Company;

• meeting the wider team, outside the designated lead managers, at

OrbiMed’s offices and encouraging the participation of the wider OrbiMed

team in investor updates; and

• delegating to the Management Engagement & Remuneration Committee,

responsibility to perform an annual review of the service received from

OrbiMed, including, interalia, the team supporting the lead managers and

succession planning.

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Principal risks and uncertainties Mitigation

Counterparty risk

In addition to market and foreign currency risks,

discussed above, the Company is exposed to

risk arising from the use of counterparties. If a

counterparty were to fail, the Company could

be adversely affected through either delay in

settlement or loss of assets.

The most significant counterparty the Company

is exposed to is J.P. Morgan Securities LLC

which is responsible for the safekeeping

of the Company’s assets and provides the

overdraft facility to the Company. As part of

the arrangements with J.P. Morgan Securities

LLC they may take assets, up to 140% of the

value of the drawn overdraft, as collateral

and have first priority security interest or lien

over all of the Company’s assets. Such assets

taken as collateral may be used, loaned, sold,

rehypothecated or transferred by J.P. Morgan

Securities LLC. Although the Company maintains

the economic benefit from the ownership of

those assets it does not hold any of the rights

associated with those assets. Any of the

Company’s assets taken as collateral are not

covered by the custody arrangements provided

by J.P. Morgan Securities LLC. The Company is,

however, afforded protection in accordance with

SEC rules and U.S. legislation equal to the value

of the assets that have been rehypothecated.

This risk is managed by the Board through:

• reviews of the arrangements with, and services provided by, the

Depositary and the Custodian and Prime Broker to ensure that the

security of the Company’s assets is being maintained. Legal opinions are

sought, where appropriate, as part of this review. Also, the Board regularly

monitors the credit rating of the Company’s Custodian and Prime Broker;

• monitoring of the assets taken as collateral (further details can be found

in note 16 beginning on page 89);

• reviews of OrbiMed’s approved list of counterparties, the Company’s use

of those counterparties and OrbiMed’s process for monitoring, and adding

to, the approved counterparty list;

• monitoring of counterparties, including reviews of internal control reports

and credit ratings, as appropriate;

• by primarily investing in markets that operate DVP (Delivery Versus

Payment) settlement. The process of DVP mitigates the risk of losing the

principal of a trade during the settlement process; and

• J.P. Morgan Securities LLC is subject to regular monitoring by J.P.Morgan

Europe Limited, the Company’s Depositary, and the Board receives regular

reports from J.P. Morgan Europe Limited.

Service provider risk

The Company is reliant on the systems of the its

service providers and as such disruption to, or a

failure of, those systems (including, for example,

as a result of cyber-crime or a ‘black-swan’

event) could lead to a failure to comply with law

and regulations leading to reputational damage

and/ or financial loss.

To manage these risks the Board:

• receives a monthly compliance report from Frostrow, which includes,

interalia, details of compliance with applicable laws and regulations;

• reviews internal control reports, key policies, including measures taken to

combat cyber security issues, and also the disaster recovery procedures

of its service providers;

• maintains a risk matrix with details of risks the Company is exposed to,

the controls relied on to manage those risks and the frequency of the

controls operation;

• receives updates on pending changes to the regulatory and legal environment

and progress towards the Company’s compliance with these; and

• has considered the increased risk of cyber-attacks and received

reports and assurance at meetings with its service providers where the

information security controls in place were reviewed.

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Principal risks and uncertainties Mitigation

ESG related risks

Both the Board and the Portfolio Manager

recognise the importance of having a coherent

ESG policy. There is a risk that investing in

companies that disregard ESG factors will have a

negative impact on investment returns and also

that the Company itself may become unattractive

to investors if ESG is not appropriately considered

in the Portfolio Manager’s decision making

process.

The Portfolio Manager provides ESG reports at each Board meeting,

highlighting examples where ESG issues influenced investment decisions and/

or led to engagement with an investee company. The Portfolio Manager also

produces a quarterly ESG update.

The Board ensures that the Portfolio Manager’s ESG approach is in line with

standards elsewhere and the Board’s expectations. A summary of the Portfolio

Manager’s approach to Responsible Investing can be found on pages 25 and 26.

Shareholder relations and share price performance risk

The Company is also exposed to the risk,

particularly if the investment strategy and

approach are unsuccessful, that the Company

may underperform resulting in the Company

becoming unattractive to investors and a

widening of the share price discount to NAV per

share. Also, falls in stock markets and the risk of

a global recession, are likely to adversely affect

the performance of the Company’s shares.

In managing this risk the Board:

• reviews the Company’s Investment Objective in relation to market, and

economic, conditions and the operation of the Company’s peers;

• discusses at each Board meeting the Company’s future development and

strategy;

• reviews the shareholder register at each Board meeting;

• actively seeks to promote the Company to current and potential investors; and

• has implemented a discount/premium control mechanism.

The Board undertakes a regular review of the Company’s share price

compared to the NAV per share. Further information can be found on page 34.

Company promotional activities have been delegated to Frostrow, whoreport

to the Board at each Board meeting on these activities.

Emerging risks

The Company has carried out a robust assessment of

the Company’s emerging and principal risks and the

procedures in place to identify emerging risks are described

below. The International Risk Governance Council definition

of an ‘emerging’ risk is one that is new, or is a familiar

risk in a new or unfamiliar context or under new context

conditions (re-emerging). Failure to identify emerging risks

may cause reactive actions rather than being proactive

and, in worst case, could cause the Company to become

unviable or otherwise fail or force the Company to change

its structure, objective or strategy.

The Audit & Risk Committee reviews a risk map at its half-

yearly meetings. Emerging risks are discussed in detail as

part of this process and also throughout the year to try to

ensure that emerging (as well as known) risks are identified

and, sofar as practicable, mitigated. There are currently

no emerging risks being monitored by the Audit & Risk

Committee.

COMPANY PROMOTION

The Company has appointed Frostrow to provide marketing

and investor relations services, in the belief that a

well-marketed investment company is more likely to grow

over time, have a more diverse and stable shareholder

Frostrow actively promotes the Company in the following

ways:

Engaging regularly with institutional investors,

discretionary wealth managers and a range of

execution-only platforms: Frostrow regularly talks and

meets with institutional investors, discretionary wealth

managers and execution-only platform providers to discuss

the Company’s strategy and to understand any issues

and concerns, covering both investment and corporate

governance matters;

Making Company information more accessible: Frostrow

works to raise the profile of the Company by targeting key

groups within the investment community, holding annual

investment seminars, overseeing PR output and managing

the Company’s website and wider digital offering, including

Portfolio Manager videos and social media;

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Disseminating key Company information: Frostrow

performs the Investor Relations function on behalf of the

Company and manages the investor database. Frostrow

produces all key corporate documents, distributes monthly

Fact Sheets, Annual Reports and updates from OrbiMed on

portfolio and market developments; and

Monitoring market activity, acting as a link between the

Company, shareholders and other stakeholders: Frostrow

maintains regular contact with sector broker analysts and

other research and data providers, and conducts periodic

investor perception surveys, liaising with the Board to

provide up-to-date and accurate information on the latest

shareholder and market developments.

DISCOUNT/PREMIUM CONTROL

The Board undertakes a regular review of the level of

discount/premium and consideration is given to ways in

which share price performance may be enhanced, including

the effectiveness of marketing, share issuance and share

buybacks, where appropriate.

It is the Board’s policy to buy back the Company’s shares

if the share price discount to the net asset value per share

exceeds 6% on an ongoing basis. Shares repurchased

are held as treasury shares. Treasury shares can be sold

back to the market at a later date at a premium to the

cum-income net asset value per share (See Glossary

beginning on page 97). Shareholders should note, however,

that it remains very possible for the discount to be greater

than 6% for extended periods of time particularly when

sentiment towards the Company, the sector and to

investment trusts generally remains poor.

While buy backs may prove unable to prevent the discount

from widening, they also enhance the net asset value per

share for remaining shareholders and go some way to

dampening discount volatility which can adversely affect

investors’ risk adjusted returns.

At times when there are unsatisfied buying orders for the

Company’s shares in the market, the Company has the

ability to issue new shares or to re-issue treasury shares

at a small premium to the cum income net asset value

per share. This acts as an effective share price premium

management tool.

Details of share issuance and share buybacks are set out

on page 46.

SOCIAL, HUMAN RIGHTS AND

ENVIRONMENTAL MATTERS

The Directors, through the Company’s Portfolio Manager,

encourage companies in which investments are made

to adhere to best practice with regard to corporate

governance. In light of the nature of the Company’s

business there are no relevant human rights issues and the

Company does not have a human rights policy.

The Company recognises that social and environmental

issues can have an effect on some of its investee

companies.

The Company is an investment trust and so its

own direct environmental impact is minimal. As an

externally- managed investment trust, the Company does

not have any employees or maintain any premises, nor does

it undertake any manufacturing or other physical operations

itself. All its operational functions are outsourced to third

party service providers. Therefore, the Company has no

material, direct impact on the environment or any particular

community and the Company itself has no environmental,

human rights, social or community policies. The Board

of Directors consists of seven Directors, five of whom

are resident in the UK, one in Canada and one in theU.S.

TheBoard holds the majority of its regular meetings in the

U.K., with usually one meeting held each year in NewYork,

and has a policy that travel, as far as possible, is minimal,

thereby minimising the Company’s greenhouse gas

emissions. Further details concerning greenhouse gas

emissions can be found within the Report of the Directors

on page 48. Video conferencing has proved to be a very

effective way of holding meetings, and this medium

continues to be used alongside in person meetings.

The Portfolio Manager engages with the Company’s

underlying investee companies in relation to their corporate

governance practices and the development of their policies

on social, community and environmental matters.

INTEGRITY AND BUSINESS ETHICS

The Company is committed to carrying out business in an

honest and fair manner with a zero-tolerance approach to

bribery, tax evasion and corruption. As such, policies and

procedures are in place to prevent this. In carrying out its

activities, the Company aims to conduct itself responsibly,

ethically and fairly, including in relation to social and human

rights issues.

The Company believes that high standards of ESG make

good business sense and have the potential to protect

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and enhance investment returns. The Portfolio Manager’s

investment criteria provide that ESG and ethical issues are

taken into account and best practice is encouraged by the

Board. The Board’s expectations are that its principal service

providers have appropriate governance policies in place.

TASKFORCE FOR CLIMATE-RELATED

FINANCIAL DISCLOSURES (“TCFD”)

The Company notes the TCFD recommendations on

climate-related financial disclosures. The Company is an

investment trust with no employees, internal operations or

property and, as such, it is exempt from the Listing Rules

requirement to report against the TCFD framework.

LONGER-TERM VIABILITY

The Board has carried out a robust assessment of the

principal risks facing the Company including those that would

threaten its business model, future performance, solvency or

liquidity. The Board has drawn up a matrix of risks facing the

Company and has put in place a schedule of investment limits

and restrictions, appropriate to the Company’s investment

objective and policy, in order to mitigate these risks as far as

practicable. The principal risks and uncertainties which have

been identified, and the steps taken by the Board to mitigate

these as far as possible, are shown on pages 29 to 33.

The Board believes it is appropriate to assess the

Company’s viability over a five year period. This period is

also deemed appropriate due to our Portfolio Manager’s

long-term investment horizon and also what it believes to

be investors’ horizons, taking account of the Company’s

current position and the potential impact of the principal

risks and uncertainties as shown on pages 29 to 33. The

Directors also took into account the liquidity of the portfolio

and the expectation that the Company will pass the next

continuation vote in 2024 when considering the viability of

the Company over the next five years and its ability to meet

liabilities as they fall due.

The Directors do not expect there to be any significant

change in the principal risks that have been identified or

the adequacy of the mitigating controls in place, and do

not envisage any change in strategy or objectives or any

events that would prevent the Company from continuing to

operate over that period as the Company’s assets are liquid,

its commitments are limited and the Company intends to

continue to operate as an investment trust.

Based on this assessment, 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

next five-year period.

STAKEHOLDER INTERESTS AND BOARD

DECISION-MAKING (SECTION 172 OF THE

COMPANIES ACT 2006)

The Directors are required to explain more fully how they

have discharged their duty under s172 of the Companies

Act 2006 in promoting the success of the Company for the

benefit of the members as a whole. This includes the likely

consequences of the Directors’ decisions in the long-term

and how they have taken wider stakeholders’ needs into

account.

The Directors aim to act fairly between the Company’s

stakeholders. The Board’s approach to shareholder

relations is summarised in the Corporate Governance

Report beginning on page 50. The Statement from the

Chair beginning on page 4 provides an explanation of

actions taken by the Directors during the year to achieve

the Board’s long-term aim of ensuring that the Company’s

shares trade at a price close to the NAV per share.

As an externally managed investment trust, the Company

has no employees, customers, operations or premises.

Therefore, the Company’s key stakeholders (other

than its shareholders) are considered to be its service

providers. The need to foster business relationships with

the service providers and maintain a reputation for high

standards of business conduct are central to the Directors’

decision-making as the Board of an externally managed

investment trust. The Directors believe that fostering

constructive and collaborative relationships with the

Company’s service providers will assist in their promotion

of the success of the Company for the benefit of all

shareholders.

The Board engages with representatives from its

service providers throughout the year. Representatives

from OrbiMed and Frostrow are in attendance at each

Board meeting. As the Portfolio Manager and the AIFM

respectively, the services they provide are fundamental

to the long-term success and smooth running of the

Company. The Statement from the Chair and the Business

Review on pages 4 to 7 and also on page 29, describe

relevant decisions taken during the year relating to OrbiMed

and Frostrow. Further details about the matters discussed

in Board meetings and the relationship between OrbiMed

and the Board are set out in the Corporate Governance

Report beginning on page 50.

Representatives from other service providers are asked to

attend Board meetings when deemed appropriate.

Further details are set out overleaf.

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Who? Why? How?

Stakeholder

group

The benefits of engagement with the

company's stakeholders

How the board, the portfolio manager and the AIFM

have engaged with the company’s stakeholders

Investors

Clear communication of the Company’s strategy

and the performance against the Company’s

objective can help the share price trade at a

narrower discount or a premium to its net asset

value per share which benefits shareholders.

New shares can be issued to meet demand

without net asset value per share dilution to

existing shareholders. Increasing the size of the

Company can benefit liquidity as well as spread

costs.

Share buy backs are undertaken at the discretion

of the Directors.

The Portfolio Manager and Frostrow, on behalf

of the Board, complete a programme of investor

relations throughout the year. In addition, the

Chairman met with a number of the Company’s

larger shareholders during the year.

An analysis of the Company’s shareholder

meeting along with marketing reports from

Frostrow. The Board reviews and considers the

marketing plans on a regular basis. Reports from

the Company’s broker are submitted to the Board

on investor sentiment and industry issues.

Key mechanisms of engagement include:

• The Annual General Meeting, where the

Portfolio Manager provides an update on the

Company’s performance and strategy. This is

followed by a question and answer section.

• The Company’s website which hosts reports,

articles and insights, and monthly fact sheets.

• One-on-one and group investor meetings.

• Should any significant votes be cast

against a resolution proposed at the Annual

General Meeting the Board will engage with

shareholders.

• The Board will explain in its announcement

of the results of the Annual General Meeting

any actions it intends to take to consult

shareholders in order to understand the

reasons behind significant votes against.

• Following any consultation, an update would

be published no later than six months after

the Annual General Meeting and the Annual

Report will detail the impact shareholder

feedback has had on any decisions the Board

has taken and any actions or resolutions

proposed.

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What? Outcomes and actions

What were the key areas of engagement? What actions were taken, including main decisions?

Key areas of engagement with investors

• Ongoing dialogue with shareholders concerning the

strategy of the Company, performance and the portfolio.

• The Portfolio Manager and Frostrow meet regularly

with shareholders and potential investors to discuss

the Company’s strategy, performance and portfolio.

TheChairman also met with key shareholders during

the year to discuss the Company’s investment strategy

including ESG.

Frostrow and the Portfolio Manager engage with retail investors

through a number of different channels:

(i) The Company’s website, which is maintained by Frostrow,

contains articles, webinars and quarterly updates;

(ii) A distribution list of shareholders (retail and professional)

which is maintained by Frostrow and is used to

communicate with investors on a regular basis;

(iii) The Portfolio Manager provides annual presentations online

– (webcasts) and offline (Annual General Meeting), which

shareholders are able to attend and participate in; and

(iv) Frostrow ensures that the Company is available through a

wide range of leading execution only platforms.

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Who? Why? How?

Stakeholder group The benefits of engagement with the

company's stakeholders

How the board, the portfolio manager and the AIFM

have engaged with the company’s stakeholders

Portfolio Manager

Engagement with the Company’s Portfolio

Manager is necessary to evaluate their

performance against the Company’s stated

strategy and to understand any risks or

opportunities this may present. The Board

ensures that the Portfolio Manager’s

environmental, social and governance (“ESG”)

approach is in line with standards elsewhere and

the Board’s expectations.

Engagement also helps ensure that the Portfolio

Manager’s fees are closely monitored and remain

competitive.

Gaining a deeper understanding of the portfolio

companies and their strategies as well as

incorporating consideration of ESG factors into

the investment process assists in understanding

and mitigating risks of an investment as well as

identifying future potential opportunities.

The Board met regularly with the Company’s

Portfolio Manager throughout the year. The

Board also receives monthly performance and

compliance reporting.

The Portfolio Manager’s attendance at each Board

meeting provides the opportunity for the Portfolio

Manager and Board to further reinforce their

mutual understanding of what is expected from

both parties.

The Board encourages the Company’s Portfolio

Manager to engage with companies and in

doing so expects ESG issues to be an important

consideration.

The Board receives an update on Frostrow’s

engagement activities by way of a dedicated

report at Board meetings and at other times

during the year as required.

Service Providers The Company contracts with third parties for

other services including: custody, company

secretarial, accounting & administration and

registrar. The Company ensures that the

third parties to whom the services have been

outsourced complete their roles in line with their

service level agreements thereby supporting the

Company in its success and ensuring compliance

with its obligations.

The Board and Frostrow, acting in its capacity

as AIFM, engage regularly with other service

providers both in one-to-one meetings and via

regular written reporting. This regular interaction

provides an environment where topics, issues and

business development needs can be dealt with

efficiently and collegiately.

The Board together with Frostrow also carried

out a review of the service providers’ business

continuity plans and additional cyber security

provisions.

The review of the performance of the Portfolio

Manager and Frostrow is a continuous process

carried out by the Board and the Management

Engagement & Remuneration Committee with a

formal evaluation being undertaken annually.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

BUSINESS REVIEW CONTINUED

What? Outcomes and actions

What were the key areas of engagement? What actions were taken, including main decisions?

Key areas of engagement with the Portfolio Manager on an ongoing basis are portfolio composition, performance, outlook

and business updates.

• Regular review of the performance and make up of the

investment portfolio.

• The integration of ESG factors into the Portfolio Manager’s

investment processes.

• The Board engaged with the Portfolio Management team

to discuss the Company’s overall performance as well as

developments in individual portfolio companies and wider

macroeconomic developments.

• The Portfolio Manager reports on ESG issues at each Board

meeting.

Key areas of engagement with Service Providers

• The Directors have frequent engagement with the

Company’s other service providers through the annual cycle

of reporting. This engagement is completed with the aim of

maintaining an effective working relationship and oversight

of the services provided.

• No specific action required as the reviews of the Company’s

service providers, have been positive and the Directors

believe their continued appointment is in the best interests

of the Company.

Key areas of engagement with the broker

• The Board is cognisant that the trading of the Company‘s

shares at a persistent and significant discount or premium

to the prevailing NAV per share is not in the interests of

shareholders.

• Throughout the year the Board closely monitored the

Company’s discount/premium to NAV per share and

received regular updates from the broker. 2,836,483 shares

were bought back during the year, and a further 1,299,037

shares were bought back since the year-end to 5 June

2023. Nonew shares were issued during the year, nor

following the year-end to 5 June 2023. (Please see the

Statement from the Chair on page 5 for further information.)

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

STRATEGIC REPORT

BUSINESS REVIEW CONTINUED

PERFORMANCE AND FUTURE DEVELOPMENTS

A review of the Company’s year, its performance and

the outlook for the Company can be found in the Chair’s

Statement on pages 4 to 7 and in the Portfolio Manager’s

Review on pages 14 to 23.

The Company’s overall strategy remains unchanged.

LOOKING TO THE FUTURE

The Board concentrates its attention on the Company’s

investment performance and OrbiMed’s investment

approach and on factors that may have an effect on

this approach. Marketing reports are given to the Board

at each board meeting by the AIFM which include how

the Company will be promoted and details of planned

communications with existing and potential shareholders.

The Board is regularly updated by the AIFM on wider

investment trust industry issues and discussions are held

at each Board meeting concerning the Company’s future

development and strategy.

A review of the Company’s year, its performance since the

year-end and the outlook for the Company can be found in

the Chair’s Statement on pages 4 to 7 and in the Portfolio

Manager’s Review on pages 14 to 23. It is expected that the

Company’s Strategy will remain unchanged in the coming

year.

ALTERNATIVE PERFORMANCE MEASURES

The Financial Statements (on pages 75 to 95) set out the

required statutory reporting measures of the Company’s

financial performance. In addition, the Board assesses the

Company’s performance against a range of criteria which

are viewed as particularly relevant for investment trusts,

which are explained in greater detail in the Strategic Report,

under the heading ‘Key Performance Indicators’ on page 28.

By order of the Board

Frostrow Capital LLP

Company Secretary

6 June 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

DOUG MCCUTCHEON SARAH BATES SVEN BORHO

BOARD OF DIRECTORS

Independent Non-Executive Chair

Joined the Board in 2012 and became Chair

on 6 July 2022

Annual Remuneration Year Ended 2023:

£47,894

Committee Membership

Doug attends the Audit & Risk Committee

by invitation and is a member of

the Nominations and Management

Engagement & Remuneration Committees.

Shareholding in the Company

20,000

Skills and Experience

Doug is the President of Longview Asset

Management Ltd., an independent

investment firm that manages the capital of

families, charities and endowments. Prior

to this, Doug was an investment banker

for 25 years at UBS and its predecessor

firm, S.G. Warburg, where, most recently,

he was the head of Healthcare Investment

Banking for Europe, the Middle East, Africa

and Asia- Pacific. Doug is involved in

philanthropic organisations with a focus

on healthcare and education. He attended

Queen’s University, Canada.

Other Appointments

Doug is a non-executive Director of

Labrador Iron Ore Royalty Corporation listed

on the Toronto Stock Exchange.

Standing for re-election: Yes

Independent Non-Executive Director

Joined the Board in 2013

Annual Remuneration Year Ended 2023:

£36,007

Committee Membership

Sarah is Chair of the Nominations

Committee and is the Senior Independent

Director. Sarah is also a member of the

Audit & Risk and Management Engagement

& Remuneration Committees.

Shareholding in the Company

7,200

Skills and Experience

Sarah is a past Chair of the Association

of Investment Companies and has been

involved in the UK savings and investment

industry in different roles for over 35 years.

Sarah is a fellow of CFA UK.

Other Appointments

Sarah is a non-executive Director and the

Senior Independent Director of Alliance

Trust PLC. Sarah is also Chair of The

John Lewis Partnership Pensions Trust,

of BBC Pension Investments Limited

and of the Universities Superannuation

Fund Investment Management Limited.

Sarah is a member of the BBC Pension

Scheme Investment Committee and is an

Ambassador for Chapter Zero, a mentor

for Chairmen Mentors International and a

senior adviser to Lansons PR.

Standing for re-election: No

Non-Executive Director

Joined the Board in 2018

Annual Remuneration Year Ended 2023: Nil

Committee Membership

Sven is not a member of any of the

Company’s Committees.

Shareholding in the Company

10,000

Skills and Experience

Sven H. Borho, CFA, is a founder and

Managing Partner of OrbiMed. Sven heads

the public equity team and he is the portfolio

manager for OrbiMed’s public equity and

hedge funds. He has been a portfolio

manager for the firm’s funds since 1993 and

has played an integral role in the growth of

OrbiMed’s asset management activities.

He started his career in 1991 when he

joined OrbiMed’s predecessor firm as

a Senior Analyst covering European

pharmaceutical firms and biotechnology

companies worldwide. Sven studied

business administration at Bayreuth

University in Germany and received a M.Sc.

(Econs.), Accounting and Finance, from The

London School of Economics.

Other Appointments

Sven is a Managing Partner of OrbiMed and

does not have any other appointments.

Standing for re-election: Yes

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

HUMPHREY VAN DER KLUGT, FCA

Independent Non-Executive Director

Joined the Board in 2016

Annual Remuneration Year Ended 2023: £40,503*

Committee Membership

A Chartered Accountant, Humphrey is a member of the Audit

& Risk, the Management Engagement & Remuneration and the

Nominations Committees.

Shareholding in the Company

3,000

Skills and Experience

Humphrey was formerly Chairman of Fidelity European Values

PLC and a Director of Murray Income Trust PLC, BlackRock

Commodities Income Investment Trust plc and J P Morgan

Claverhouse Investment Trust plc. Prior to this Humphrey was a

fund manager and Director of Schroder Investment Management

Limited and in a 22 year career was a member of their Group

Investment and Asset Allocation Committees. Prior to joining

Schroders, he was with Peat Marwick Mitchell & Co (now KPMG)

where he qualified as a Chartered Accountant in 1979.

Other Appointments

Humphrey is a non-executive Director of Allianz Technology

Trust PLC.

Standing for re-election: Yes

BOARD OF DIRECTORS CONTINUED

TIM LIVETT

Independent Non-Executive Director

Joined the Board on 1 September 2022

Annual Remuneration Year Ended 2023: £20,124*

Committee Membership

A qualified accountant, Tim is Chair of the Audit & Risk

Committee and is a member of the Management Engagement &

Remuneration and Nominations Committees.

Shareholding in the Company

2,175

Skills and Experience

Tim was formerly Chief Financial Officer at Wellcome Trust, the

global charitable foundation focused on health research, and at

Virgin Atlantic Limited. He has an extensive and broad financial

background. Tim studied chemistry at Oxford University.

Other Appointments

Tim is the Chief Financial Officer at Caledonia Investments PLC.

He is also a non-executive Director of Premier Marinas Group

and a member of the Valuation and Audit & Risk Committees at

OxfordUniversity Endowment Management.

Standing for election: Yes

*Tim Livett succeeded Humphrey van der Klugt as Chair of the

Audit & Risk Committee on 1 March 2023.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

BOARD OF DIRECTORS CONTINUED

JO PARFREY

Parfrey_Jo-0154

Parfrey_Jo-0159

Parfrey_Jo-0163

Parfrey_Jo-0168

Parfrey_Jo-0155

Parfrey_Jo-0161

Parfrey_Jo-0165

Parfrey_Jo-0169

Parfrey_Jo-0156

Parfrey_Jo-0162

Parfrey_Jo-0167

Parfrey_Jo-0173

Independent Non-Executive Director

Joined the Board on 1 September 2022

Annual Remuneration Year Ended 2023: £19,584

Committee Membership

Jo is Chair of the Management Engagement & Remuneration

Committee and is a member of the Audit & Risk and

Nominations Committees

Shareholding in the Company

2,000

Skills and Experience

Jo was formerly a non-executive Director of Guy’s and St Thomas’

Enterprises Limited and of LGV Capital Partners Limited. A

Chartered Accountant, Jo has extensive experience of both global

investment trusts and healthcare, including life sciences. Jo studied

chemistry at OxfordUniversity.

Other Appointments

Jo is non-executive Director and Chair of the Audit Committee of

Henderson International Income Trust plc, and a non-executive

Director of Octopus AIM VCT. She is also a non-executive Director

and Chair of the Audit Committee of Start Codon Limited and IESO

Digital Health Limited and the non-executive Chair of Babraham

Research Campus Limited.

Standing for election: Yes

Independent Non-Executive Director

Joined the Board in 2019

Annual Remuneration Year Ended 2023: £33,573

Committee Membership

Dr Rawal is a member of the Audit & Risk, Management

Engagement & Remuneration and Nominations Committees.

Shareholding in the Company

2,606

Skills and Experience

Dr Rawal, a physician scientist with 25 years’ experience in

Research and Development, has held senior executive roles

in drug development and scientific evaluation in four global

pharmaceutical companies. She has also worked in senior roles

with two medical research funding organisations: Wellcome Trust

and Cancer Research UK.

Other Appointments

Dr Rawal is a non-executive Director of the Central London

Community Healthcare NHS Trust and of Vann Limited. Dr Rawal

is also a Trustee on the Board of the Social Mobility Foundation.

Standing for re-election: Yes

DR BINA RAWAL

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

REPORT OF THE DIRECTORS

The Directors present their Annual

Report on the affairs of the Company

together with the audited financial

statements and the Independent

Auditors’ Report for the year ended

31 March 2023.

SIGNIFICANT AGREEMENTS

Details of the services provided under these agreements are

included in the Strategic Report on pages 28 and 29.

Alternative investment fund management

agreement

Frostrow is the designated AIFM for the Company on

the terms and subject to the conditions of the alternative

investment fund management agreement between the

Company and Frostrow (the “AIFM Agreement”).

The notice period on the AIFM Agreement with Frostrow is

12 months, termination can be initiated by either party.

Details of the fee payable to Frostrow can be found on

page28.

Portfolio management agreement

Under the AIFM Agreement Frostrow has delegated the

portfolio management function to OrbiMed, under a

portfolio management agreement between it, the Company

and Frostrow (the “Portfolio Management Agreement”).

OrbiMed receives a periodic fee equal to 0.65% p.a. of the

Company’s NAV and a performance fee as set out in the

Performance Fee section below. Its agreement with the

Company may be terminated by either party giving notice of

not less than 12 months.

Performance fee

Dependent on the level of long-term outperformance of

the Company, OrbiMed is entitled to a performance fee.

The performance fee is calculated by reference to the

amount by which the Company’s NAV performance has

outperformed the Benchmark (see inside front cover for

details of the Benchmark).

The fee is calculated quarterly by comparing the cumulative

performance of the Company’s NAV with the cumulative

performance of the Benchmark since the launch of the

Company in 1995. The performance fee amounts to 15.0% of

any outperformance over the Benchmark. Provision is made

within the daily NAV per share calculation as required and in

accordance with generally accepted accounting standards.

In order to ensure that only sustained outperformance

is rewarded, at each quarterly calculation date any

performance fee payable is based on the lower of:

(i) The cumulative outperformance of the portfolio over the

Benchmark as at the quarter end date; and

(ii) The cumulative outperformance of the portfolio over the

Benchmark as at the corresponding quarter end date in

the previous year

less any cumulative outperformance on which a

performance fee has already been paid.

The effect of this is that outperformance has to be

maintained for a twelve month period before it is paid.

In 2022, due to underperformance against the Benchmark,

a reversal of prior period performance fee provisions

totalling £18.9 million occurred.

As at 31 March 2023 no performance fees were accrued or

payable (31 March 2022: £NIL).

Depositary agreement

The Company appointed J.P. Morgan Europe Limited

(the“Depositary”) as its Depositary in accordance with the

AIFMD on the terms and subject to the conditions of the

Depositary agreement between the Company, Frostrow and

the Depositary (the “Depositary Agreement”).

Under the terms of the Depositary Agreement the Company

has agreed to pay the Depositary a fee calculated at 1.75bp

on net assets up to £150 million, 1.50 bps on net assets

between £150 million and £300 million, 1.00bps on net

assets between £300 million and £500 million and 0.50bps

on net assets above £500 million.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

REPORT OF THE DIRECTORS CONTINUED

The Depositary has delegated the custody and safekeeping

of the Company’s assets to J.P. Morgan Securities LLC (the

“Custodian and Prime Broker”) pursuant to a delegation

agreement between the Company, Frostrow, the Depositary and

the Custodian and Prime Broker (the “Delegation Agreement”).

The Delegation Agreement transfers the Depositary’s

liability for the loss of the Company’s financial instruments

held in custody by the Custodian and Prime Broker to the

Custodian and Prime Broker as permitted by the AIFMD.

The Company has consented to the transfer and reuse

of its assets by the Custodian and Prime Broker (known

as “rehypothecation”) in accordance with the terms of an

institutional account agreement between the Company, the

Custodian and Prime Broker and certain other J.P. Morgan

entities (as defined therein). See page 29 for further details.

Prime brokerage agreement

The Company appointed J.P. Morgan Securities LLC on

the terms and subject to the conditions of the prime

brokerage agreement between the Company, Frostrow

and the Depositary (the “Prime Brokerage Agreement”).

TheCustodian and Prime Broker receives interest on the

drawn overdraft as detailed in note 12 on page 88.

The Custodian and Prime Broker is a registered

broker-dealer and is regulated by the United States

Securities and Exchange Commission.

RESULTS AND DIVIDENDS

The results attributable to shareholders for the year and the

transfer to reserves are shown on pages 75 and 76. Details

of the Company’s dividend record can be found on page 3.

Substantial interests in share capital

The Company was aware of the following substantial interests in the voting rights of the Company as at 30 April 2023, the

latest practicable date before publication of the Annual Report:

30 April 2023 31 March 2023

Shareholder

Number of

% of issued

capital

Number of

% of issued

capital

Rathbone Brothers plc

5,337,704 8.6 5,397,419 8.6

Investec Wealth & Investment Limited

4,813,077 7.8 4,834,049 7.7

Interactive Investor

4,022,116 6.5 4,043,897 6.5

Hargreaves Lansdown plc

3,629,237 5.9 3,664,664 5.8

Forsyth Barr

3,123,010 5.0 3,236,119 5.2

Charles Stanley & Co Limited

2,968,048 4.8 2,969,340 4.7

Quilter Cheviot Investment Management

2,224,071 3.6 2,233,656 3.6

Brewin Dolphin

2,178,985 3.5 2,188,383 3.5

Craigs Investment Partners

2,135,474 3.5 2,136,181 3.4

Embark Investment Services

1,978,362 3.2 2,011,799 3.2

Evelyn Partners

1,970,589 3.2 1,953,965 3.1

As at 31 March 2023 the Company had 62,620,763 shares in issue (excluding 2,438,015 shares held in treasury).

As at 30April 2023 there were 61,933,349 shares in issue (excluding 3,125,429 shares held in treasury).

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

REPORT OF THE DIRECTORS CONTINUED

CAPITAL STRUCTURE

The Company’s capital structure comprises solely ordinary

shares.

During the year, and to 5 June 2023, no new shares were

issued. A total of 2,836,483 shares were repurchased during

the year at an average discount of 8.8% to the prevailing cum

income NAV per share. These shares are held in treasury.

Following the year-end, to 5 June 2023, the latest practicable

date prior to the publication of this Annual Report, a further

1,299,037 shares were repurchased at an average discount

of 10.0% to the cum income NAV per share. These shares

are also held in treasury. As at 5 June 2023 3,737,052 shares

were held in treasury (2022: 80,509).

Voting rights in the Company’s shares

Details of the voting rights in the Company’s shares at the

date of this Annual Report are given in note 9 to the Notice

of Annual General Meeting on page 104. Each shareholder

is entitled to one vote on a show of hands and, on a poll, one

vote for every share held.

Share split

The price of the Company’s ordinary shares of 25p each

(“Ordinary Shares”) has increased substantially over the last

10 years and as at 5 June 2023 (being the latest practicable

date prior to publication of this document), the closing

mid market share price was 3,275.0p. To assist monthly

savers and those who reinvest their dividends or are looking

to invest smaller amounts the Directors believe that it is

appropriate to propose the sub-division of each Ordinary

Share into 10 new ordinary shares of 2.5p each (“New

Ordinary Shares”). The Directors believe that the sub-division

(the “Share Split”) may also improve the liquidity in and

marketability of the Company’s shares which would benefit

all shareholders. Following the Share Split, each shareholder

will hold 10 New Ordinary Shares for each Ordinary Share

that they held immediately prior to the Share Split. Whilst

the Share Split will increase the number of ordinary shares

the Company has in issue, upon the Share Split becoming

effective the net asset value, share price and dividend

per share can be expected to become one-tenth of their

respective values immediately preceding the ShareSplit.

A holding of New Ordinary Shares following the Share Split

will represent the same proportion of the issued ordinary

share capital of the Company as the corresponding holding

of Ordinary Shares immediately prior to the Share Split. The

Share Split will not affect, therefore, the overall value of a

shareholder’s holding in the Company. By way of example,

taking the net asset value (including current year revenue)

and mid market share price as at 5 June 2023 of 3,646.3p

and 3,275.0p respectively per Ordinary Share, if the Share

Split had become effective as at that date, each holder of one

Ordinary Share would receive 10New Ordinary Shares with

an aggregate net asset value and share price of 364.6p and

327.5p (figures rounded to one decimal place), respectively

immediately following the Share Split. The New Ordinary

Shares will rank pari passu with each other and will carry the

same rights and be subject to the same restrictions as the

Ordinary Shares, including the same rights to participate in

dividends paid by the Company.

The ex-dividend date and the payment date for the final

dividend payable per share in 2023 are before the date of

the Share Split and so the dividend payable on 26 July 2023

will not be affected. In future years, dividends per share will

be one-tenth of the level that they would otherwise have

been but a shareholder who neither buys nor sell shares

will continue to receive the same amount in dividends as

they would otherwise receive. Communication preferences

and mandates and other instructions for the payment of

dividends via CREST or in paper form will, unless and until

revised, continue to apply to the New Ordinary Shares.

The Share Split will not itself give rise to any liability to UK

income tax (or corporation tax on income) for shareholders.

For the purposes of UK capital gains tax and corporation tax

on chargeable gains, the receipt of the New Ordinary Shares

will be treated as the same asset as the shareholder’s

holding of Ordinary Shares and as having been acquired

at the same time, and for the same consideration, as the

shareholder’s holding of Ordinary Shares.

The Share Split requires the approval of shareholders and,

accordingly, Resolution 13 at this year’s AGM seeks such

approval. The Share Split is conditional on the New Ordinary

Shares being admitted to the Official List of the Financial

Conduct Authority and to trading on the London Stock

Exchange’s main market for listed securities. Application

for such admissions will be made and, if they are accepted,

it is proposed that the last day of dealings in the Ordinary

Shares will be 26 July 2023 (with the record date for the

Share Split being 6.00p.m. on that date) and that dealings in

the New Ordinary Shares will commence on 27July 2023. If

Resolution 13 is passed, the Share Split will become effective

on admission of the New Ordinary shares to the Official List,

which is expected to be at 8.00a.m. on 27July 2023. The

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

aggregate nominal value of the Company’s issued share

capital as at 5 June 2023 was £16,264,694.50 and comprised

61,321,726 ordinary shares of 25p each (a further 3,737,052

ordinary shares were held in treasury). If the Share Split is

applied to the issued share capital as at 27July 2023, the

total aggregate nominal value of the share capital will remain

at £16,264,694.50 but will comprise 613,217,260 ordinary

shares of 2.5p each in issue and a further 37,370,520

ordinary shares in treasury.

The New Ordinary Shares may be held in uncertificated

or certificated form. Following the Share Split becoming

effective, share certificates in respect of the Ordinary shares

will cease to be valid and will be cancelled. New certificates

in respect of the New Ordinary Shares will be issued to

those shareholders who hold their Ordinary Shares in

certificated form and are expected to be dispatched not

later than 4August 2023. No temporary documents of title

will be issued. Transfers of New Ordinary Shares between

27 July 2023 and the dispatch of new certificates will be

certified against the Company’s register of members held

by the Company’s Registrars. It is expected that the ISIN

(GB0003385308) of the Ordinary Shares will be disabled

in CREST at the close of business on 26 July 2023 and the

New Ordinary Shares will be credited to CREST accounts on

27 July 2023.

DIRECTORS’ & OFFICERS’ LIABILITY

INSURANCE COVER

Directors’ & officers’ liability insurance cover was

maintained by the Company during the year ended

31March 2023 and to the date of this report. It is intended

that this policy will continue for the year ending 31 March

2024 and subsequent years.

DIRECTORS’ INDEMNITIES

During the year under review and to the date of this report,

indemnities were in force between the Company and each

of its Directors under which the Company has agreed to

indemnify each Director, to the extent permitted by law, in

respect of certain liabilities incurred as a result of carrying

out his or her role as a Director of the Company. The

Directors are also indemnified against the costs of defending

any criminal or civil proceedings or any claim by the

Company or a regulator as they are incurred provided that

where the defence is unsuccessful the Director must repay

those defence costs to the Company. The indemnities are

qualifying third party indemnity provisions for the purposes

of the Companies Act 2006.

A copy of each deed of indemnity is available for inspection

at the Company’s registered office during normal business

hours and will be available for inspection at the Annual

General Meeting. Please refer to the Chairman’s Statement

on pages 4 to 7 for details of this year’s Annual General

Meeting arrangements.

POLITICAL AND CHARITABLE DONATIONS

The Company has not in the past and does not intend in the

future to make political or charitable donations.

MODERN SLAVERY ACT 2015

The Company does not provide goods or services in the

normal course of business, and as a financial investment

vehicle does not have customers. The Directors do not

therefore consider that the Company is required to make a

statement under the Modern Slavery Act 2015 in relation to

slavery or human trafficking.

ANTI-BRIBERY AND CORRUPTION POLICY

The Board has adopted a zero tolerance approach to

instances of bribery and corruption. Accordingly it expressly

prohibits any Director or associated persons when acting

on behalf of the Company, from accepting, soliciting, paying,

offering or promising to pay or authorise any payment, public

or private in the UK or abroad to secure any improper benefit

for themselves or for the Company.

The Board ensures that its service providers apply the same

standards in their activities for the Company.

A copy of the Company’s Anti Bribery and Corruption Policy

can be found on its website at www.worldwidewh.com. The

policy is reviewed regularly by the Audit & Risk Committee.

CRIMINAL FINANCES ACT 2017

The Company has a commitment to zero tolerance towards

the criminal facilitation of tax evasion.

GLOBAL GREENHOUSE GAS EMISSIONS

The Company has no greenhouse gas emissions to report

from its operations, nor does it have responsibility for any

other emissions producing sources under the Companies

Act 2006 (Strategic Reports and Directors’ Reports)

Regulations 2013 or the Companies (Directors’ Report) and

Limited Liability Partnerships (Energy and Carbon Report)

Regulations 2018, including those within the Company’s

underlying investment portfolio. Consequently, the Company

consumed less than 40,000 kWh of energy during the year in

respect of which the Report of the Directors is prepared and

REPORT OF THE DIRECTORS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

REPORT OF THE DIRECTORS CONTINUED

therefore is exempt from the disclosures required under the

Streamlined Energy and Carbon Reporting criteria.

COMMON REPORTING STANDARD (‘CRS’)

CRS is a global standard for the automatic exchange of

information commissioned by the Organisation for Economic

Cooperation and Development and incorporated into UK law

by the International Tax Compliance Regulations 2015. CRS

requires the Company to provide certain additional details

to HMRC in relation to certain shareholders. The reporting

obligation began in 2016 and is an annual requirement. The

Registrars, Link Group, have been engaged to collate such

information and file the reports with HMRC on behalf of the

Company.

CORPORATE GOVERNANCE

The Corporate Governance Report is set out on

pages50 to 57.

GOING CONCERN

The financial statements have been prepared on a going

concern basis. The Directors consider this is the appropriate

basis as the Company has adequate resources to continue

in operational existence for the foreseeable future,

being taken as 12 months after approval of the financial

statements. The Company’s shareholders are asked every

five years to vote for the continuation of the Company,

this will next be put to shareholders at the Annual General

Meeting to be held in 2024. The content of the Company’s

portfolio, trading activity, the Company’s cash balances and

revenue forecasts, and the trends and factors likely to affect

the Company’s performance are reviewed and discussed at

each Board meeting. The Board has considered a detailed

assessment of the Company’s ability to meet its liabilities

as they fall due, including stress and liquidity tests which

modelled the effects of substantial falls in markets and

significant reductions in market liquidity, on the Company’s

net asset value, its cash flows and its expenses. Further

information is provided in the Audit & Risk Committee Report

beginning on page 58.

Based on the information available to the Directors at the

date of this report, including the results of these stress

tests, the conclusions drawn in the Viability Statement on

page34, the Company’s cash balances, and the liquidity of

the Company’s listed investments, the Directors are satisfied

that the Company has adequate financial resources to

continue in operation for at least the next 12 months and

that, accordingly, it is appropriate to continue to adopt the

going concern basis in preparing the financial statements.

ARTICLES OF ASSOCIATION

Amendments of the Company’s Articles of Association

requires a special resolution to be passed by shareholders.

REQUIREMENTS OF THE LISTING RULES

Listing Rule 9.8.4 requires the Company to include certain

information in a single identifiable section of the Annual

Report or a cross reference table indicating where the

information is set out. The Directors confirm that there are

no disclosures to be made under Listing Rule 9.8.4.

UK SANCTIONS

The Board has made due diligence enquiries of the service

providers that process the Company’s shareholder data, to

ensure the Company’s compliance with the UK sanctions

regime. The relevant service providers have confirmed that

they check the Company’s shareholder data against the UK

sanctions list on a daily basis. At the date of this report, no

sanctioned individuals had been identified on the Company’s

shareholder register. The Board notes that stockbrokers

and execution-only platforms also carry out their own

duediligence.

By order of the Board

Frostrow Capital LLP

Company Secretary

6 June 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The Directors are responsible for preparing the Annual

Report and the Financial Statements in accordance with

applicable law and regulations. In preparing these financial

statements, the Directors are required to:

• select suitable accounting policies and apply them

consistently;

• make judgements and estimates that are reasonable

and prudent;

• follow applicable UK accounting standards comprising

FRS 102;

• prepare the financial statements on a going concern

basis unless it is inappropriate to presume that the

Company will continue in business; and

• prepare a director’s report, a strategic report and a

director’s remuneration report which comply with the

requirements of the Companies Act 2006.

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 financial statements

and the Directors’ Remuneration Report 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.

The Directors are responsible for ensuring that the Report

of the Directors and other information included in the

Annual Report is prepared in accordance with company

law in the United Kingdom. They are also responsible for

ensuring that the Annual Report includes information

required by the Listing Rules of the FCA.

The Directors are also responsible for ensuring that the

Annual Report and the Financial Statements are made

available on a website. The Annual Report and the Financial

Statements are published on the Company’s website at

www.worldwidewh.com and via Frostrow’s website at

www.frostrow.com. The maintenance and integrity of

these websites, so far as it relates to the Company, is the

responsibility of Frostrow. The work carried out by the

Auditors does not involve consideration of the maintenance

and integrity of these websites and, accordingly, the

Auditors accept no responsibility for any changes that

have occurred to the financial statements since they

were initially presented on these websites. Visitors to the

websites need to be aware that legislation in the United

Kingdom governing the preparation and dissemination of

the financial statements may differ from legislation in their

jurisdiction.

DISCLOSURE OF INFORMATION TO THE

AUDITORS

So far as the Directors are aware, there is no relevant

information of which the Auditors are unaware. The

Directors have taken all steps they ought to have taken to

make themselves aware of any relevant audit information

and to establish that the Auditors are aware of such

information.

RESPONSIBILITY STATEMENT OF THE

DIRECTORS IN RESPECT OF THE ANNUAL

FINANCIAL REPORT

The Directors confirm to the best of their knowledge that:

• the Annual Report and the Financial Statements

have been prepared in accordance with applicable

accounting standards, give a true and fair view of the

assets, liabilities, financial position and the return for the

year ended 31 March 2023;

• the Chairman’s Statement, Strategic Report and the

Report of the Directors include a fair review of the

information required by 4.1.8R to 4.1.11R of the FCA’s

Disclosure Guidance and Transparency Rules; and

• the Annual Report and the Financial Statements,

includes a fair review of the development and

performance of the Company and of its financial

position, together with a description of the principal

risks and uncertainties it faces. Also, that taken as

a whole they are fair, balanced and understandable

and provide the information necessary to assess the

Company’s performance, business model and strategy.

On behalf of the Board

Doug McCutcheon

Chair

6 June 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

THE BOARD AND COMMITTEES

Responsibility for effective governance lies with the Board. The governance framework of the Company reflects the fact that

as an investment company it has no employees and outsources portfolio management to OrbiMed and risk management,

company management, company secretarial, administrative and marketing services to Frostrow.

THE BOARD

Chair – Doug McCutcheon

Senior Independent Director – Sarah Bates

Five additional non-executive Directors, all considered independent, except for Sven Borho (see page 41 for further

information).

Key responsibilities:

• to provide leadership and set strategy, values and standards within a framework of prudent effective controls which

enable risk to be assessed and managed;

• to ensure that a robust corporate governance framework is implemented; and

• to challenge constructively and scrutinise performance of all outsourced activities.

Management Engagement &

Remuneration Committee

Audit & Risk Committee Nominations Committee

Chair

Jo Parfrey

All Independent Directors

Key responsibilities:

• to review regularly the

contracts, the performance and

remuneration of the Company’s

principal service providers;

• to set the Directors’

Remuneration Policy; and

• to review the terms and

conditions of the Directors’

appointments.

Chair

Tim Livett*

All Independent Directors

(excluding the Chair,

Doug McCutcheon)

Key responsibilities:

• to review the Company’s financial

reports;

• to oversee the risk and control

environment and financial

reporting; and

• to have primary responsibility

for the relationship with the

Company’s external Auditors, to

review their independence and

performance, and to determine

their remuneration.

Chair

Sarah Bates

All Independent Directors

Key responsibilities:

• to review regularly the Board’s

structure and composition; and

• to make recommendations

for any changes or new

appointments.

* The Board believes that Tim Livett has the necessary recent and relevant financial experience to Chair the Company’s Audit & Risk Committee.

Copies of the full terms of reference, which clearly define the responsibilities of each Committee, can be obtained from the

Company Secretary and can be found at the Company’s website at www.worldwidewh.com. Copies will also be available for

inspection on the day of the Annual General Meeting.

CORPORATE GOVERNANCE

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

CORPORATE GOVERNANCE STATEMENT

The Board is committed to maintaining and demonstrating

high standards of corporate governance. The Board has

considered the principles and recommendations of the AIC

Code of Corporate Governance published in February 2019

(‘AIC Code’). The AIC Code addresses all the principles set

out in the UK Corporate Governance Code (the ‘UK Code’),

as well as setting out additional provisions on issues that

are of specific relevance to the Company.

The Financial Reporting Council has confirmed that by

following the AIC Code boards of investment companies

will meet their obligations in relation to the UK Code and

paragraph 9.8.6 of the UK Listing Rules.

The Board considers that reporting in accordance with the

principles and recommendations of the AIC Code (which

has been endorsed by the Financial Reporting Council)

provides more relevant and comprehensive information

to shareholders. By reporting against the AIC Code, the

Company meets its obligations under the UK Code (and

associated disclosure requirements under paragraph

9.8.6 of the Listing Rules) and as such does not need to

report further on issues contained in the UK Code which

are irrelevant to the Company as an externally-managed

investment company, including the provisions relating

to the role of the chief executive, executive directors’

remuneration and the internal audit function.

The Company has complied with the principles and

recommendations of the AIC Code.

The AIC Code can be viewed at www.theaic.co.uk and the

UK Code can be viewed on the Financial Reporting Council

website at www.frc.org.uk. The Corporate Governance

Report on pages 50 to 57, forms part of the Report of the

Directors on pages 44 to 48.

BOARD LEADERSHIP AND PURPOSE

Purpose and strategy

The purpose and strategy of the Company are described in

the Strategic Report.

THE BOARD

The Board is responsible for the effective Stewardship of

the Company’s affairs. Strategy issues and all operational

matters of a material nature are considered at its meetings.

The Board consists of seven non-executive Directors,

each of whom, with the exception of Sven Borho, is

independent of OrbiMed and the Company’s other service

providers. No member of the Board is a Director of another

investment company managed by OrbiMed, nor has any

Board member (with the exception of Sven Borho) been

an employee of OrbiMed or any of the Company’s service

providers. Further details regarding the Directors can be

found on pages 41 to 43.

The Board carefully considers the various guidelines for

determining the independence of non-executive Directors,

placing particular weight on the view that independence

is evidenced by an individual being independent of mind,

character and judgement. All Directors retire at the

AGM each year and, if appropriate, seek election or re-

election. Each Director has signed a letter of appointment

to formalise the terms of their engagement as a

non-executive Director, copies of which are available on

request at Frostrow’s offices.

BOARD CULTURE

The Board aims to consider and discuss differences

of opinion, unique vantage points and to exploit fully

areas of expertise. The Chair encourages open debate

to foster a supportive and co-operative approach for all

participants. Strategic decisions are discussed openly and

constructively. The Board aims to be open and transparent

with shareholders and other stakeholders and for the

Company to conduct itself responsibly, ethically and fairly

in its relationships with service providers.

The Board has gained assurance on whistleblowing

procedures at the Company’s principal service providers

to ensure employees at those companies are supported in

speaking up and raising concerns. No concerns relating to

the Company were raised during the year.

Shareholder relations

The Company has appointed Frostrow to provide marketing

and investor relations services, in the belief that a well

marketed investment company is more likely to grow over

time, have a more diverse, stable list of shareholders and

its shares will trade at close to net asset value per share

over the long run. Frostrow actively promotes the Company

as set out on pages 33 and 34.

Shareholder communications

The Board, the AIFM and the Portfolio Manager consider

maintaining good communications with shareholders

and engaging with larger shareholders through meetings

and presentations a key priority. Shareholders are being

informed by the publication of annual and half-year

CORPORATE GOVERNANCE CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

reports which include financial statements. These reports

are supplemented by the daily release of the net asset

value per share to the London Stock Exchange and the

publication of monthly fact sheets. All this information,

including interviews with the Portfolio Manager, is available

on the Company’s website at www.worldwidewh.com.

The Board monitors the share register of the Company;

it also reviews correspondence from shareholders at

each meeting and maintains regular contact with major

shareholders. Shareholders who wish to raise matters with

a Director may do so by writing to them at the registered

office of the Company.

The Board supports the principle that the Annual General

Meeting be used to communicate with private investors, in

particular. Shareholders are encouraged to attend the AGM,

where they are given the opportunity to question the Chair,

the Board and representatives of the Portfolio Manager. In

addition, the Portfolio Manager makes a presentation to

shareholders covering the investment performance and

strategy of the Company at the AGM. Voting at the AGM is

conducted on a poll and details of the proxy votes received

in respect of each resolution will be made available on the

Company’s website.

Significant holdings and voting rights

Details of the shareholders with substantial interests in the

Company’s shares, the Directors’ authorities to issue and

repurchase the Company’s shares, and the voting rights of

the shares are set out in the Directors’ Report.

BOARD MEETINGS

The Board meets formally at least four times each

year. A representative of OrbiMed attends all meetings;

representatives from Frostrow are also in attendance at

each Board meeting. The Independent Directors also meet

before each formal Board meeting without representatives

from Frostrow and OrbiMed being present. The Chair

encourages open debate to foster a supportive and

co-operative approach for all participants.

The Board has agreed a schedule of matters specifically

reserved for decision by the Board. This includes

establishing the investment objectives, strategy and

the Benchmark, the permitted types or categories of

investments, the markets in which transactions may

be undertaken, the amount or proportion of the assets

that may be invested in any geography or category of

investment or in any one investment, and the Company’s

share issuance and share buyback policies.

The Board, at its regular meetings, undertakes reviews of

key investment and financial data, revenue projections and

expenses, analyses of asset allocation, transactions and

performance comparisons, share price and net asset value

performance, marketing and shareholder communication

strategies, the risks associated with pursuing the

investment strategy, peer group information and industry

issues.

The Chair is responsible for ensuring that the Board

receives accurate, timely and clear information.

Representatives of OrbiMed and Frostrow Capital LLP

report regularly to the Board on issues affecting the

Company.

The Board is responsible for strategy and has established

an annual programme of agenda items under which it

reviews the objectives and strategy for the Company at

each meeting.

CONFLICTS OF INTEREST

Company Directors have a statutory obligation to avoid a

situation in which they (and connected persons) have, or

can have, a direct or indirect interest that conflicts, or may

possibly conflict, with the interests of the Company. The

Board has in place procedures for managing any actual or

potential conflicts of interest. No conflicts of interest arose

during the year under review.

BOARD FOCUS AND RESPONSIBILITIES

With the day to day management of the Company

outsourced to service providers the Board’s primary

focus at each Board meeting is reviewing the investment

performance and associated matters, such as, inter alia,

future outlook and strategy, gearing, asset allocation,

investor relations, marketing, and industry issues.

In line with its primary focus, the Board retains

responsibility for all the key elements of the Company’s

strategy and business model, including:

• the Investment Objective, Policy and Benchmark,

incorporating the investment and derivative guidelines

and limits, and changes to these;

• the maximum level of gearing and leverage the

Company may employ;

• a review of performance against the Company’s KPIs;

CORPORATE GOVERNANCE CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

• a review of the performance and continuing

appointment of service providers; and

• the maintenance of an effective system of oversight,

risk management and corporate governance.

The Investment Objective, Policy, and Benchmark, including

the related limits and guidelines, are set out on pages 8

and 9, along with details of the gearing and leverage levels

allowed.

Details of the principal KPIs and further information on the

principal service providers, their performance and continuing

appointment, along with details of the principal risks, and

how they are managed, are set out in the Strategic Report.

The Corporate Governance Report, on pages 50 to 57,

includes a statement of compliance with corporate

governance codes and best practice, and the Business

Review (pages 26 to 41) includes details of the internal

control and risk management framework within which the

Board operates.

BOARD COMPOSITION AND SUCCESSION

Succession planning

The Board regularly considers its structure and recognises

the need for progressive refreshment. (Please see the

Statement from the Chair on page 6 for further information).

The Board has an approved succession planning policy to

ensure that (i) there is a formal, rigorous and transparent

procedure for the appointment of new Directors; and (ii) the

Board is comprised of members who collectively display

the necessary balance of professional skills, experience,

length of service and industry/Company knowledge.

During the year, the Board reviewed the policy on Directors’

tenure and considered the overall length of service of the

Board as a whole.

Policy on the tenure of the chair and other

non-executive directors

The tenure of each non-executive Director, including the

Chair, is not ordinarily expected to exceed nine years.

However, the Board has agreed that the tenure of the

Chair may be extended for an agreed time provided such

an extension is conducive to the Board’s overall orderly

succession. The Board believes that this more flexible

approach to the tenure of the Chair is appropriate in the

context of the regulatory rules that apply to investment

companies, which ensure that the Chair remains

independent after appointment, while being consistent with

the need for regular refreshment and diversity.

The Board has been refreshing its membership and

will continue to do so over time. It may be the case that

Directors serve for longer than nine years to ensure that

any changes made are done so in an orderly and structured

manner. All Directors seek election or re-election every year.

Further details regarding the refreshment process can be

found in the Chair’s Statement on pages 4 to 7.

The Board subscribes to the view that long serving

Directors should not necessarily be prevented from forming

part of an independent majority. The Board considers that

a Director’s tenure does not necessarily reduce his or her

ability to act independently and will continue to assess

each Director’s independence annually, through a formal

performance evaluation. Please see page 55 for further

information.

Appointments to the board

The Nominations Committee considers annually the skills

possessed by the Board and identifies any skill shortages

to be filled by new Directors.

The rules governing the appointment and replacement

of Directors are set out in the Company’s articles

of association and the aforementioned succession

planning policy. Where the Board appoints a new Director

during the year, that Director will stand for election by

shareholders at the next AGM. Subject to there being

no conflict of interest, all Directors are entitled to vote

on candidates for the appointment of new Directors

and on the recommendation for shareholders’ approval

for the Directors seeking re-election at the AGM. When

considering new appointments, the Board endeavours to

ensure that it has the capabilities required to be effective

and oversee the Company’s strategic priorities. This will

include an appropriate range, balance and diversity of skills,

experience and knowledge. The Company is committed to

ensuring that any vacancies arising are filled by the most

qualified candidates.

Diversity policy

The Board supports the principle of Boardroom diversity,

of which gender and ethnicity are two important aspects.

The Company’s policy is that the Board and its committees

should be comprised of directors with a diverse range of

skills, knowledge and experience and that appointments

CORPORATE GOVERNANCE CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

should be made on merit against objective criteria,

including diversity in its broadest sense.

The objective of the policy is to have a broad range of

approaches, backgrounds, skills, knowledge and experience

represented on the Board. To this end, achieving a diversity

of perspectives and backgrounds on the Board will be a key

consideration in any director search process. The Board

encourages any recruitment agencies it engages to find a

diverse range of candidates that meet the criteria agreed for

each appointment and, from the shortlist, aims to ensure

that a diverse range of candidates is brought forward for

interview.

The Board will continue to give due regard to the new

diversity targets in the Listing Rules as follows:

a) At least 40% of individuals on the board are women;

b) At least one of the senior board positions is held by a

woman; and

c) At least one individual on the board is from a minority

ethnic background.

In accordance with the Listing Rules, the Board has

provided the following information in relation to its diversity

as at the year end.

Number of

Board

Members

Percentage of

the Board

Number of

senior

positions on

the Board*

Men

4 57% 2

Women

3 43% 1

Not specified/prefer not to say

– – –

Number of

Board

Members

Percentage of

the Board

Number of

senior

positions on

the Board*

White British or other White (including minority-white groups)

6 86% 3

Mixed/Multiple Ethnic Groups

– – –

Asian/Asian British

1 14% –

Black/African/Caribbean/Black British – – –

Other ethnic group, including Arab – – –

Not specified/ prefer not to say – – –

*The format of the above tables is prescribed in the Listing Rules which define ‘senior positions on the Board’ as ‘CEO, CFO, SID and Chair’. However, as an

externally managed investment trust, the Company has no executive management functions, including the roles of CEO and CFO, and the Company has therefore

excluded columns relating to executive management. In the absence of the aforementioned roles, the Board considers the Chair of the Audit & Risk Committee

to be a senior position and therefore the Company has defined the ‘senior positions on the Board’ as Chair, Senior Independent Director and Chair of the Audit &

Risk Committee.

The information above was obtained by asking the Directors to indicate on an anonymous form, how they should be

categorised for the purposes of the Listing Rules disclosures.

CORPORATE GOVERNANCE CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

MEETING ATTENDANCE

The number of meetings held during the year of the Board and its Committees, and each Director’s attendance level, is

shown below:

Type and number of meetings held in 2022/23

Board

(6)

Audit & Risk

Committee

(2)

Nominations

Committee

(1)

Management

Engagement &

Remuneration

Committee

(1)

Sir Martin Smith^

3 – 0 0

Sarah Bates

6 2 1 1

Sven Borho*

5 – – –

Tim Livett+

2 1 1 1

Humphrey van der Klugt

5 2 1 1

Doug McCutcheon~

6 1 1 1

Jo Parfrey**

2 1 1 1

Dr Bina Rawal

6 2 1 1

^ Sir Martin Smith was not a member of the Audit & Risk Committee. He retired from the Board on 6 July 2022

* Sven Borho does not sit on any of the Company’s Committees

+ Tim Livett joined the Board on 1 September 2022

~Doug McCutcheon become the Chair of the Company on 6July 2022. He ceased to be a member of the Audit & Risk Committee on that day

** Jo Parfrey joined the Board on 1 September 2022

All of the serving Directors with the exception of Humphrey van der Klugt, attended the Annual General Meeting held on

6July 2022. Humphrey was unable to attend the Annual General Meeting and also a Board Meeting as he was unwell.

Sven

Borho was unable to attend one Board Meeting due to a prior long-standing commitment.

BOARD EVALUATION

During the year the performance of the Board, its

committees and individual Directors (including each

Director’s independence) was evaluated through a formal

assessment led by the Senior Independent Director. The

performance of the Chair was also evaluated by the Senior

Independent Director. The review concluded that the Board

was working well. The Board is satisfied that the structure,

mix of skills and operation of the Board continue to be

effective and relevant for the Company.

As an independent external review of the Board was

undertaken in 2021 the next such review will be held in 2024.

The Board pays close attention to the capacity of individual

Directors to carry out their work on behalf of the Company.

In recommending individual Directors to shareholders for

re-election, it considered their other Board positions and

their time commitments and is satisfied that each Director

has the capacity to be fully engaged with the Company’s

business. The Board has considered the position of all of

the Directors as part of the evaluation process, and believes

that it would be in the Company’s best interests to propose

them for election and/or re-election (with the exception

of Sarah Bates who will be retiring from the Board on the

date of this year’s AGM) at the forthcoming AGM for the

following reasons:

Doug McCutcheon joined the Board in November 2012

and became Chair in July 2022. Doug was an investment

banker at S.G. Warburg and then UBS for 25 years, most

recently as the head of Healthcare Investment Banking for

Europe, the Middle East, Africa and Asia-Pacific. It is noted

that Doug has been a Director of the Company for more

than nine years. The Board has agreed to this period of

longer service to ensure an orderly succession. The Senior

Independent Director conducted a preliminary evaluation of

the Chair shortly after his appointment with no issues being

raised. The Board continues to believe that Doug remains

independent in thought and judgement.

Sven Borho joined the Board in June 2018. Sven is a

founder and Managing Partner of OrbiMed and heads

their public Equity team and is the portfolio Manager for

OrbiMed’s public equity and hedge funds.

Humphrey van der Klugt joined the Board in February 2016.

A former fund manager and Director of Schroder Investment

Management Limited, Humphrey has extensive experience of

the investment trust sector. He is a Chartered Accountant.

CORPORATE GOVERNANCE CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

Tim Livett joined the Board on 1 September 2022.

A qualified accountant, Tim is Chair of the Audit & Risk

Committee.

Tim is the Chief Financial Officer at Caledonia Investments

PLC, and is also a member of the Valuation and Audit & Risk

Committees at Oxford University Endowment Management.

He was formerly Chief Financial Officer at Wellcome Trust,

the global charitable foundation focused on health research.

He has an extensive and broad financial background.

Tim studied chemistry at Oxford University.

Jo Parfrey joined the Board on 1 September 2022.

Jo is Chair of the Management Engagement &

Remuneration Committee. She is a non-executive

Director and Chair of the Audit Committee of Henderson

International Income Trust plc, and a non-executive Director

of Octopus AIM VCT. She is also a non-executive Director

and Chair of the Audit Committee of Start Codon Limited

and IESO Digital Health Limited and the non-executive

Chair of Babraham Research Campus Limited. A Chartered

Accountant, Jo has extensive experience of both global

investment trusts and healthcare, including life services.

Jo studied chemistry at Oxford University.

Dr Bina Rawal joined the Board on November 2019. A

physician with 25 years’ experience in life sciences research

and development, she has held senior executive roles in

drug development and scientific evaluation in four global

pharmaceutical companies.

The Chair is pleased to report that following a formal

performance evaluation, the Directors’ performance

continues to be effective and they continue to demonstrate

commitment to the role.

TRAINING AND ADVICE

New appointees to the Board are provided with a full

induction programme. The programme covers the

Company’s investment strategy, policies and practices.

The Directors are also given key information on the

Company’s regulatory and statutory requirements as they

arise including information on the role of the Board, matters

reserved for its decision, the terms of reference of the

Board Committees, the Company’s corporate governance

practices and procedures and the latest financial

information. It is the Chair’s responsibility to ensure that the

Directors have sufficient knowledge to fulfil their role and

Directors are encouraged to participate in training courses

where appropriate.

The Directors have access to the advice and services of a

Company Secretary through its appointed representative

which is responsible to the Board for ensuring that Board

procedures are followed and that applicable rules and

regulations are complied with. The Company Secretary

is also responsible for ensuring good information flows

between all parties.

There is an agreed procedure for Directors, in the

furtherance of their duties, to take independent professional

advice if necessary at the Company’s expense.

RISK MANAGEMENT AND INTERNAL

CONTROLS

The Board has overall responsibility for the Company’s

risk management and internal control systems and for

reviewing their effectiveness. The Company applies the

guidance published by the Financial Reporting Council on

internal controls. Internal control systems are designed to

manage, rather than eliminate, the risk of failure to achieve

the business objective and can provide only reasonable

and not absolute assurance against material misstatement

or loss. These controls aim to ensure that the assets of

the Company are safeguarded, that proper accounting

records are maintained and that the Company’s financial

information is reliable. The Directors have a robust process

for identifying, evaluating and managing the significant

risks faced by the Company, which are recorded in a risk

matrix. The Audit & Risk Committee, on behalf of the Board,

considers each risk as well as reviewing the mitigating

controls in place. Each risk is rated for its “likelihood” and

“impact” and the resultant numerical rating determines its

ranking into ‘Principal/Key’, ‘Significant’ or ’Minor’. This

process was in operation during the year and continues in

place up to the date of this report. The process also involves

the Audit & Risk Committee receiving and examining regular

reports from the Company’s principal service providers. The

Board then receives a detailed report from the Audit & Risk

Committee on its findings. The Directors have not identified

any significant failures or weaknesses in respect of the

Company’s internal control systems.

CORPORATE GOVERNANCE CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

BENEFICIAL OWNERS OF SHARES –

INFORMATION RIGHTS

Beneficial owners of shares who have been nominated by

the registered holder of those shares to receive information

rights under section 146 of the Companies Act 2006 are

required to direct all communications to the registered

holder of their shares rather than to the Company’s

registrar, Link Group, or to the Company directly.

The Company has adopted a nominee share code which is

set out on the following page.

The annual and half-year financial reports, and a monthly

fact sheet are available to all shareholders. The Board, with

the advice of Frostrow, reviews the format of the annual

and half-year financial reports so as to ensure they are

useful to all shareholders and others taking an interest in the

Company. In accordance with best practice, the annual report,

including the Notice of the Annual General Meeting, is sent

to shareholders at least 20 working days before the meeting.

Separate resolutions are proposed for substantive issues.

ANNUAL GENERAL MEETING

The following information to be considered at the

forthcoming annual general meeting is important

and requires your immediate attention.

If you are in any doubt about the action you should take,

you should seek advice from your stock broker, bank

manager, solicitor, accountant or other financial adviser

authorised under the Financial Services and Markets

Act2000 (as amended). If you have sold or transferred all

of your ordinary shares in the Company, you should pass

this document, together with any other accompanying

documents, including the form of proxy, at once to the

purchaser or transferee, or to the stock broker, bank or other

agent through whom the sale or transfer was effected, for

onward transmission to the purchaser or transferee

The Company’s Annual General Meeting will be held at

Saddlers’ Hall, 40 Gutter Lane, London EC2V 6BR on

Tuesday, 18 July 2023 from 12.30 p.m. Please refer to the

Chair’s Statement beginning on page 4 for details of this

year’s arrangements.

In particular, resolutions relating to the following items will

be proposed at the forthcoming Annual General Meeting.

Resolution 13 Proposed share split

Resolution 14 Authority to allot shares

Resolution 15 Authority to disapply pre-emption rights

Resolution 16 Authority to sell shares held in treasury

on a non pre-emptive basis

Resolution 17 Authority to buy-back shares

Resolution 18 Authority to hold General Meetings (other

than the Annual General Meeting) on at

least 14 clear days’ notice

Resolutions 13 and 14 will be proposed as Ordinary

Resolutions and resolutions 15 to 18 will be proposed as

Special Resolutions.

The full text of the resolutions can be found in the Notice of

Annual General Meeting on pages 101 to 105. Explanatory

notes regarding the resolutions can be found on pages 106

and 107.

EXERCISE OF VOTING POWERS

The Board and the AIFM have delegated authority to

OrbiMed to vote the shares owned by the Company. The

Board has instructed that OrbiMed submit votes for such

shares wherever possible. This accords with current best

practice whilst maintaining a primary focus on financial

returns. OrbiMed may refer to the Board on any matters of

a contentious nature. The Board has reviewed OrbiMed’s

Voting Guidelines and is satisfied with their approach.

The Company does not retain voting rights on any shares

that are held as collateral in connection with the overdraft

facility provided by J.P. Morgan Securities LLC.

NOMINEE SHARE CODE

Where shares are held in a nominee company name, the

Company undertakes:

• to provide the nominee company with multiple copies of

shareholder communications, so long as an indication

of quantities has been provided in advance; and

• to allow investors holding shares through a nominee

company to attend general meetings, provided the

correct authority from the nominee company is

available.

Nominee companies are encouraged to provide the

necessary authority to underlying shareholders to attend

the Company’s general meetings.

By order of the Board

Frostrow Capital LLP

Company Secretary

6 June 2023

CORPORATE GOVERNANCE CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

AUDIT & RISK COMMITTEE REPORT

INTRODUCTION FROM THE CHAIRMAN

I am pleased to present my first formal report to

shareholders as Chair of the Audit & Risk Committee, for the

year ended 31 March 2023.

COMPOSITION AND MEETINGS

The Committee comprises those Directors considered to

be independent by the Board. The Chair of the Company

is not a member of the Committee but attends meetings

by invitation. The Committee met twice during the year

and attendance by each Director is shown in the table on

page55. The Board has taken note of the requirements

that the Committee as a whole should have competence

relevant to the sector in which the Company operates and

that at least one member of the Committee should have

recent and relevant financial experience. The Committee

is satisfied that it is properly constituted in both respects. I

was appointed Chair of the Committee on 1 March 2023,

I succeeded Humphrey van der Klugt in this role.

Humphrey remains a member of the Committee. I am

a qualified accountant and have been a member of a

number of Audit& Risk Committees over many years.

The other Committee members have a combination of

financial, investment and other relevant experience gained

throughout their careers.

The experience of the Committee members can be

assessed from the Directors’ biographies set out on pages

41 to 43.

RESPONSIBILITIES

The Committee’s main responsibilities during the year were:

1. To review the Company’s Half-Year and Annual Report.

In particular, the Committee considered and advised the

Board on whether the Annual Report and the Financial

Statements, taken as a whole, is fair, balanced and

understandable, allowing shareholders to more easily

assess the Company’s strategy, investment policy,

business model and financial performance.

2. To review the risk management and internal control

processes of the Company and its key service providers.

Further details of the Committee’s review are included in

the Principal Risks section beginning on page 29.

3. To develop and implement a policy for the engagement

of the external Auditors and agreeing the scope of its

work and its remuneration. Also, to be responsible for

the selection process of the external Auditors (including

the leadership of an audit tender process) and to have

primary responsibility for the Company’s relationship

with the external Auditors.

4. To review the effectiveness of the external audit and the

process.

5. To review the independence and objectivity of the

external Auditors.

6. To consider any non-audit work to be carried out by the

Auditors. The Committee reviews the need for non-audit

services to be provided by the Auditors and authorises

such on a case by case basis, having consideration

to the cost effectiveness of the services and the

independence and objectivity of the Auditors.

7. To consider the need for an internal audit function.

Since the Company delegates its day-to-day operations

to third parties and has no employees, the Committee

has determined there is no requirement for such a

function.

8. To assess the going concern and viability of the

Company, including the assumptions used.

9. To report its findings to the Board.

A comprehensive description of the Committee’s role, its

duties and responsibilities, can be found in its terms of

reference which are available for review on the Company’s

website at www.worldwidewh.com.

WORK OF THE AUDIT & RISK COMMITTEE

DURING THE YEAR

Annual Report and Financial Statements

The production of the Company’s Annual Report (including

the audit by the Company’s external Auditors) is a thorough

process involving input from a number of different areas.

In order to be able to confirm that the Annual Report is fair,

balanced and understandable, the Board has requested that

the Committee advise on whether it considers these criteria

have been satisfied. As part of this process the Committee

has considered the following:

• the procedures followed in the production of the Annual

Report, including the processes in place to assure the

accuracy of the factual content;

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

AUDIT & RISK COMMITTEE REPORT CONTINUED

• the extensive levels of review that were undertaken in

the production process, by the Company’s AIFM and the

Committee; and

• the internal control environment as operated by the

Portfolio Manager, AIFM and other service providers.

As a result of the work undertaken by the Committee, it

has confirmed to the Board that the Annual Report and the

Financial Statements for the year ended 31 March 2023,

taken as a whole, is fair, balanced and understandable

and provides the information necessary for shareholders

to assess the Company’s financial position, performance,

business model and strategy.

The Committee addressed the overall accuracy of

the annual report by considering the draft Annual

Report, a letter from Frostrow in support of the letter of

representation made by the Board to the Auditors and the

Auditors’ Report to the Committee.

The committee also considered a number of key reporting

matters which are outlined in the following sections.

Valuation and ownership of the Company’s

investments and derivatives, including unquoted

investments

The Committee dealt with this matter by:

• ensuring that all investment holdings and cash/

deposit balances had been agreed to an independent

confirmation from the Custodian and Prime Broker

or relevant counterparty. In addition, receiving and

reviewing details of the internal control procedures

in place at the Portfolio Manager, the AIFM and the

Custodian and Prime Broker and also regular reports

from both the Custodian and Prime Broker and also

the Depositary (whose role it is to ensure that the

Company’s assets are safeguarded and to verify their

valuation);

• reconfirming its understanding of the processes in

place to record investment transactions and income,

and to value both the quoted and unquoted holdings in

the portfolio;

• reviewing and amending, where necessary, the

Company’s register of key risks in light of changes to

the portfolio and the investment environment;

• gaining an overall understanding of the performance of

the portfolio both in capital and revenue terms through

comparison to the Benchmark; and

• conducting a review of how the Company’s derivative

positions were monitored.

In addition, the Committee considered the valuation of

unquoted investments. The Company has the ability

to make unquoted investments within its investment

portfolio, up to a limit of 10% of the portfolio at the time of

acquisition. Both the Company’s Directors and the AIFM

need to ensure that an appropriate value is placed on

such investments within the Company’s net asset value.

The Committee has worked with the Company’s Portfolio

Manager and the AIFM to establish clear guidelines for the

valuation of unquoted investments, including the use of

valuations produced by independent external valuers, where

appropriate.

Calculation of AIFM, portfolio management and

performance fees

The AIFM, Portfolio Management and Performance fees

are calculated in accordance with the AIFM and Portfolio

Management Agreements. The Auditors perform agreed

upon procedures over any performance fee payable to

the Portfolio Manager prior to payment. The Auditors also

recalculate the AIFM and Portfolio Management fee as part

of the audit.

Investment trust status

The Committee approached and dealt with ensuring

compliance with Section 1158 of the Corporation Tax

Act 2010, by seeking confirmation from Frostrow that the

Company continues to meet the eligibility conditions on a

monthly basis.

Withholding Tax

The Committee monitored the reclamation of withholding

tax, receiving regular updates from Frostrow on the process

and the appointment of specialist local agents.

Investment performance

The Committee gained an overall understanding of the

performance of the investment portfolio both in capital and

revenue terms through ongoing discussions and analysis

with the Company’s Portfolio Manager and also with

comparison to suitable key performance indicators (see

page 28).

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

Accounting policies

During the year the Committee ensured that the accounting

policies, as set out on pages 79 to 83, were applied

consistently throughout the year. In light of there being

no unusual transactions during the year or other possible

reasons, the Committee agreed that there was no reason to

change the policies.

Half year report and financial statements

The Committee reviewed the Half Year Report and Financial

Statements, which are not audited or reviewed by the

external Auditors, to ensure that the accounting policies

used in the Annual Financial Statements were also used at

the half-year stage and that they portrayed a fair balanced

and understandable picture of the period in question.

Going concern and viability statement

Having reviewed the Company’s financial position and

liabilities, the Committee is satisfied that it is appropriate for

the Board to prepare the financial statements on the going

concern basis. Further detail is provided on page 48. The

Committee’s review of the Company’s financial position

included consideration of the cash and cash equivalent

position of the Company; the diversification of the portfolio;

and the analysis of portfolio liquidity, which estimated a

liquidation of c.84.5% of the portfolio within 10 trading days

(based on current market volumes).

The Committee also considered the longer-term viability of

the Company in connection with the Board’s statement in

the Strategic Report on page 35. The Committee reviewed

the Company’s financial position (including its cash flows

and liquidity position), the principal risks and uncertainties,

the expectation that the Company will pass the next

continuation vote in 2024, and the results of stress tests

and scenarios which considered the impact of severe stock

market volatility on shareholders’ funds. This included

modelling substantial market falls, and significantly reduced

market liquidity. The scenarios assumed that there would

be no recovery in asset prices and that listed portfolio

companies which have cut or cancelled any dividends due

since the coronavirus outbreak would not reinstate them.

The results demonstrated the impact on the Company’s

NAV, its expenses, its cash flows and its ability to meet

its liabilities. In even the most stressed scenario, the

Company was shown to have sufficient cash, or to be able

to liquidate a sufficient portion of its listed holdings, in order

to be able to meet its liabilities as they fall due. Based on

the information available to the Directors at the time, the

Committee therefore concluded it was reasonable for the

Board to expect that the Company will be able to continue

in operation and meet its liabilities as they fall due over the

next five financial years. The Committee expects that the

Company will continue to exist for the foreseeable future

and at least for the period of the assessment.

Internal controls and risk management

As set out on page 29 the Board is responsible for the risk

assessment and review of internal controls of the Company,

undertaken in the context of the overall investment

objective.

The review covers the key business, operational,

compliance and financial risks facing the Company. In

arriving at its judgement of what risks the Company faces,

the Board has considered the Company’s operations in the

light of the following factors:

• the nature of the Company, with all management

functions outsourced to third party service providers;

• the nature and extent of risks which it regards as

acceptable for the Company to bear within its overall

investment objective;

• the threat of such risks becoming a reality; and

• the Company’s ability to reduce the incidence and

impact of risk on its performance.

Against this background, a risk matrix has been developed

which covers key risks the Company faces, the likelihood of

their occurrence and their potential impact, how these risks

are monitored and mitigating controls in place. The Board

has delegated to the Committee the responsibility for the

review and maintenance of the risk matrix and it reviews,

in detail, the risk matrix each time it meets, bearing in mind

any changes to the Company, its environment or service

providers since the last review. Any significant changes to

the risk matrix are discussed with the whole Board.

AUDIT & RISK COMMITTEE REPORT CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

Principal service providers

In addition to reviewing the systems of internal control in

place at the Company’s principal service providers, the

Committee also reviewed the cyber security strategies

adopted by them.

Depositary

During the year, the Committee reviewed reports from the

Depositary on their regulatory oversight and due diligence

duties. Nothing material was brought to the attention of the

Committee.

Internal audit

The Committee considered whether there was a need for

the Company to have an internal audit function. As the

Company delegates its day-to-day operations to third

parties and has no employees, the Committee concluded

that there was no such need.

EXTERNAL AUDIT

Appointment and tenure

PricewaterhouseCoopers LLP (“PwC”) were the Auditors

for the financial year and this was their ninth audit of the

Company. They were appointed on 14 July 2014 following

a formal tender process and this appointment has been

renewed at each subsequent AGM.

As a public company listed on the London Stock Exchange,

the Company is subject to mandatory auditor rotation

requirements. The Company will put the external audit out

to tender at least every 10 years, and change auditor at

least every 20 years. In addition, the Committee continues

to consider annually the need to go to tender for audit

quality, remuneration or independence reasons. It is

expected that the next audit tender will take place in the

autumn of this year, in order that the successful candidate’s

appointment or re-appointment can be approved by

shareholders at the AGM to be held in 2024. A range of

audit firms will be considered not just those who are

considered to be part of the “Big Four” group of audit firms.

The Committee will be mindful of any potential conflicts

of interest. Any firms providing services to the Company

within a two-year period of the date of the audit tender will

be unable to participate.

The Committee has adopted formal audit tender guidelines

to govern the audit tender process.

Auditors’ reappointment

PwC have indicated their willingness to continue to act as

Auditors to the Company for the forthcoming year and a

resolution for their re-appointment will be proposed at the

AGM.

The Committee reviews the scope and effectiveness of the

audit process, including agreeing the Auditors’ assessment

of materiality and monitors the Auditors’ independence and

objectivity. It conducted a review of the performance of the

Auditors during the year and concluded that performance

was satisfactory and there were no grounds for change.

Meetings

This year the nature and scope of the audit together with

PwC’s audit plan were considered by the Committee on

3 November 2022. I, as Chair of the Committee, had a

separate meeting with them specifically to discuss the audit

and any issues that arose. The Committee then met PwC

on 23 May 2023 via video conference to review formally

the outcome of the audit and to discuss the limited issues

that arose. The Committee also discussed the presentation

of the Annual Report with the Auditors and sought their

perspective.

Independence and effectiveness

In order to fulfil the Committee’s responsibility regarding the

independence of the Auditors, the Committee reviewed:

• the senior audit personnel in the audit plan for the year,

• the Auditors’ arrangements concerning any conflicts of

interest,

• the extent of any non-audit services, and

• the statement by the Auditors that they remain

independent within the meaning of the regulations and

their professional standards.

The Committee also reviews the outcomes of the FRC’s

annual Audit Quality Reviews and discusses the findings

with the Auditors.

AUDIT & RISK COMMITTEE REPORT CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

AUDIT & RISK COMMITTEE REPORT CONTINUED

Remuneration

The Committee approved a fee of £53,900 for the audit

for the year ended 31 March 2023 (2022: £46,725). While

this represents an increase on the previous year’s fee, the

Committee believes that the fee is in line with general audit

fees payable for the investment trust sector and is reflective

of the level of work required to audit a listed company.

Non-audit services policy

The Company operates on the basis whereby the provision

of all non-audit services by the Auditors has to be pre-

approved by the Committee. Such services are only

permissible where no conflicts of interest arise, the service

is not expressly prohibited by audit legislation, where the

independence of the Auditors is not likely to be impinged

by undertaking the work and the quality and the objectivity

of both the non-audit work and audit work will not be

compromised. The Committee will monitor the need for

non-audit work to be performed by the Auditors, if any, in

accordance with the Company’s non-audit services policy.

A copy of the Company’s non-audit services policy can be

found on the Company’s website at

www.worldwidewh.com.

No non-audit fees were paid to the Auditors during the

year (2022: £5,000 in respect of agreed upon procedures in

relation to their review of the Company’s performance fee

payment).

The Committee has considered the extent and nature of

non-audit work performed by the Auditors and is satisfied

that this did not impinge on their independence and is a

cost effective way for the Company to operate.

PERFORMANCE EVALUATION

The Committee’s performance over the past year was

reviewed and discussed as part of the annual Board

evaluation. The evaluation considered the composition of

the Committee and the efficacy of Committee meetings,

as well as assessing the Committee’s role in monitoring

and overseeing the Company’s financial reporting and

accounting, risk management and internal controls,

compliance with corporate governance regulations and also

the assessment of the external audit.

I am pleased to confirm that the evaluation result was

positive and no matters of concern or requirements for

change were highlighted.

AUDIT & RISK COMMITTEE CONFIRMATION

The Audit & Risk Committee confirms that it has carried

out a review of the effectiveness of the system of internal

financial control and risk management during the year, as

set out above and that:

(a) An ongoing procedure for identifying, evaluating and

managing significant risks faced by the Company was

in place for the year under review and up to 6 June

2023. This procedure is regularly reviewed by the Board;

and

(b) It is responsible (on behalf of the Board) for the

Company’s system of internal controls and for reviewing

its effectiveness and that it is designed to manage the

risk of failure to achieve business objectives. This can

only provide reasonable not absolute assurance against

material misstatement or loss.

Tim Livett

Chair of the Audit & Risk Committee

6 June 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

DIRECTORS’ REMUNERATION REPORT

INTRODUCTION FROM THE CHAIR

This report has been prepared in accordance with Schedule

8 of the Large and Medium-sized Companies and Groups

(Accounts and Reports) (Amendment) Regulation 2013, the

requirements of Section 421 of the Companies Act 2006

and the Enterprise and Regulatory Reform Act 2013. The

Directors’ Remuneration Report is subject to an annual

advisory vote and therefore an Ordinary Resolution for the

approval of this report will be put to shareholders at the

Company’s forthcoming AGM.

The law requires the Company’s Auditors to audit

certain of the disclosures provided in this report. Where

disclosures have been audited, they are indicated as such

and the Auditors’ audit opinion is included in its report to

shareholders on pages 68 to 74.

The Management Engagement & Remuneration

Committee (the “Committee”) considers the framework

for the remuneration of the Directors on an annual basis.

It reviews the ongoing appropriateness of the Directors’

Remuneration Policy and the individual remuneration

of Directors by reference to the activities and particular

complexities of the Company and comparison with other

companies of a similar structure and size. This is in-line

with the AIC Code.

An Ordinary Resolution proposing the adoption of the

Directors’ Remuneration Report was put to shareholders

at the Annual General Meeting of the Company held on 6

July 2022, and was passed with 99.9%of the votes cast by

shareholders voting in favour of the Resolution.

As noted in the Strategic Report, all of the Directors are

non-executive and therefore there is no Chief Executive

Officer. The Company does not have any employees.

There is therefore no Chief Executive Officer or employee

information to disclose.

Directors’ remuneration policy

The Directors’ Remuneration Policy provides that fees

payable to the Directors should reflect the time spent by

the Board on the Company’s affairs and the responsibilities

borne by the Directors and should be sufficient to enable

candidates of high calibre to be recruited. Directors are

remunerated in the form of fees payable monthly in arrears,

paid to the Director personally or to a specified third

party. There are no long-term incentive schemes, share

option schemes, pension arrangements, bonuses, or other

benefits in place and fees are not specifically related to the

Directors’ performance, either individually or collectively.

The remuneration for the non-executive Directors is

determined within the limits set out in the Company’s

Articles of Association. The present limit is £350,000 in

aggregate per annum. The amount paid in aggregate

to the Directors in 2023 is set out in the table on the

followingpage.

A binding resolution to approve the Directors’

Remuneration Policy was put to shareholders at the Annual

General Meeting held in 2020, and was passed with 99.8%

of shareholders voting in favour of the Resolution. The

aforementioned Directors’ Remuneration Policy provisions

apply until the next time that they are put to shareholders

for the renewal of that approval, which must be at

intervals of not more than three years, or if the Directors’

Remuneration Policy is varied. As approval of this policy

was last granted by shareholders at the Annual General

Meeting held in July 2020, shareholder approval will

again be sought at the Annual General Meeting to be held

thisyear.

Directors’ appointment

None of the Directors has a service contract. The terms of

their appointment provide that Directors shall retire and be

subject to election at the first Annual General Meeting after

their appointment and to re-election annually thereafter. The

terms also provide that a Director may be removed without

notice and that compensation will not be due on leaving office.

Directors’ fees

During the year, the Committee agreed that each Director’s

fees should be increased by 2.0% with effect from 1 April

2023.

The Committee noted that the fees had not been increased

the previous year and the prevailing high level of inflation.

The table overleaf shows the level of fees paid to Directors

and the percentage increase from the prior year.

With the exception of Tim Livett and Jo Parfrey, all of the

Directors, as at the date of this report, served throughout

the year. The table overleaf excludes any employer’s

national insurance contributions, if applicable.

The Directors are entitled to be reimbursed for reasonable

expenses incurred by them in connection with the

performance of their duties and attendance at Directors’

and shareholder meetings.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

Year Ending

31 March 2024

Year Ended

31 March 2023

Year Ended

31 March 2022

Director

Fee Level

(per annum)

Change

Fee Level

(per annum)

Change

Fee Level

(per annum)

Change

Chair

£54,213 2.0

£53,150 – £53,150 4.0

Audit & Risk Committee Chair

£41,956 2.0

£41,133 – £41,133 4.0

Senior Independent Director

£36,727 2.0

£36,007 – £36,007 4.0

Director

£34,244 2.0

£33,573 – £33,573 4.0

Sums paid to third parties

None of the fees referred to in the below table were paid to any third party in respect of the services provided by any of the Directors.

Directors’ emoluments for the year (audited)

Date of

Appointment

to the Board

Fixed fees

(£)

2023

Taxable

Expenses

(£)†

2023

Total (£)

2023

Fixed fees

(£)

2022

Taxable

Expenses

(£)†

2022

Total (£)

2022

Sir Martin Smith* 8 November 2007 14,105 – 14,105 53,150 865 54,015

Humphrey van der Klugt 15 February 2016 40,503 – 40,503 41,133 – 41,133

Sarah Bates# 22 May 2013 36,007 – 36,007 35,389 – 35,389

Dr David Holbrook^ 8 November 2007 – – – 9,833 – 9,833

Tim Livett** 1 September 2022 20,124 – 20,124 – – –

Doug McCutcheon 7 November 2012 47,894 – 47,894 33,573 – 33,573

Jo Parfrey** 1 September 2022 19,584 – 19,584

Sven Borho+ 7 June 2018 – – – – – –

Dr Bina Rawal 1 November 2019 33,573 – 33,573 33,573 – 33,573

Total 211,790 – 211,790 206,651 865 207,516

† Taxable expenses primarily comprise travel and associated expenses incurred by the Directors in attending Board and Committee meetings in London. These are

reimbursed by the Company and, under HMRC Rules, are subject to tax and National Insurance and therefore are treated as a benefit in kind within this table.

* Sir Martin Smith retired from the Board on 6 July 2022.

# Sarah Bates was appointed as the Senior Independent Director with effect from 8 July 2021.

^ Dr David Holbrook retired from the Board on 8 July 2021.

** Tim Livett and Jo Parfrey joined the Board on 1 September 2022.

+ Sven Borho has waived his Director’s fee.

Tim Livett succeeded Humphrey van der Klugt as Chair of the Audit & Risk Committee with effect from 1 March 2023.

In certain circumstances, under HMRC rules travel and other out of pocket expenses reimbursed to the Directors may be

considered as taxable benefits. Where expenses are classed as taxable under HMRC guidance, they are shown in the taxable

expenses column of the Directors’ remuneration table along with the associated tax liability.

No communications have been received from shareholders regarding Directors’ remuneration.

Directors’ interests in the Company’s shares (audited)

Ordinary

Shares of 25p each

31 March

2023

31 March

2022

Sir Martin Smith – 11,871

– Trustee – 2,725

Sarah Bates 7,200 7,200

Sven Borho 10,000 10,000

Humphrey van der Klugt 3,000 3,000

Tim Livett 2,175 –

Doug McCutcheon 20,000 20,000

Jo Parfrey 2,000 –

Dr Bina Rawal 2,606 1,810

46,981 56,606

DIRECTORS’ REMUNERATION REPORT CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

Share price total return

The chart below illustrates the total shareholder return

for a holding in the Company’s shares as compared to

the Benchmark, which the Board has adopted as the key

measure of the Company’s performance.

TOTAL SHAREHOLDER RETURN FOR THE TEN YEARS

TO 31 MARCH 2023

Mar

Benchmark (total return) (229.9%)

Rebased to 100 as at 31 March 2013

Source: Morningstar

WWH Share Price (total return) (236.9%)

100

200

300

400

500

Relative cost of directors’ remuneration

The bar chart below shows the comparative cost of

Directors’ fees compared with the level of dividend

distribution and ongoing charges for 2022 and 2023.

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Annual statement

On behalf of the Board, I confirm that the Directors’

Remuneration Policy, set out on page 63 of this Annual

Report, and Directors’ Remuneration Report set out on

page 63 to 65 summarise, as applicable, for the year to

31March2023:

(a) the major decisions on Directors’ remuneration;

(b) any substantial changes relating to Directors’

remuneration made during the year; and

decisions have been taken.

Jo Parfrey

Chair of the Management Engagement & Remuneration

Committee

6 June 2023

DIRECTORS’ REMUNERATION REPORT CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF

WORLDWIDE HEALTHCARE TRUST PLC

REPORT ON THE AUDIT OF THE FINANCIAL

STATEMENTS

Opinion

In our opinion, Worldwide Healthcare Trust PLC’s financial

statements:

• give a true and fair view of the state of the Company’s

affairs as at 31 March 2023 and of its loss and cash

flows for the year then ended;

• have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards, including FRS

102 “The Financial Reporting Standard applicable in the

UK and Republic of Ireland”, and applicable law); and

• have been prepared in accordance with the

requirements of the Companies Act 2006.

We have audited the financial statements, included

within the Annual Report, which comprise: the Statement

of Financial Position as at 31 March 2023; the Income

Statement, the Statement of Changes in Equity and the

Statement of Cash Flows for the year then ended; and

the notes to the financial statements, which include a

description of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit &

Risk Committee.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.

Our responsibilities under ISAs (UK) are further described

in the Auditors’ responsibilities for the audit of the financial

statements section of our report. We believe that the audit

evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Independence

We remained independent of the Company in accordance

with the ethical requirements that are relevant to our

audit of the financial statements in the UK, which includes

the FRC’s Ethical Standard, as applicable to listed public

interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that

non-audit services prohibited by the FRC’s Ethical Standard

were not provided.

We have provided no non-audit services to the Company in

the period under audit.

Our audit approach

Overview

Audit scope

• The Company is a standalone Investment Trust

Company and engages Frostrow Capital LLP

(the“AIFM”) to manage its assets.

• We conducted our audit of the financial statements

using information from the AIFM and J.P.Morgan

Europe Limited with whom the AIFM have engaged to

provide certain administrative functions.

• We tailored the scope of our audit taking into account

the types of investments within the Company, the

involvement of the third parties referred to above, the

accounting processes and controls, and the industry in

which the Company operates.

• We obtained an understanding of the control

environment in place at the AIFM and adopted a fully

substantive testing approach using reports obtained

from the AIFM and service providers.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

Key audit matters

• Income from investments.

• Valuation and existence of investments.

Materiality

• Overall materiality: £21,500,000 (2022: £22,682,000)

based on approximately 1% of net assets.

• Performance materiality: £16,125,000 (2022:

£17,011,000).

The scope of our audit

As part of designing our audit, we determined materiality

and assessed the risks of material misstatement in the

financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’

professional judgement, were of most significance in the

audit of the financial statements of the current period and

include the most significant assessed risks of material

misstatement (whether or not due to fraud) identified by

the auditors, including those which had the greatest effect

on: the overall audit strategy; the allocation of resources

in the audit; and directing the efforts of the engagement

team. These matters, and any comments we make on the

results of our procedures thereon, were addressed in the

context of our audit of the financial statements as a whole,

and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

Key audit matter How our audit addressed the key audit matter

Income from investments

Refer to the Audit & Risk Committee Report,

Accounting Policies and Notes to the Financial

Statements.

ISAs (UK) presume there is a risk of fraud in income

recognition because of the pressure management

may feel to achieve a certain objective. In this

instance, we consider that ‘income’ refers to all the

Company’s income streams, both revenue and capital

(including gains and losses on investments).

As the Company has a capital objective, there

might be an incentive to overstate income in that

category if capital is particularly underperforming.

As such, we focussed this risk on the existence/

occurrence of gains/losses on investments and

completeness of dividend income recognition and its

presentation in the Income Statement as set out in

the requirements of The Association of Investment

Companies’ Statement of Recommended Practice

(the “AICSORP”).

We assessed the accounting policy for income recognition for

compliance with accounting standards and the AIC SORP and

performed testing to confirm that income had been accounted

for in accordance with this stated accounting policy.

We found that the accounting policies implemented were in

accordance with accounting standards and the AIC SORP, and

that income has been accounted for in accordance with the

stated accounting policy.

We understood and assessed the design and implementation of

key controls surrounding income recognition.

The gains/losses on investments held at fair value comprise

realised and unrealised gains/losses. For unrealised gains/

losses, we sample tested the valuation of the portfolio at the

year-end (see below), together with testing the reconciliation of

opening and closing investments. For realised gains/losses, we

tested a sample of disposal proceeds by agreeing the proceeds

to bank statements and we re-performed the calculation of a

sample of realised gains/losses.

In addition, we tested a sample of dividend receipts by agreeing

the dividend rates from all investments to independent third

party sources.

To test for completeness, we tested that the appropriate

dividends had been received in the year by reference

to independent data of dividends declared for all listed

investments during the year. Our testing did not identify any

unrecorded dividends.

We tested the allocation and presentation of dividend income

between the revenue and capital return columns of the Income

Statement in line with the requirements set out in the AIC SORP.

We did not find any special dividends that were not treated in

accordance with the AIC SORP.

No material misstatements were identified from this testing.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

Key audit matter How our audit addressed the key audit matter

Valuation and existence of investments

Refer to the Audit & Risk Committee Report,

Accounting Policies and Notes to the Financial

Statements.

The investment portfolio at 31 March 2023 principally

comprised of listed equity investments and unquoted

equity investments and totalled £2,186,417,000. We

focused on the valuation and existence of investments

because investments represent the principal element

of the net asset value as disclosed in the Statement of

Financial Position in the financial statements.

We tested the valuation of all listed investments by agreeing the

prices used in the valuation to independent third party sources.

We tested the existence of all listed investments by agreeing the

holdings of each investment to an independent confirmation

from the Custodian and Prime Broker, J.P. Morgan Securities

LLC, as at 31 March 2023.

For unquoted investments we understood and evaluated the

valuation methodology applied, by reference to the International

Private Equity and Venture Capital Valuation guidelines

(IPEV),and tested the techniques used by the Directors in

determining the fair value of unquoted investments. Our testing,

performed on a sample basis, included:

• assessing the appropriateness of the valuation models

used;

• testing the inputs either through validation to appropriate

third party sources, or where relevant, assessing the

reasonableness of significant estimates and judgements

used;

• assessing the potential impact of climate change on the

valuation of the unquoted investments; and

• assessing the ongoing impact of geopolitical events on the

valuation of investments.

We found that the Directors’ valuations of unquoted

investments were materially consistent with the IPEV guidelines

and that the assumptions used to derive the valuations

within the financial statements were reasonable based on the

investee’s circumstances or consistent with appropriate third

party sources. No material misstatements were identified

fromthis testing.

We tested the existence of the unquoted investment portfolio

by agreeing a sample of the holdings to independently obtained

third party confirmations as at 31 March 2023. No variances

were identified from this testing.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial

statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the

industry in which it operates.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial

statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant

accounting estimates that involved making assumptions and considering future events that are inherently uncertain.

The impact of climate risk on our audit

As part of our audit we made enquiries of management to understand the process management adopted to assess the

extent of the potential impact of climate risk on the Company’s financial statements and support the disclosures made

within the Company’s financial statements.

The Directors and the AIFM concluded that there was no material impact on the financial statements. Our evaluation of this

included assessing how the Directors had incorporated climate risk factors into the key area of judgement and estimation

in the financial statements, being in relation to the process of valuation of unquoted investments. We also considered

the consistency of the climate change disclosures included in the Strategic Report with the financial statements and our

knowledge from our audit.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.

These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and

extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of

misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Overall Company materiality £21,500,000 (2022: £22,682,000).

How we determined it Approximately 1% of net assets.

Rationale for benchmark applied We believe that net assets is the primary measure used by the shareholders in

assessing the performance of the entity, and is a generally accepted auditing

benchmark for investment trust Company audits. This benchmark provides an

appropriate and consistent year on year basis for our audit.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected

and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the

scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for

example in determining sample sizes. Our performance materiality was 75% (2022: 75%) of overall materiality, amounting to

£16,125,000 (2022: £17,011,000) for the Company financial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk

assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our

normal range was appropriate.

We agreed with the Audit & Risk Committee that we would report to them misstatements identified during our audit above

£1,075,000 (2022: £1,134,000) as well as misstatements below that amount that, in our view, warranted reporting for

qualitative reasons.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

Conclusions relating to going concern

Our evaluation of the Directors’ assessment of the

Company’s ability to continue to adopt the going concern

basis of accounting included:

• evaluating the Directors’ updated risk assessment

and considering whether it addressed relevant threats,

including the heightened economic uncertainty as a

result of recent global events;

• evaluating the Directors’ assessment of potential

operational impacts, considering their consistency with

other available information and our understanding of

the business and assessed the potential impact on the

financial statements;

• reviewing the Directors’ assessment of the Company’s

financial position in the context of its ability to

meet future expected operating expenses and debt

repayments, their assessment of liquidity as well as

their review of the operational resilience of the Company

and oversight of key third-party service providers; and

• assessing the implication of significant reductions in

NAV as a result of market performance on the ongoing

ability of the Company to operate.

Based on the work we have performed, we have not

identified any material uncertainties relating to events

or conditions that, individually or collectively, may cast

significant doubt on the Company’s ability to continue as a

going concern for a period of at least twelve months from

when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded

that the Directors’ use of the going concern basis of

accounting in the preparation of the financial statements is

appropriate.

However, because not all future events or conditions can

be predicted, this conclusion is not a guarantee as to the

Company’s ability to continue as a going concern.

In relation to the Directors’ reporting on how they have

applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to

the Directors’ statement in the financial statements about

whether the Directors considered it appropriate to adopt the

going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors

with respect to going concern are described in the relevant

sections of this report.

Reporting on other information

The other information comprises all of the information in

the Annual Report other than the financial statements and

our auditors’ report thereon. The Directors are responsible

for the other information. Our opinion on the financial

statements does not cover the other information and,

accordingly, we do not express an audit opinion or, except

to the extent otherwise explicitly stated in this report, any

form of assurance thereon.

In connection with our audit of the financial statements,

our responsibility is to read the other information and,

in doing so, consider whether the other information is

materially inconsistent with the financial statements or our

knowledge obtained in the audit, or otherwise appears to

be materially misstated. If we identify an apparent material

inconsistency or material misstatement, we are required

to perform procedures to conclude whether there is a

material misstatement of the financial statements or a

material misstatement of the other information. If, based

on the work we have performed, we conclude that there is

a material misstatement of this other information, we are

required to report that fact. We have nothing to report based

on these responsibilities.

With respect to the Strategic report and the Report of the

Directors, we also considered whether the disclosures

required by the UK Companies Act 2006 have been

included.

Based on our work undertaken in the course of the audit,

the Companies Act 2006 requires us also to report certain

opinions and matters as described below.

Strategic report and the Report of the Directors

In our opinion, based on the work undertaken in the

course of the audit, the information given in the Strategic

report and the Report of the Directors for the year ended

31March 2023 is consistent with the financial statements

and has been prepared in accordance with applicable legal

requirements.

In light of the knowledge and understanding of the

Company and its environment obtained in the course of the

audit, we did not identify any material misstatements in the

Strategic Report and the Report of the Directors.

Directors’ Remuneration

In our opinion, the part of the Directors’ Remuneration

Report to be audited has been properly prepared in

accordance with the Companies Act 2006.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

Corporate governance statement

The Listing Rules require us to review the Directors’

statements in relation to going concern, longer-term

viability and that part of the corporate governance

statement relating to the Company’s compliance with the

provisions of the UK Corporate Governance Code specified

for our review. Our additional responsibilities with respect to

the corporate governance statement as other information

are described in the Reporting on other information section

of this report.

Based on the work undertaken as part of our audit, we

have concluded that each of the following elements of the

corporate governance statement is materially consistent

with the financial statements and our knowledge obtained

during the audit, and we have nothing material to add or

draw attention to in relation to:

• The Directors’ confirmation that they have carried out a

robust assessment of the emerging and principal risks;

• The disclosures in the Annual Report that describe

those principal risks, what procedures are in place to

identify emerging risks and an explanation of how these

are being managed or mitigated;

• The Directors’ statement in the financial statements

about whether they considered it appropriate to

adopt the going concern basis of accounting in

preparing them, and their identification of any material

uncertainties to the Company’s ability to continue to do

so over a period of at least twelve months from the date

of approval of the financial statements;

• The Directors’ explanation as to their assessment of

the Company’s prospects, the period this assessment

covers and why the period is appropriate; and

• The Directors’ statement as to whether they have a

reasonable expectation that the Company will be able

to continue in operation and meet its liabilities as they

fall due over the period of its assessment, including any

related disclosures drawing attention to any necessary

qualifications or assumptions.

Our review of the Directors’ statement regarding the longer-

term viability of the Company was substantially less in

scope than an audit and only consisted of making inquiries

and considering the Directors’ process supporting their

statement; checking that the statement is in alignment with

the relevant provisions of the UK Corporate Governance

Code; and considering whether the statement is consistent

with the financial statements and our knowledge and

understanding of the Company and its environment

obtained in the course of the audit.

In addition, based on the work undertaken as part of

our audit, we have concluded that each of the following

elements of the corporate governance statement is

materially consistent with the financial statements and our

knowledge obtained during the audit:

• The Directors’ statement that they consider the

Annual Report, taken as a whole, is fair, balanced and

understandable, and provides the information necessary

for the members to assess the Company’s position,

performance, business model and strategy;

• The section of the Annual Report that describes the

review of effectiveness of risk management and internal

control systems; and

• The section of the Annual Report describing the work of

the Audit & Risk Committee.

We have nothing to report in respect of our responsibility

to report when the Directors’ statement relating to the

Company’s compliance with the Code does not properly

disclose a departure from a relevant provision of the Code

specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements and

the audit

Responsibilities of the Directors for the financial

statements

As explained more fully in the Statement of Directors’

Responsibilities, the Directors are responsible for the

preparation of the financial statements in accordance with

the applicable framework and for being satisfied that they

give a true and fair view. The Directors are also responsible

for such internal control as they determine is necessary to

enable the preparation of financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are

responsible for assessing the Company’s ability to continue

as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis

of accounting unless the Directors either intend to liquidate

the Company or to cease operations, or have no realistic

alternative but to do so.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

Auditors’ responsibilities for the audit of the financial

statements

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error,

and to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance, but is

not a guarantee that an audit conducted in accordance

with ISAs (UK) will always detect a material misstatement

when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these

financial statements.

Irregularities, including fraud, are instances of non-

compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above,

to detect material misstatements in respect of irregularities,

including fraud. The extent to which our procedures are

capable of detecting irregularities, including fraud, is

detailed below.

Based on our understanding of the Company and industry,

we identified that the principal risks of non-compliance

with laws and regulations related to breaches of section

1158 of the Corporation Tax Act 2010, and we considered

the extent to which non-compliance might have a

material effect on the financial statements. We evaluated

management’s incentives and opportunities for fraudulent

manipulation of the financial statements (including the risk

of override of controls), and determined that the principal

risks were related to posting inappropriate journal entries

to increase revenue (investment income and capital gains)

or to increase net asset value, and management bias in

accounting estimates. Audit procedures performed by the

engagement team included:

• discussions with the AIFM and the Audit & Risk

Committee, including consideration of known or

suspected instances of non-compliance with laws and

regulation and fraud;

• reviewing relevant meeting minutes, including those of

the Audit & Risk Committee;

• assessment of the Company’s compliance with the

requirements of section 1158 of the Corporation Tax Act

2010, including recalculation of numerical aspects of

the eligibility conditions;

• challenging assumptions and judgements made by

management in their significant accounting estimates,

in particular in relation to the valuation of unquoted

investments (see related key audit matter above);

• identifying and testing journal entries, in particular

any material or revenue-impacting manual journal

entries posted as part of the Annual Report preparation

process; and

• designing audit procedures to incorporate

unpredictability around the nature, timing or extent of

our testing.

There are inherent limitations in the audit procedures

described above. We are less likely to become aware of

instances of non-compliance with laws and regulations that

are not closely related to events and transactions reflected

in the financial statements. Also, the risk of not detecting

a material misstatement due to fraud is higher than the

risk of not detecting one resulting from error, as fraud may

involve deliberate concealment by, for example, forgery or

intentional misrepresentations, or through collusion.

Our audit testing might include testing complete

populations of certain transactions and balances, possibly

using data auditing techniques. However, it typically

involves selecting a limited number of items for testing,

rather than testing complete populations. We will often

seek to target particular items for testing based on their

size or risk characteristics. In other cases, we will use audit

sampling to enable us to draw a conclusion about the

population from which the sample is selected.

A further description of our responsibilities for the audit of

the financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description

forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared

for and only for the Company’s members as a body in

accordance with Chapter 3 of Part 16 of the Companies

Act 2006 and for no other purpose. We do not, in giving

these opinions, accept or assume responsibility for any

other purpose or to any other person to whom this report

is shown or into whose hands it may come save where

expressly agreed by our prior consent in writing.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

GOVERNANCE

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to

you if, in our opinion:

• we have not obtained all the information and

explanations we require for our audit; or

• adequate accounting records have not been kept by the

Company, or returns adequate for our audit have not

been received from branches not visited by us; or

• certain disclosures of Directors’ remuneration specified

by law are not made; or

• the financial statements and the part of the Directors’

Remuneration Report to be audited are not in

agreement with the accounting records and returns.

We have no exceptions to report arising from this

responsibility.

Appointment

Following the recommendation of the Audit & Risk

Committee, we were appointed by the members on

14July 2014 to audit the financial statements for the year

ended 31March 2015 and subsequent financial periods.

The period of total uninterrupted engagement is 9 years,

covering the years ended 31 March 2015 to 31 March 2023.

Allan McGrath (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Edinburgh

6 June 2023

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

2023 2022

Notes

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Gains/(Losses) on investments 9

– 10,388 10,388 – (152,475) (152,475)

Exchange losses on currency

balances

– (18,302) (18,302) – (6,342) (6,342)

Income from investments 2 23,945 – 23,945 23,471 – 23,471

AIFM, portfolio management and

performance fees

3 (877) (16,657) (17,534) (938) 1,061 123

Other expenses

4 (1,142) (22) (1,164) (1,305) (529) (1,834)

Net return/(loss) before finance

charges and taxation

21,926 (24,593) (2,667) 21,228 (158,285) (137,057)

Finance costs

5 (193) (3,658) (3,851) (40) (761) (801)

Net return/(loss) before taxation

21,733 (28,251) (6,518) 21,188 (159,046) (137,858)

Taxation

6 (2,021) (248) (2,269) (3,668) – (3,668)

Net return/(loss) after taxation 19,712 (28,499) (8,787) 17,520 (159,046) (141,526)

Return/(loss) per share

7 30.6p (44.2) (13.6) 26.8p (243.5) (216.7)

The “Total” column of this statement is the Income Statement of the Company. The “Revenue” and “Capital” columns are supplementary to

this and are prepared under guidance published by The Association of Investment Companies.

All revenue and capital items in the above statement derive from continuing operations.

The Company has no recognised gains and losses other than those shown above and therefore no separate Statement of Total

Comprehensive Income has been presented.

The accompanying notes are an integral part of these statements.

INCOME STATEMENT

FOR THE YEAR ENDED 31 MARCH 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

capital

£’000

Capital

redemption

reserve

£’000

premium

account

£’000

Capital

reserve

£’000

Revenue

reserve

£’000

Total

shareholders’

funds

£’000

At 1 April 2022

16,385 8,221 841,599 1,381,038 20,990 2,268,233

Net (loss)/return after taxation

– – – (28,499) 19,712 (8,787)

Final dividend paid in respect of year ended

31 March 2022

– – – - (12,721) (12,721)

Interim dividend paid in respect of year ended

31 March 2023

– – – - (4,490) (4,490)

Shares purchased for treasury

– – – (91,514) – (91,514)

Shares cancelled from treasury

(120) 120 – – – –

At 31 March 2023

16,265 8,341 841,599 1,261,025 23,491 2,150,721

FOR THE YEAR ENDED 31 MARCH 2022

capital

£’000

Capital

redemption

reserve

£’000

premium

account

£’000

Capital

reserve

£’000

Revenue

reserve

£’000

Total

shareholders’

funds

£’000

At 1 April 2021

16,078 8,221 796,357 1,542,628 18,141 2,381,425

Net (loss)/return after taxation

– – – (159,046) 17,520 (141,526)

Final dividend paid in respect of year ended

31 March 2021

– – – – (10,085) (10,085)

Interim dividend paid in respect of year ended

31 March 2022

– – – – (4,586) (4,586)

New shares issued

307 – 45,242 – – 45,549

Shares purchased for treasury

– – – (2,544) – (2,544)

At 31 March 2022

16,385 8,221 841,599 1,381,038 20,990 2,268,233

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

Notes

2023

£’000

2022

£’000

Fixed assets

Investments 9

2,186,417 2,379,848

Derivative – OTC swaps

9 & 10 209 283

2,186,626 2,380,131

Current assets

Debtors

11 4,376 14,724

Cash

58,925 26,594

63,301 41,318

Current liabilities

Creditors: amounts falling due within one year

12 (72,105) (147,804)

Derivative – OTC swaps

9 & 10 (27,101) (5,412)

(99,206) (153,216)

Net current liabilities

(35,905) (111,898)

Total net assets

2,150,721 2,268,233

Capital and reserves

Share capital

13 16,265 16,385

Capital redemption reserve

8,341 8,221

Share premium account

841,599 841,599

Capital reserve

17 1,261,025 1,381,038

Revenue reserve

23,491 20,990

Total shareholders' funds

2,150,721 2,268,233

Net asset value per share

14 3,434.5p 3,465.2p

The financial statements on pages 75 to 95 were approved by the Board of Directors and authorised for issue on 6 June 2023 and were

signed on its behalf by:

Doug McCutcheon

Chair

The accompanying notes are an integral part of this statement.

Worldwide Healthcare Trust PLC – Company Registration Number 3023689 (Registered in England)

STATEMENT OF FINANCIAL POSITION

As at 31 March 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

Notes

2023

£’000

2022

£’000

Net cash inflow/(outflow) from operating activities

18 5,394 (13,329)

Purchases of investments and derivatives

(1,189,133) (1,330,279)

Sales of investments and derivatives

1,404,617 1,253,138

Realised (loss)/gain on foreign exchange transactions

(18,240) (5,541)

Net cash inflow/(outflow) from investing activities

197,244 (82,682)

Issue of shares

13 – 48,126

Shares repurchased

13 (91,514) (2,544)

Equity dividends paid

(17,211) (14,671)

Interest paid

(3,851) (801)

Net cash (outflow)/inflow from financing activities

(112,576) 30,110

Decrease/(Increase) in net cash/(debt)

90,062 (65,901)

Cash flows from operating activities include interest received of £2,301,000 (2022: £968,000) and dividends received of £20,507,000

(2022:£23,853,000).

RECONCILIATION OF NET CASH FLOW MOVEMENT TO MOVEMENT IN NET CASH/(DEBT)

2023

£’000

2022

£’000

Decrease/(Increase) in net cash/(debt) resulting from cashflows

90,062 (65,901)

Losses on foreign currency cash and cash equivalents

(62) (801)

Movement in net cash/(debt) in the year

90,000 (66,702)

Net debt at 1 April

(87,003) (20,301)

Net cash/(debt) at 31 March

2,997 (87,003)

Net cash/(debt) includes the bank overdraft of £55,928,000 (2022: £113,597,000) (see note 12) and cash as per the balance sheet of

£58,925,000 (2022: £26,594,000).

The accompanying notes are an integral part of this statement.

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

The principal accounting policies, all of which have been applied consistently throughout the year in the preparation of these financial

statements, are set out below:

(A) Basis of preparation

These financial statements have been prepared in accordance with the Companies Act 2006, FRS 102 ‘The Financial Reporting

Standard applicable in the UK and Ireland’ (‘UK GAAP’) and the guidelines set out in the Statement of Recommended Practice (‘SORP’),

published in February 2021, for Investment Trust Companies and Venture Capital Trusts issued by the Association of Investment

Companies (‘AIC’), the historical cost convention, as modified by the valuation of investments and derivatives at fair value. The Board

has considered a detailed assessment of the Company’s ability to meet its liabilities as they fall due, including stress and liquidity tests

which modelled the effects of substantial falls in markets and significant reductions in market liquidity (including further stressing the

current economic conditions) on the Company’s financial position and cash flows. Theresults of the tests showed that the Company

would have sufficient cash, or the ability to liquidate a sufficient proportion of its listed holdings, to meet its liabilities as they fall due.

Based on the information available to the Directors at the time of this report, including the results of the stress tests, the Company’s

cash balances, and the liquidity of the Company’s listed investments, the Directors are satisfied that the Company has adequate

financial resources to continue in operation for at least the next 12 months from the date of approval of these financial statements

and that, accordingly, it is appropriate to adopt the going concern basis in preparing these financial statements.

The Company’s financial statements are presented in sterling, being the functional and presentational currency of the Company.

Allvalues are rounded to the nearest thousand pounds (£’000) except where otherwise indicated.

In addition, investments and derivatives held at fair value are categorised into a fair value hierarchy based on the degree to which the

inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety,

which are described as follows:

• Level 1 – Quoted prices in active markets.

• Level 2 – Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data), either

directly or indirectly.

• Level 3 – Inputs are unobservable (i.e. for which market data is unavailable).

Presentation of the Income Statement

In order to reflect better the activities of an investment trust company and in accordance with the SORP, supplementary information

which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income

Statement. The net revenue return is the measure the Directors believe appropriate in assessing the Company’s compliance with

certain requirements set out in Sections 1158 and 1159 of the Corporation Tax Act 2010.

Critical Accounting Judgements and Key Sources of Estimation Uncertainty

Critical accounting judgements and key sources of estimation uncertainty used in preparing the financial information are continually

evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be

reasonable. The resulting estimates will, by definition, seldom equal the related actual results.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES continued

In the course of preparing the financial statements, the only key source of estimation uncertainty in the process of applying the

Company’s accounting policies, is in relation to the valuation of the unquoted (Level 3) investments. The nature of estimation means

that the actual outcomes could differ from those estimates, possibly significantly. The estimates relate to the investments where there

is no appropriate market price i.e. the private investments. Whilst the board considers the methodologies and assumptions adopted

in the valuation are supportable, reasonable and robust, because of the inherent uncertainty of valuation, those estimated values may

differ significantly from the values that would have been used had a ready market for the investment existed. As at 31 March 2023,

there is no single key assumption used in the valuation of the unquoted investments, or other key source of estimation uncertainty,

that, in the Directors’ opinion has a significant risk of causing a material adjustment to the carrying values of assets and liabilities within

the next financial year.

Unquoted investments are all valued in line with the accounting policy set out below.

(B) Investments

Investments are measured under FRS 102 and are measured initially, and at subsequent reporting dates, at fair value. Investments

are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the

time frame established by the market concerned. Changes in fair value and gains or losses on disposal are included in the Income

Statement as a capital item.

For quoted securities fair value is either bid price or last traded price, depending on the convention of the exchange on which the

investment is listed.

Fair value is the price for which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction.

In estimating the fair value of unquoted investments, the AIFM and Board apply valuation techniques which are appropriate in light of

the nature, facts and circumstances of the investment, and use reasonable current market data and inputs combined with judgement

and assumptions and apply these consistently. The following principles used in determining the valuation of unquoted investments,

are consistent with the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines. The assumptions and estimates

made in determining the fair value of each unquoted investment are considered at least each six months or sooner if there is a

triggering event. An example of where a valuation would be considered out of the six-month cycle is the success or failure of a drug

under development to meet an anticipated outcome of its trial, announcement of the company undergoing an initial public offering, or

other performance against tangible development milestones.

The primary valuation method applied in the valuation of the unquoted investments is the probability-weighted expected return method

(PWERM), which considers on a probability weighted basis the future outcomes for the investment. When using the PWERM method

significant judgements are made in estimating the various inputs into the model and recognising the sensitivity of such estimates.

Examples of the factors where significant judgement is made include, but are not limited to, the probability assigned to potential future

outcomes; discount rates; and, the likely exit scenarios for the investor company, for example, IPO or trade sale.

Where the investment being valued was itself made recently, or there has been a third party transaction in the investment, the price

of the transaction may provide a good indication of fair value. Using the Price of Recent Investment technique is not a default and at

each reporting date the fair value of recent investments is estimated to assess whether changes or events subsequent to the relevant

transaction would imply a material change in the investment’s fair value.

When using the price of a recent transaction in the valuations the Company looks to ‘re-calibrate’ this price at each valuation point by

reviewing progress within the investment, comparing against the initial investment thesis, assessing if there are any significant events

or milestones that would indicate the value of the investment value has changed materially and considering whether an alternative

methodology would be more appropriate.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES continued

The Company uses derivative financial instruments (namely put and call options and equity swaps).

All derivative instruments are valued initially, and at subsequent reporting dates, at fair value in the Statement of Financial Position.

The equity swaps are accounted for as Fixed Assets or Current Liabilities.

All gains and losses on over-the-counter (OTC) equity swaps are accounted for as gains or losses on investments. Where there has

been a re-positioning of the swap, gains and losses are accounted for on a realised basis. All such gains and losses have been debited

or credited to the capital column of the Income Statement.

Cash collateral held by counterparties is included within cash, except where there is a right of offset against the overdraft facility.

(D) Investment income

Dividends receivable are recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends are recognised when the

Company’s right to receive payment is established. Foreign dividends are grossed up at the appropriate rate of withholding tax, with the

withholding tax recognised in the taxation charge.

Income from fixed interest securities is recognised on a time apportionment basis so as to reflect the effective interest rate. Deposit

interest is accounted for on an accruals basis.

(E) Expenses

All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement

except as follows:

• expenses which are incidental to the acquisition or disposal of an investment are charged to the capital column of the Income

Statement; and

• expenses are charged to the capital column of the Income Statement where a connection with the maintenance or enhancement

of the value of the investments can be demonstrated. In this respect the portfolio management and AIFM fees have been charged

to the Income Statement in line with the Board’s expected long-term split of returns, in the form of capital gains and income, from

the Company’s portfolio. As a result 5% of the portfolio management and AIFM fees are charged to the revenue column of the

Income Statement and 95% are charged to the capital column of the Income Statement.

Any performance fee is charged in full to the capital column of the Income Statement.

(F) Finance costs

Finance costs are accounted for on an accruals basis. Finance costs are charged to the Income Statement in line with the Board’s

expected long-term split of returns, in the form of capital gains and income, from the Company’s portfolio. As a result 5% of the

finance costs are charged to the revenue column of the Income Statement and 95% are charged to the capital column of the Income

Statement. Finance charges are accounted for on an accruals basis in the Income Statement using the effective interest rate method

and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES continued

(G) Taxation

The tax effect of different items of expenditure is allocated between capital and revenue using the marginal basis.

Deferred taxation is provided on all timing differences that have originated but not been reversed by the Statement of Financial Position

date other than those differences regarded as permanent. This is subject to deferred tax assets only being recognised when it is

probable that there will be suitable profits from which the reversal of timing differences can be deducted. Any liability to deferred tax is

provided for at the rate of tax enacted or substantially enacted.

(H) Foreign currency

Transactions recorded in overseas currencies during the year are translated into sterling at the appropriate daily exchange rates.

Assets and liabilities denominated in overseas currencies at the Statement of Financial Position date are translated into sterling at the

exchange rates ruling at that date.

Exchange gains/losses on foreign currency balances

Any gains or losses on the translation of foreign currency balances, including the foreign currency overdraft, whether realised or

unrealised, are taken to the capital or the revenue column of the Income Statement, depending on whether the gain or loss is of a

capital or revenue nature.

(I) Capital redemption reserve

This reserve arose when ordinary shares were redeemed by the Company and subsequently cancelled. When ordinary shares are

redeemed by the Company and subsequently cancelled, an amount equal to the par value of the ordinary share capital is transferred

from the ordinary share capital to the capital redemption reserve.

(J) Capital reserve

The following are transferred to this reserve:

• gains and losses on the disposal of investments;

• exchange differences of a capital nature, including the effects of changes in exchange rates on foreign currency borrowings;

• expenses, together with the related taxation effect, in accordance with the above policies; and

• changes in the fair value of investments and derivatives.

This reserve can be used to distribute realised capital profits by way of dividend or share buy backs. Any gains in the fair value of

investments that are not readily convertible to cash are treated as unrealised gains in the capital reserve. Distributions are only payable

out of the capital reserve if capital reserves are greater than the proposed distribution and positive on the date of distribution.

(K) Revenue reserve

The revenue reserve is distributable by way of dividend. Dividends are only payable out of the revenue reserve if revenue reserves are

greater than the proposed dividend and positive on the date of distribution.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES continued

(L) Dividend payments

Dividends paid by the Company on its shares are recognised in the financial statements in the year in which they become payable and

are shown in the Statement of Changes in Equity.

(M) Cash and cash equivalents

Cash comprises cash at bank and cash equivalents are short-term, highly liquid investments that are readily convertible to known

amounts of cash and are subject to an insignificant risk of changes in value.

Bank overdrafts are considered as a component of cash and cash equivalents as they are repayable on demand and form an integral

part of the Company’s cash management.

2. INCOME FROM INVESTMENTS

2023

£’000

2022

£’000

Income from investments

Overseas dividends

18,431 19,678

Fixed interest income

184 772

UK dividends

3,212 2,825

21,827 23,275

Other income

Derivatives

79 151

Deposit interest

2,039 45

Total income from investments

23,945 23,471

Total income comprises:

Dividends

21,643 22,503

Interest

2,302 968

23,945 23,471

3. AIFM, PORTFOLIO MANAGEMENT AND PERFORMANCE FEES

2023 2022

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

AIFM fee

151 2,862 3,013 160 3,046 3,206

Portfolio management fee

726 13,795 14,521 778 14,781 15,559

Performance fee (reversal)*

– – – – (18,888) (18,888)

877 16,657 17,534 938 (1,061) (123)

* During the year ended 31 March 2022, due to underperformance against the Benchmark, a reversal of prior period performance fee provisions totalling

£18,888,000occurred.

See page 44 for further information on the performance fee.

Further details on the above fees are set out in the Strategic Report on pages 28 and 29 and in the Report of the Directors on

page 44.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

4. OTHER EXPENSES

2023

£’000

2022

£’000

Directors’ remuneration

212 207

Employer’s NIC on Directors’ remuneration

18 20

Auditors’ remuneration for the audit of the Company’s financial statements

54 47

Auditors’ remuneration for non-audit services

– 5

Depositary and custody fees

208 213

Listing fees

85 77

Registrar fees

45 63

Legal and professional costs

181 255

Broker fees

(15) 117

Other costs

354 301

1,142 1,305

Professional fees (Capital)^

22 529

1,164 1,834

Details of the amounts paid to Directors are included in the Directors’ Remuneration Report on page 64.

^ Professional fees in respect of acquisition of unquoted investments. These fees do not form part of the ongoing charge ratio.

5. FINANCE COSTS

2023 2022

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Finance costs

193 3,658 3,851 40 761 801

6. TAXATION

(A) Analysis of charge in year

2023 2022

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Corporation tax at 19% (2022: 19%)

– – – – – –

Overseas taxation

2,021 248 2,021 3,668 – 3,668

2,021 248 2,269 3,668 – 3,668

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

6. TAXATION continued

(B) Factors affecting the tax charge for the year

Approved investment trusts are exempt from tax on capital gains made within the Company.

The tax charged for the year is higher (2022: higher) than the standard rate of corporation tax of 19% (2022: 19%).

Thedifference is explained below.

2023 2022

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Net return before taxation

21,733 (28,251) (6,518) 21,188 (159,046) (137,858)

Corporation tax at 19% (2022: 19%)

4,129 (5,415) (1,286) 4,026 (30,219) (26,193)

Non-taxable gains on investments

– 1,551 1,551 – 30,175 30,175

Overseas withholding taxation

2,021 – 2,021 3,668 – 3,668

Overseas capital gains tax

– 248 248 – – –

Non taxable dividends

(4,112) – (4,112) (4,276) – (4,276)

Excess management expenses

(17) 3,864 3,847 250 44 294

Total tax charge

2,021 248 2,269 3,668 – 3,668

No provision for deferred taxation has been made in the current or prior year. The Company has not provided for deferred tax

on capital profits and losses arising on the revaluation or disposal of investments, as it is exempt from tax on these items

because of its status as an investment trust company.

The Company has not recognised a deferred tax asset of £49,985,000 (25% tax rate) (2022: £45,055,000 (25% tax rate)) as

a result of excess management expenses and overdraft expenses. It is not anticipated that these excess expenses will be

utilised in the foreseeable future.

7. RETURN/(LOSS) PER SHARE

2023

£’000

2022

£’000

The return/(loss) per share is based on the following figures:

Revenue return

19,712 17,520

Capital (loss)

(28,499) (159,046)

(8,787) (141,526)

Weighted average number of ordinary shares in issue during the year

64,474,422 65,307,132

Revenue return per ordinary share

30.6p 26.8p

Capital (loss) per ordinary share

(44.2p) (243.5p)

(13.6p) (216.7p)

The calculation of the total, revenue and capital (loss)/return per ordinary share is carried out in accordance with IAS 33,

“Earnings per Share”, in accordance with the requirements of FRS 102.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

8. DIVIDENDS

Under UK Company Law, final dividends are not recognised until they are approved by shareholders and interim dividends are

not recognised until they are paid. They are also debited directly from reserves. Amounts recognised as distributable in these

financial statements were as follows:

2023

£’000

2022

£’000

Final dividend in respect of the year ended 31 March 2022

12,721 –

Interim dividend in respect of the year ended 31 March 2023

4,490 –

Final dividend in respect of the year ended 31 March 2021

– 10,085

Interim dividend in respect of the year ended 31 March 2022

– 4,586

17,211 14,671

In respect of the year ended 31 March 2023, an interim dividend of 7.0p per share was paid on 11 January 2023. A final

dividend of 24.0p will be payable, subject to shareholder approval, on 26 July 2023, the associated ex dividend date

will be 8

June 2023. The total dividends payable in respect of the year ended 31 March 2023 amount to 31.0p per share

(2022:26.5pper share). The aggregate cost of the final dividend, based on the number of shares in issue (excluding shares

held in treasury) at 5 June 2023, will be £14,717,000. In accordance with FRS 102 dividends will be reflected in the financial

statements for the year in which they become payable. Total dividends in respect of the financial year, which is the basis on

which the requirements of s1158 of the Corporation Tax Act 2010 are considered, are set out below.

2023

£’000

2022

£’000

Revenue available for distribution by way of dividend for the year

19,712 17,520

Interim dividend in respect of the year ended 31 March 2022

– (4,586)

Final dividend in respect of the year ended 31 March 2022

– (12,721)

Interim dividend in respect of the year ended 31 March 2023

(4,490) –

Final dividend in respect of the year ended 31 March 2023*

(14,717) –

Net retained revenue

505 213

* based on 61,321,726 shares in issue (excluding shares held in treasury) as at 5 June 2023.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

9. INVESTMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

Quoted

Investments

£’000

Unquoted

Investments

£’000

Derivative

Financial

Instruments -

Net

£’000

Total

£’000

Cost at 1 April 2022

1,952,701 136,760 – 2,089,461

Investment holdings gains/(losses) at 1 April 2022

254,674 35,713 (5,129) 285,258

Valuation at 1 April 2022

2,207,375 172,473 (5,129) 2,374,719

Movement in the year:

Purchases at cost

1,168,434 – – 1,168,434

Sales - proceeds

(1,390,864) (4,332) 1,072 (1,394,124)

Transfer between levels*

14,019 (14,019) – –

Net movement in investment holding gains/(losses)

42,283 (8,952) (22,835) 10,496

Valuation at 31 March 2023

2,041,247 145,170 (26,892) 2,159,525

Cost at 31 March 2023

1,828,139 122,597 – 1,950,736

Investment holding gains/(losses) at 31 March 2023

213,108 22,573 (26,892) 208,789

Valuation at 31 March 2023

2,041,247 145,170 (26,892) 2,159,525

* See Note 16.

The Company received £1,393,875,000 (2022: £1,253,317,000) from investments and derivatives sold in the year. The book

cost of these was £1,307,159,000 (2022: £1,278,065,000). These investments and derivatives have been revalued over time

and until they were sold any unrealised gains/losses were included in the fair value of the investments.

2023

£’000

2022

£’000

Net movement in investment holding gains/(losses) in the year

33,331 (130,139)

Net movement in derivative holding (losses)/gains in the year

(22,835) (21,985)

Effective interest rate amortisation

(108) (351)

Gains/(Losses) on investments

10,388 (152,475)

Purchase transaction costs were £1,660,000 (2022: £1,668,000). Sales transaction costs were £1,266,000 (2022: £1,244,000).

These comprise mainly commission and stamp duty.

10. DERIVATIVE FINANCIAL INSTRUMENTS

2023

£’000

2022

£’000

Fair value of OTC equity swaps (asset)

209 283

Fair value of OTC equity swaps (liability)

(27,101) (5,412)

(26,892) (5,129)

See note 9 above for movements during the year.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

11. DEBTORS

2023

£’000

2022

£’000

Amounts due from brokers

88 10,581

Withholding taxation recoverable

2,882 2,587

VAT recoverable

– –

Prepayments and accrued income

1,406 1,556

4,376 14,724

12. CREDITORS AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

£’000

2022

£’000

Amounts due to brokers

9,432 30,131

Overdraft drawn*

55,928 113,597

Other creditors and accruals

6,745 4,076

72,105 147,804

* The Company’s borrowing requirements are met through the utilisation of an overdraft facility provided by J.P. Morgan Securities LLC. The overdraft is drawn down

in U.S. dollars. Interest on the drawn overdraft is charged at the United States Overnight Bank Funding Rate plus 45 basis points.

As described on page 93, J.P. Morgan Securities LLC may take investments up to 140% of the value of the overdrawn balance as collateral and has been granted a

first priority security interest or lien over the Company’s assets.

13. SHARE CAPITAL

number

Treasury

number

Total

in issue

number

Issued and fully paid at 1 April 2022

65,457,246 80,509 65,537,755

Shares purchased for treasury

(2,836,483) 2,836,483 –

Shares cancelled from treasury

– (478,977) (478,977)

At 31 March 2023

62,620,763 2,438,015 65,058,778

2023

£’000

2022

£’000

Issued and fully paid:

Ordinary Shares of 25p

16,265 16,385

During the year ended 31 March 2023 no new shares were issued, 2,836,483 shares were repurchased into treasury at a cost

of £91,514,000 (2022: 1,227,500 shares were issued raising £45,549,000 and 80,509 shares were repurchased for treasury at

a cost of £2,544,000).

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

14. NET ASSET VALUE PER SHARE

2023 2022

Net asset value per share

3,434.5p 3,465.2p

The net asset value per share is based on the assets attributable to equity shareholders of £2,150,721,000 (2022:

£2,268,233,000) and on the number of shares in issue at the year end (excluding those shares held in treasury) of 62,620,763

(2022: 65,457,246).

15. RELATED PARTIES

The following are considered to be related parties:

• Frostrow Capital LLP (the Company’s AIFM, a related party under the Listing Rules only)

• OrbiMed Capital LLC (the Company’s Portfolio Manager)

• The Directors of the Company

Sven Borho is a Managing Partner at OrbiMed and has waived his Director’s fee of £33,573 (2022: £33,573). Details of

fees paid to OrbiMed by the Company can be found in note 3 on page 83. All material related party transactions have been

disclosed in notes 3 and 4 on pages 83 and 84.

Details of the remuneration of all Directors can be found on page 65. Details of the Directors’ interests in the capital of the

Company can also be found on page 64.

Three current and two former partners at OrbiMed have a minority financial interest totalling 20% in Frostrow, the Company’s

AIFM. Details of the fees paid to Frostrow by the Company can be found in note 3 onpage 83.

16. FINANCIAL INSTRUMENTS

Risk management policies and procedures

The Company’s financial instruments comprise securities and other investments, derivative instruments, cash balances,

overdrafts and debtors and creditors that arise directly from its operations.

As an investment trust, the Company invests in equities and other investments for the long term so as to secure its

investment objective. In pursuing its investment objective, the Company is exposed to a variety of risks that could result in a

reduction in the Company’s net assets.

The main risks that the Company faces arising from its financial instruments are:

(i) market risk (including foreign currency risk, interest rate risk and other price risk)

(ii) liquidity risk

(iii) credit risk

These risks, with the exception of liquidity risk, and the Directors’ approach to the management of them have not changed

from the previous accounting year. The AIFM, in close co-operation with the Board and the Portfolio Manager, co-ordinates

the Company’s risk management.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

16. FINANCIAL INSTRUMENTS continued

Use of derivatives

Equity swaps are used within the Company’s portfolio.

OTC equity swaps

The Company uses OTC equity swap positions to gain access to the Indian and Chinese markets when it is more cost

effective to gain access via swaps or to gain exposure to thematic baskets of stocks.

Offsetting disclosure

Swap trades and OTC derivatives are traded under ISDA† Master Agreements. The Company currently has such agreements

in place with Goldman Sachs and JP Morgan.

These agreements create a right of set-off that becomes enforceable only following a specified event of default, or in other

circumstances not expected to arise in the normal course of business. As the right of set-off is not unconditional, for financial

reporting purposes, the Company does not offset derivative assets and derivative liabilities.

†International Swap Dealers Association Inc.

(i) Other price risk

In pursuance of the Company’s Investment Objective the Company’s portfolio, including its derivatives, is exposed to the risk

of fluctuations in market prices and foreign exchange rates.

The Board manage these risks through the use of limits and guidelines, monthly compliance reports from Frostrow and

reports from Frostrow and OrbiMed presented at each Board meeting.

Other price risk exposure

The Company’s gross exposure to other price risk is represented by the fair value of the investments and the underlying

exposure through the derivative investments held at the year end as shown in the table below.

2023 2022

Assets

£’000

Liabilities

£’000

Notional*

exposure

£’000

Assets

£’000

Liabilities

£’000

Notional*

exposure

£’000

Investments

2,186,417 – 2,186,417 2,379,848 – 2,379,848

OTC equity swaps

209 (27,101) 190,704 283 (5,412) 135,018

2,186,626 (27,101) 2,377,121 2,380,131 (5,412) 2,514,866

* The notional exposure is calculated in accordance with the AIFMD requirements for calculating exposure via derivatives. See glossary beginning on page 97.

Other price risk sensitivity

If market prices of all of the Company’s financial instruments including the derivatives at the Statement of Financial Position

date had been 25% higher or lower (2022: 25% higher or lower) while all other variables remained constant: the revenue return

would have decreased/increased by £0.2 million (2022: £0.2 million); the capital return would have increased/decreased by

£596.6 million (2022: £625.4 million); and, the return on equity would have increased/decreased by £594.6 million (2022:

£625.2million). The calculations are based on the portfolio as at the respective Statement of Financial Position dates and are

not representative of the year as a whole.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

16. FINANCIAL INSTRUMENTS continued

(ii) Foreign currency risk

A significant proportion of the Company’s portfolio and derivative positions are denominated in currencies other than sterling

(the Company’s functional currency, and the currency in which it reports its results). As a result, movements in exchange rates

can significantly affect the sterling value of those items.

Foreign currency exposure

The fair values of the Company’s monetary assets and liabilities that are denominated in foreign currencies are shown below.

2023 2022

Current

assets

£’000

Current

liabilities

£’000

Investments

£’000

Current

assets

£’000

Current

liabilities

£’000

Investments

£’000

U.S. dollar

115,823 (124,286) 1,488,321 64,264 (169,551) 1,821,239

Swiss franc

2,466 – 84,999 2,202 – 113,899

Japanese yen

793 – 135,398 332 114 83,225

Hong Kong dollar

– – 109,170 851 (851) 190,260

Other

194 – 201,798 155 – 30,803

119,276 (124,286) 2,019,686 67,804 (170,288) 2,239,426

Foreign currency sensitivity

The following table details the sensitivity of the Company’s net return for the year and shareholders’ funds to a 10% increase

and decrease in sterling against the relevant currency (2022: 10% increase and decrease).

These percentages have been determined based on market volatility in exchange rates over the previous 12 months. The

sensitivity analysis is based on the Company’s significant foreign currency exposures at each Statement of Financial Position

date.

2023 2022

USD

£’000

YEN

£’000

CHF

£’000

HKD

£’000

USD

£’000

YEN

£’000

CHF

£’000

HKD

£’000

Sterling depreciates

188,606 15,132 9,718 12,130 206,233 9,297 12,900 21,140

Sterling appreciates

(154,314) (12,381) (7,951) (9,925) (168,736) (7,606) (10,555) (17,296)

(iii) Interest rate risk

Interest rate changes may affect:

– the interest payable on the Company’s variable rate borrowings;

– the level of income receivable from floating and fixed rate securities and cash at bank and on deposit;

– the fair value of investments in fixed interest securities.

Interest rate exposure

The Company’s main exposure to interest rate risks is through its overdraft facility with J.P. Morgan Securities LLC, which is

repayable on demand, and its holding in fixed interest securities. The exposure of financial assets and liabilities to fixed and

floating interest rates, is shown below.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

16. FINANCIAL INSTRUMENTS continued

At 31 March 2023, the Company held no investments in securitised debt (2022: 0.4% of the portfolio). The exposure is shown

in the table below.

2023 2022

Weighted

average

period

for which

rate is

fixed

Years

Weighted

average

fixed

interest

rate

Fixed

rate

£’000

Floating

rate

£’000

Weighted

average

period

for which

rate is

fixed

Years

Weighted

average

fixed

interest

rate

Fixed

rate

£’000

Floating

rate

£’000

Unquoted debt

investments

– – – – 2.9 2.6 5,024 –

Cash

– – – 100,366 – 56,336

Overdraft facility

– – – (97,369) – (143,339)

Financed swap

positions

– – – (217,596) – (140,147)

– (214,599) 5,024 (227,150)

All interest rate exposures are held in U.S. dollars.

Cash of £100.4 million (2022: £56.3 million) was held as collateral against the financed swap positions, of which £41.4million

(2022: £29.7 million) was offset against the overdraft position.

Interest rate sensitivity

If interest rates had been 1% higher or lower and all other variables were held constant, the Company’s net return for the year

ended 31 March 2023 and the net assets would increase/decrease by £2.1 million (2022: increase/decrease by £2.3 million).

(iv) Liquidity risk

This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

Management of the risk

Liquidity risk is not considered significant as the majority of the Company’s assets are investments in quoted securities that

are readily realisable within one week, in normal market conditions. There maybe circumstances where market liquidity is

lower than normal. Stress tests have been performed to understand how long the portfolio would take to realise in such

situations. The Board is comfortable that in such a situation the Company would be able to meet its liabilities as they fall due.

Liquidity exposure and maturity

Contractual maturities of the financial liability exposures as at 31 March 2023, based on the earliest date on which payment

can be required, are as follows:

2023 2022

3 to 12

months

£’000

3 months

or less

£’000

3 to 12

months

£’000

3 months

or less

£’000

Overdraft facility

– 97,369 – 143,339

Amounts due to brokers and accruals – 16,177 – 30,131

OTC equity swaps 27,101 – 5,412 –

27,101 113,546 5,412 173,470

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

16. FINANCIAL INSTRUMENTS continued

£41.4 million of cash held as collateral is offset against the overdraft facility in the Statement of Financial Position, as set out

in Note 16(iii) above.

(v) Credit risk

Credit risk is the risk of failure of a counterparty to discharge its obligations resulting in the Company suffering a financial loss.

The carrying amounts of financial assets best represent the maximum credit risk at the Statement of Financial Position date.

The Company’s quoted securities are held on its behalf by J.P. Morgan Securities LLC acting as the Company’s Custodian and

Prime Broker.

As noted on page 32, certain of the Company’s assets can be held by J.P. Morgan Securities LLC as collateral against

the overdraft provided by them to the Company. As at 31 March 2023 such assets held by J.P. Morgan Securities LLC are

available for rehypothecation (see Glossary on page 99). As at 31 March 2023, assets with a total market value of £134.7

million (2022: £203.1 million) were available to J.P. Morgan Securities LLC to be used as collateral against the overdraft

facility which equates to 140% of the overdrawn position (calculated on a settled basis).

CREDIT RISK EXPOSURE

2023

£’000

2022

£’000

Unquoted debt investments

– 5,024

Derivative – OTC equity swaps

209 283

Current assets:

Other receivables (amounts due from brokers, dividends and interest receivable)

4,376 14,724

Cash

58,925 26,594

(vi) Fair value of financial assets and financial liabilities

Financial assets and financial liabilities are either carried in the Statement of Financial Position at their fair value (investments

and derivatives) or the Statement of Financial Position amount is a reasonable approximation of fair value (due from brokers,

dividends and interest receivable, due to brokers, accrual, cash at bank, and the overdraft).

(vii) Hierarchy of investments

The Company has classified its financial assets designated at fair value through profit or loss and the fair value of derivative

financial instruments using a fair value hierarchy that reflects the significance of the inputs used in making the fair value

measurements. The hierarchy has the following levels:

• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 – inputs other than quoted prices included with Level 1 that are observable for the asset or liability, either directly

(i.e. as prices) or indirectly (i.e. derived from prices); and

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

16. FINANCIAL INSTRUMENTS continued

As of 31 March 2023

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Investments held at fair value through profit or loss

2,041,247 – 145,170 2,186,417

Derivatives: OTC swaps (assets)

– 209 – 209

Derivatives: OTC swaps (liabilities)

– (27,101) – (27,101)

Financial instruments measured at fair value

2,041,247 (26,892) 145,170 2,159,525

As at 31 March 2023, ten equity investments and a deferred consideration investment have been classified as level 3. All level

3 positions have been valued in accordance with the accounting policy set out in Note 1(b).

During 2023 one unquoted investment was transferred to Level 1 following their initial public offerings.

As of 31 March 2022

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Investments held at fair value through profit or loss

2,207,375 – 172,473 2,379,848

Derivatives: OTC swaps (assets)

– 283 – 283

Derivatives: OTC swaps (liabilities)

– (5,412) – (5,412)

Financial instruments measured at fair value

2,207,375 (5,129) 172,473 2,374,719

As at 31 March 2022, one debt, twelve equity and a deferred consideration investment have been classified as Level 3. All

level 3 positions have been valued using an independent third party pricing source or using the price of a recent transaction.

During 2022 four unquoted investments were transferred to Level 1 following their initial public offerings.

(viii) Capital management policies and procedures

The Company’s capital management objectives are to ensure that it will be able to continue as a going concern and to

maximise the income and capital return to its equity shareholders through an appropriate level of gearing or leverage.

The Board’s policy on gearing and leverage is set out on page 9.

As at 31 March 2023, the Company had a net leverage percentage of 10.5% (2022: 10.9%).

The capital structure of the Company consists of the equity share capital, retained earnings and other reserves as shown in

the Statement of Financial Position on page 77.

The Board, with the assistance of the AIFM and the Portfolio Manager, monitors and reviews the broad structure of the

Company’s capital on an ongoing basis. This includes a review of:

– the planned level of gearing, which takes into account the Portfolio Manager’s view of the market;

– the need to buy back equity shares, either for cancellation or to hold in treasury, in light of any share price discount to net

asset value per share in accordance with the Company’s share buy-back policy;

– the need for new issues of equity shares, including issues from treasury; and

– the extent to which revenue in excess of that which is required to be distributed should be retained.

The Company’s objectives, policies and processes for managing capital are unchanged from the preceding accounting year.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FINANCIAL STATEMENTS

17. CAPITAL RESERVE

Capital Reserves

Other

£’000

Investment

Holding

Gains*

£’000

Total

£’000

At 1 April 2022

932,497 448,541 1,381,038

Net gains/(losses) on investments

86,857 (76,469) 10,388

Expenses and taxation charged to capital

(20,585) – (20,585)

Exchange loss on currency balances

(18,302) – (18,302)

Shares repurchased for Treasury

(91,514) – (91,514)

At 31 March 2023

888,953 372,072 1,261,025

* Investment holding gains relate to the revaluation of investments and derivatives held at the reporting date. (See note 9 beginning on page 87 for further details).

Under the Company’s Articles of Association, sums within “capital reserves – other” are also available for distribution.

18. RECONCILIATION OF OPERATING (LOSS)/RETURN TO NET CASH INFLOW/(OUTFLOW) FROM

OPERATING ACTIVITIES

2023

£’000

2022

£’000

Loss before finance charges and taxation

(2,667) (137,057)

Add: capital loss before finance charges and taxation

24,593 158,285

Revenue return before finance charges and taxation

21,926 21,228

Expenses charged to capital

(16,679) 532

Decrease in other debtors

150 1,342

Increase/(Decrease) in provisions, and other creditors and accruals

2,669 (32,120)

Net taxation suffered on investment income

(2,564) (3,960)

Amortisation

(108) (351)

Net cash inflow/(outflow) from operating activities

5,394 (13,329)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FURTHER INFORMATION

SHAREHOLDER INFORMATION

FINANCIAL CALENDAR

31 March Financial Year End

May Final Results Announced

July Annual General Meeting

30 September Half Year End

November Half Year Results Announced

January/July Dividends Payable

Annual general meeting

The Annual General Meeting of Worldwide Healthcare Trust

PLC will be held at Saddlers’ Hall, 40 Gutter Lane, London

EC2V 6BR on Tuesday, 18 July 2023 from 12.30 p.m. Please

refer to the Statement from the Chair on pages 4 to 7 for

details of this year’s arrangements.

Dividends

The Company pays an interim and a final dividend in

January and July each year. Shareholders who wish to

have dividends paid directly into a bank account, rather

than by cheque to their registered address, can complete a

mandate form for the purpose. Mandates may be obtained

from the Company’s Registrars, Link Group, on request.

Seepage 110 for their contact details.

Share prices

The Company’s shares are listed on the London Stock

Exchange under ‘Investment Companies’. The price is given

daily in the Financial Times and other newspapers.

Change of address

Communications with shareholders are mailed to the

address held on the share register. In the event of a change

of address or other amendment this should be notified to

the Company’s Registrars, Link Group, under the signature

of the registered holder.

Daily net asset value

The daily net asset value of the Company’s shares can be

obtained on the Company’s website at www.worldwidewh.com

and is published daily via the London Stock Exchange.

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WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FURTHER INFORMATION

GLOSSARY OF TERMS AND ALTERNATIVE

PERFORMANCE MEASURES (‘APMS’)

ALTERNATIVE INVESTMENT FUND MANAGERS

DIRECTIVE (AIFMD)

Agreed by the European Parliament and the Council of the

European Union and transported into UK legislation, the

AIFMD classifies certain investment vehicles, including

investment companies, as Alternative Investment Funds

(AIFs) and requires them to appoint an Alternative

Investment Fund Manager (AIFM) and a depositary to

manage and oversee the operations of the investment

vehicle. The Board of the Company retains responsibility

for strategy, operations and compliance and the Directors

retain a fiduciary duty to shareholders.

Alternative performance measure (‘APM’)

An APM is a numerical measure of the Company’s current,

historical or future financial performance, financial position

or cash flows, other than a financial measure defined or

specified in the applicable financial framework. In selecting

these Alternative Performance Measures, the Directors

considered the key objectives and expectations of typical

investors in an investment trust such as the Company.

Discount or premium*

A description of the difference between the share price and

the net asset value per share. The size of the discount or

premium is calculated by subtracting the share price from

the net asset value per share and is usually expressed as a

percentage (%) of the net asset value per share. If the share

price is higher than the net asset value per share the result

is a premium. If the share price is lower than the net asset

value per share, the shares are trading at a discount.

Equity swaps

An equity swap is an agreement where one party

(counterparty) transfers the total return of an underlying

equity position to the other party (swap holder) in exchange

for a payment of the principal, and interest for financed

swaps, at a set date. Total return includes dividend income

and gains or losses from market movements. The exposure

of the holder is the market value of the underlying equity

position.

The Company uses two types of equity swap:

• funded, where payment is made on acquisition. They

are equivalent to holding the underlying equity position

with the exception of additional counterparty risk and

not possessing voting rights in the underlying; and,

• financed, where payment is made on maturity. Financed

swaps increase exposure by the value of the underlying

equity position, with no initial outlay and no increase

in the investment portfolio’s value – there is therefore

embedded leverage within a financed swap due to the

deferral of payment to maturity.

The Company employs swaps for two purposes:

• To gain access to individual stocks in the Indian,

Chinese and other emerging markets, where the

Company is not locally registered to trade or is able to

gain in a more cost efficient manner than holding the

stocks directly; and,

• To gain exposure to thematic baskets of stocks (a

Basket Swap). Basket Swaps are used to build exposure

to themes, or ideas, that the Portfolio Manager believes

the Company will benefit from and where holding a

Basket Swap is more cost effective and operationally

efficient than holding the underlying stocks or individual

swaps.

Gearing*

Gearing is calculated as the overdraft drawn, less net

current assets (excluding dividends), divided by Net Assets,

expressed as a percentage. For years prior to 2013, the

calculation was based on borrowings as a percentage of

Net Assets.

* Alternative Performance Measure

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FURTHER INFORMATION

GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES (‘APMS’) CONTINUED

International swaps and derivatives association (‘ISDA’)

ISDA has created a standardised contract (the ISDA Master Agreement) which sets out the basic trading terms between the

counterparties to derivative contracts.

Leverage*

Leverage is defined in the AIFMD as any method by which the AIFM increases the exposure of an AIF. In addition to the

gearing limit the Company also has to comply with the AIFMD leverage requirements. For these purposes the Board has set

a maximum leverage limit of 140% for both methods. This limit is expressed as a % with 100% representing no leverage or

gearing in the Company. There are two methods of calculating leverage as follows:

The Gross Method is calculated as total exposure divided by Shareholders’ Funds. Total exposure is calculated as net assets,

less cash and cash equivalents, adding back cash borrowing plus derivatives converted into the equivalent position in their

underlying assets.

The Commitment Method is calculated as total exposure divided by Shareholders Funds. In this instance total exposure is

calculated as net assets, less cash and cash equivalents, adding back cash borrowing plus derivatives converted into the

equivalent position in their underlying assets, adjusted for netting and hedging arrangements.

See the definition of Equity Swaps for more details on how exposure through these instruments is calculated.

2023

£’000

2022

£’000

Fair Value Exposure* Fair Value Exposure*

Investments 2,186,417 2,186,417 2,379,848 2,379,848

OTC equity swaps (26,892) 190,704 (5,129) 135,018

2,159,525 2,377,121 2,374,719 2,514,866

Shareholders’ funds 2,150,721 2,268,233

Leverage % 10.5% 10.9%

* Calculated in accordance with AIFMD requirements using the Commitment Method

MSCI World Health Care Index (the Company’s Benchmark)

The MSCI World Health Care Index is designed to capture the large and mid capitalisation segments across 23 developed

markets countries: All securities in the index are classified as healthcare as per the Global Industry Classification Standard

(GICS). Developed Markets countries include: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany,

Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland

the UK and the U.S. The net total return of the Index is used which assumes the reinvestment of any dividends paid by its

constituents after the deduction of relevant withholding taxes. The performance of the Index is calculated in U.S.$ terms.

Because the Company’s reporting currency is £ the prevailing U.S.$/£ exchange rate is applied to obtain a £ based return.

NAV per share (pence)

The value of the Company’s assets, principally investments made in other companies and cash being held, minus any

liabilities. The NAV is also described as ‘shareholders’ funds’ per share. The NAV is often expressed in pence per share after

being divided by the number of shares which have been issued. The NAV per share is unlikely to be the same as the share

price which is the price at which the Company’s shares can be bought or sold by an investor. The share price is determined

by the relationship between the demand and supply of the shares.

* Alternative Performance Measure

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FURTHER INFORMATION

GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES (‘APMS’) CONTINUED

Net asset value (NAV) per share total return*

The theoretical total return on shareholders’ funds per share, reflecting the change in NAV assuming that dividends paid

to shareholders were reinvested at NAV at the time the shares were quoted ex-dividend. A way of measuring investment

management performance of investment trusts which is not affected by movements in discounts/premiums.

NAV Total Return

2023

2022

Opening NAV 3,465.2 3,703.0

(Decrease) in NAV (30.7) (237.8)

Closing NAV 3,434.5 3,465.2

% (decrease) in NAV (0.9%) (6.4%)

Impact of reinvested dividends 0.8% 0.6%

NAV Total Return (0.1%) (5.8%)

Ongoing Charges*

Ongoing charges are calculated by taking the Company’s annualised ongoing charges, excluding finance costs, taxation,

performance fees and exceptional items, and expressing them as a percentage of the average daily net asset value of the

Company over the year.

2023

£’000

2022

£’000

AIFM & Portfolio Management fees (Note 3) 17,534 18,765

Other Expenses – Revenue (Note 4) 1,142 1,305

Total Ongoing Charges 18,676 20,070

Performance fees paid/crystallised – 12,861

Total 18,676 32,931

Average net assets 2,247,296 2,356,131

Ongoing Charges 0.8% 0.9%

Ongoing Charges (including performance fees paid or crystallised during the year) 0.8% 1.4%

Rehypothecation

Rehypothecation is the practice by banks and brokers of using, for their own purposes, assets that have been posted as

collateral by clients.

Share Price Total Return*

Return to the investor on mid-market prices assuming that all dividends paid were reinvested.

Share Price Total Return

2023

2022

Opening share price 3,275.0 3,695.0

(Decrease)/increase in share price (160.0) (420.0)

Closing share price 3,115.0 3,275.0

% (decrease)/increase in share price (4.8%) (11.4%)

Impact of reinvested dividends 0.7% 0.6%

Share Price Total Return (4.1%) (10.8%)

* Alternative Performance Measure

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FURTHER INFORMATION

100

RETAIL INVESTORS ADVISED BY IFAS

The Company currently conducts its affairs so that its shares can be recommended by Independent Financial Advisers

(‘IFAs’) inthe UK to ordinary retail investors in accordance with the Financial Conduct Authority (‘FCA’) rules in relationship

to non-mainstream investment procedures and intends to continue to do so. The shares are excluded from the FCA’s

restrictions which apply to non-mainstream investment products because they are shares in an investment trust.

INVESTMENT PLATFORMS

The Company’s shares are traded openly on the London Stock Exchange and can be purchased through a stock broker

or other financial intermediary. The shares are available through savings plans (including Investment Dealing Accounts,

ISAs, Junior ISAs and SIPPs) which facilitate both regular monthly investments and lump sum investments in the

Company’s shares. There are a number of investment platforms that offer these facilities. A list of some of them, that is not

comprehensive nor constitutes any form of recommendation, can be found below:

AJ Bell Youinvest http://www.youinvest.co.uk/

Barclays Smart Investor https://www.smartinvestor.barclays.co.uk/

Bestinvest http://www.bestinvest.co.uk/

Charles Stanley Direct https://www.charles-stanley-direct.co.uk/

Halifax Share Dealing https://www.halifaxsharedealing-online.co.uk/

Hargreaves Lansdown http://www.hl.co.uk/

HSBC https://www.hsbc.co.uk/investments/

iDealing http://www.idealing.com/

Interactive Investor http://www.iii.co.uk/

IWEB http://www.iweb-sharedealing.co.uk/share-dealing-home.asp

HOW TO INVEST

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

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101

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Worldwide Healthcare Trust PLC will be held at Saddlers' Hall,

40Gutter Lane, London EC2V 6BR on Tuesday, 18 July 2023 from 12.30 p.m. for the following purposes:

Ordinary Resolutions

To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:

1. That the Report of the Directors and the audited Accounts for the year ended 31March 2023 together with the Report of

the Auditors thereon be received and adopted.

2. To approve the payment of a final dividend of 24.0p per ordinary share for the year ended 31 March 2023.

3. To approve the Company’s dividend policy, as set out on page 27 of the Annual Report for the year ended 31 March 2023.

4. To re-elect Mr Humphrey van der Klugt as a Director of the Company.

5. To re-elect Mr Doug McCutcheon as a Director of the Company.

6. To re-elect Mr Sven Borho as a Director of the Company.

7. To re-elect Dr Bina Rawal as a Director of the Company.

8. To elect Mr Tim Livett as a Director of the Company.

9. To elect Ms Jo Parfrey as a Director of the Company.

10. To re-appoint PricewaterhouseCoopers LLP as the Company’s Auditors and to authorise the Audit & Risk Committee to

determine their remuneration.

11. To approve the Directors’ Remuneration Report for the year ended 31 March 2023.

12. To approve the Directors’ Remuneration Policy.

Proposed share split

13. THAT each of the issued ordinary shares of 25p each in the capital of the Company (including for the avoidance of doubt

ordinary shares held in treasury) be and is hereby sub-divided into ten ordinary shares of 2.5p each (the “New Ordinary

Shares”) having the rights and being subject to the restrictions and obligations set out in the articles of association of the

Company, provided that such sub-division shall be conditional on, and shall take effect on, the New Ordinary Shares being

admitted to the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock

Exchange, which is expected to occur at 8.00a.m. on 27 July 2023 (or such other time and/or date as the Directors may

in their absolute discretion determine).

Authority to allot shares

14. THAT in substitution for all existing authorities the Directors be and are hereby generally and unconditionally authorised

in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot

relevant securities (within the meaning of section 551 of the Act) up to a maximum aggregate nominal amount equal

to 10% of the issued share capital of the Company at 5 June 2023 (or,if changed, the number representing 10% of the

issued share capital of the Company at the date at which this resolution is passed), provided that this authority shall

expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or 15 months from the date

of passing this resolution, whichever is the earlier, unless previously revoked, varied or renewed, by the Company in

General Meeting and provided that the Company shall be entitled to make, prior to the expiry of such authority, an offer

or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot

relevant securities pursuant to such offer or agreement as if the authority conferred hereby had not expired.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FURTHER INFORMATION

102

NOTICE OF THE ANNUAL GENERAL MEETING CONTINUED

Special Resolutions

To consider and, if thought fit, pass the following resolutions which will be proposed as special resolutions:

Disapplication of pre-emption rights

15. THAT in substitution for all existing powers (and in addition to any power conferred on them by resolution 16 set out

in the notice convening the Annual General Meeting at which this resolution is proposed (“Notice of Annual General

Meeting”)) the Directors be and are hereby generally empowered pursuant to Section 570 of the Companies Act 2006 (the

“Act”) to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred

on them by resolution 14 set out in the Notice of Annual General Meeting or otherwise as if Section 561(1) of the Act did

not apply to any such allotment:

(a) pursuant to an offer of equity securities open for acceptance for a period fixed by the Directors where the equity securities

respectively attributable to the interests of holders of shares in the capital of the Company (“Shares”) are proportionate (as

nearly as may be) to the respective numbers of Shares held by them but subject to such exclusions or other arrangements

in connection with the issue as the Directors may consider necessary, appropriate or expedient to deal with equity

securities representing fractional entitlements or to deal with legal or practical problems arising in any overseas territory,

the requirements of any regulatory body or stock exchange, or any other matter whatsoever;

(b) provided that (otherwise than pursuant to sub-paragraph (a) above) this power shall be limited to the allotment of equity

securities up to an aggregate nominal value equal to 10% of the issued share capital of the Company at 5 June 2023

(or, if changed, the number representing 10% of the issued share capital of the Company at the date at which this

resolution is passed) and provided further that (i) the number of equity securities to which this power applies shall be

reduced from time to time by the number of treasury shares which are sold pursuant to any power conferred on the

Directors by resolution 16 set out in the Notice of Annual General Meeting and (ii) no allotment of equity securities shall

be made under this power which would result in Shares being issued at a price which is less than the net asset value per

Share as at the latest practicable date before such allotment of equity securities as determined by the Directors in their

reasonable discretion; and

and such power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of

this resolution or 15 months from the date of passing this resolution, whichever is earlier, unless previously revoked,

varied or renewed by the Company in General Meeting and provided that the Company shall be entitled to make, prior

to the expiry of such authority, an offer or agreement which would or might otherwise require equity securities to be

allotted after such expiry and the Directors may allot equity securities pursuant to such offer or agreement as if the power

conferred hereby had not expired.

16. THAT in substitution for all existing powers (and in addition to any power conferred on them by resolution 15 set out in

the Notice of Annual General Meeting) the Directors be and are hereby generally empowered pursuant to Section 570 of

the Companies Act 2006 (the “Act”) to sell relevant shares (within the meaning of Section 560 of the Act) if, immediately

before the sale, such shares are held by the Company as treasury shares (as defined in Section 724 of the Act (“treasury

shares”)), for cash as if Section 561(1) of the Act did not apply to any such sale provided that:

(a) this power shall be limited to the sale of relevant shares having an aggregate nominal value equal to 10% of the

issued share capital of the Company at 5 June 2023 (or, if changed, the number representing 10% of the issued share

capital of the Company at the date at which this resolution is passed) and provided further that the number of relevant

shares to which power applies shall be reduced from time to time by the number of Shares which are allotted for cash

as if Section 561(1) of the Act did not apply pursuant to the power conferred on the Directors by resolution 15 set out

in the Notice of Annual General Meeting,

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FURTHER INFORMATION

103

NOTICE OF THE ANNUAL GENERAL MEETING CONTINUED

and such power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of

this resolution or 15 months from the date of passing this resolution, whichever is earlier, unless previously revoked,

varied or renewed by the Company in General Meeting and provided that the Company shall be entitled to make, prior

to the expiry of such authority, an offer or agreement which would or might otherwise require treasury shares to be

sold after such expiry and the Directors may sell treasury shares pursuant to such offer or agreement as if the power

conferred hereby had not expired.

Authority to repurchase ordinary shares

17. THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the

Companies Act 2006 (the “Act”) to make one or more market purchases (within the meaning of section 693 of the Act) of

ordinary shares in the capital of the Company (“Shares”) (either for retention as treasury shares for future reissue, resale,

transfer or cancellation), provided that:

(a) the maximum aggregate number of Shares authorised to be purchased shall be that number of shares which is equal

to (i) unless and until resolution 13 (“Resolution 13”) in the notice convening the Annual General Meeting at which this

resolution is proposed becomes unconditional to 14.99% of the issued share capital of the Company as of the value

of the date of the passing of this resolution and (ii) if Resolution 13 becomes unconditional to 14.99% of the issued

share capital of the Company immediately following Resolution 13 becoming unconditional;

(b) the minimum price (exclusive of expenses) which may be paid for a Share is 25 pence;

(i)105% of the average of the middle market quotations for a Share as derived from the Daily Official List of the

London Stock Exchange for the five business days immediately preceding the day on which that Share is purchased

and (ii) the higher of the price of the last independent trade and the highest then current independent bid on the

London Stock Exchange as stipulated in the technical standards referred to in Article 5(6) of the Market Abuse

Regulation (EU) No. 596/2014 (which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018);

(d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held

in 2024 or, if earlier, on the expiry of 15 months from the date of the passing of this resolution unless such authority is

renewed prior to such time; and

(e) the Company may make a contract to purchase Shares under this authority before the expiry of such authority which

will or may be executed wholly or partly after the expiration of such authority, and may make a purchase of Shares in

pursuance of any such contract.

General meetings

18. THAT the Directors be authorised to call general meetings (other than the Annual General Meeting of the Company) on

not less than 14 clear days’ notice, such authority to expire on the conclusion of the next Annual General Meeting of the

Company, or, if earlier, on the expiry 15 months from the date of the passing of the resolution.

By order of the Board Registered Office:

One Wood Street

London EC2V 7WS

Frostrow Capital LLP

Company Secretary

6 June 2023

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FURTHER INFORMATION

104

NOTICE OF THE ANNUAL GENERAL MEETING CONTINUED

NOTES

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may

appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held

by that shareholder. A proxy need not be a shareholder of the Company.

2. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolutions. If no voting indication

is given, a proxy may vote or abstain from voting at his/her discretion. A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other

matter which is put before the meeting.

3. This year, hard copy forms of proxy have not been included with this notice. Members can vote by: logging onto www.signalshares.com and following

instructions; requesting a hard copy form of proxy directly from the registrars, Link Group at shareholderenquiries@linkgroup.co.uk or in the case of CREST

members, utilising the CREST electronic proxy appointment service in accordance with the procedures set out below. To be valid any proxy form or other

instrument appointing a proxy must be completed and signed and received by post or (during normal business hours only) by hand at Link Group, PXS1,

10thFloor, Central Square, 29 Wellington Street, Leeds LS1 4DL no later than 12.30 p.m. on Friday, 14 July 2023.

4. In the case of a member which is a company, the instrument appointing a proxy must be executed under its seal or signed on its behalf by a duly authorised

officer or attorney or other person authorised to sign. Any power of attorney or other authority under which the instrument is signed (or a certified copy of it)

must be included with the instrument.

5. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described below) will not prevent a shareholder attending the

meeting and voting in person if he/she wishes to do so.

6. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated

Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or have someone else

appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such

agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 3 above does not apply to Nominated Persons. The

rights described in these paragraphs can only be exercised by shareholders of the Company.

8. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, only shareholders registered on the register of members of the Company (the

“Register of Members”) at the close of business on Friday, 14 July 2023 (or, in the event of any adjournment, on the date which is two days before the

time of the adjourned meeting) will be entitled to attend and vote or be represented at the meeting in respect of shares registered in their name at that time.

Changes to the Register of Members after that time will be disregarded in determining the rights of any person to attend and vote at the meeting.

9. As at 5 June 2023 (being the last business day prior to the publication of this notice) the Company’s issued share capital consists of 65,058,778 ordinary

shares, carrying one vote each. The Company holds 3,737,052 shares in treasury. Therefore, the total voting rights in the Company as at 5 June 2023 are

61,321,726.

10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described

in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s),

should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

11. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must

be properly authenticated in accordance with the specifications of Euroclear UK and Ireland Limited (“CRESTCo”), and must contain the information required

for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to

the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) no later than

48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp

applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner

prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other

means.

12. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that CRESTCo does not make available special

procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy

Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or

has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure

that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST

sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system

and timings.

13. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities

Regulations 2001.

14. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will

be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Register of Members in respect of the joint holding (the

first named being the most senior).

15. Members who wish to change their proxy instructions should submit a new proxy appointment using the methods set out above. Note that the cut-off time for

receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off

time will be disregarded.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FURTHER INFORMATION

105

NOTICE OF THE ANNUAL GENERAL MEETING CONTINUED

16. Members who have appointed a proxy using the hard-copy proxy form and who wish to change the instructions using another hard-copy form, should contact

Link Group on 0371 664 0300 or +44 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United

Kingdom are charged at the applicable international rate. Lines are open 09.00 to 17.30 Monday to Friday excluding public holidays in England and Wales.

17. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

18. In order to revoke a proxy instruction, members will need to inform the Company. Members should send a signed hard copy notice clearly stating their intention

to revoke a proxy appointment to Link Group, PXS1, 29 Wellington Street, 10th Floor, Central Square, Leeds LS1 4DL.

In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the

company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of

such power of attorney) must be included with the revocation notice. If a member attempts to revoke their proxy appointment but the revocation is received

after the time for receipt of proxy appointments (see above) then, subject to paragraph 4 on page 104, the proxy appointment will remain valid.

Location of the Annual General Meeting

Saddlers’ Hall, 40Gutter Lane, London EC2V 6BR

How To Vote

If you hold your shares directly you can:

• Log on to https://www.signalshares.com and follow the instructions; or

• Request a hard copy form of proxy from the Company’s registrars, Link Group, by emailing shareholderenquiries@

linkgroup.co.uk or by calling +44 (0)371 664 0300 and returning the completed form to Link Group, PXS1, 10th Floor,

Central Square, 29Wellington Street, Leeds LS1 4DL, no later than 12.30 pm on Friday, 14 July 2023.

If you hold your shares via an investment platform (e.g. Hargreaves Lansdown) or a nominee, you should contact them to

enquire about arrangements to vote.

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

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106

EXPLANATORY NOTES TO THE RESOLUTIONS

Resolution 1 – To receive and adopt the Annual

Report and Accounts

The Annual Report and Accounts for the year ended

31 March 2023 will be presented to the Annual General

Meeting (AGM). These accounts accompany this Notice of

Meeting.

Resolution 2 – To approve a Final Dividend

The rationale for the payment of a final dividend is set out in

the Statement from the Chair beginning on page 4 and the

Report of the Directors on page 45.

Resolution 3 – Approval of the Company’s Dividend

Policy

Resolution 3 seeks shareholder approval of the Company’s

dividend policy, which is set out on page 27.

Resolutions 4 to 9 – Election and/or Re-election of

Directors

Resolutions 4 to 9 deal with the election and/or re-election

of each Director. Biographies of each of the Directors can

be found on pages41 to 43 of the annual report.

The Board has confirmed, following a performance review,

that the Directors standing for re-election and election

continue to perform effectively.

Resolution 10 – Re-appointment of Auditors and

the determination of their remuneration

Resolution 10 relates to the re-appointment of

PricewaterhouseCoopers LLP as the Company’s

independent Auditors to hold office until the next AGM

of the Company and also authorises the Audit & Risk

Committee to set their remuneration.

Resolution 11 – Directors’ Remuneration Report

The Directors’ Remuneration Report is set out in full in the

annual report on pages 63 to 65.

Resolution 12 – Directors’ Remuneration Policy

The Directors’ Remuneration Policy is set out on page 63.

Resolution 13 – Proposed Share Split

That each of the issued ordinary shares of 25p each in

the capital of the Company (including for the avoidance of

doubt ordinary shares held in treasury) be and is hereby

sub-divided into ten ordinary shares of 2.5p each (the

“New Ordinary Shares”) having the rights and being subject

to the restrictions and obligations set out in the articles

of association of the Company, provided that such sub-

division shall be conditional on, and shall take effect on, the

New Ordinary Shares being admitted to the Official List of

the Financial Conduct Authority and to trading on the main

market of the London Stock Exchange, which is expected to

occur at 8.00a.m. on 27 July 2023 (or such other time and/

or date as the Directors may in their absolute discretion

determine). See pages 6, 46 and 47 for further information.

Resolutions 14, 15 and 16 – Issue of Shares

Ordinary Resolution 14 in the Notice of AGM will renew

the authority to allot the unissued share capital up to an

aggregate nominal amount equal to 10% of the aggregate

nominal amount of the Company’s issued share capital

on 5 June 2023, being the nearest practicable date prior

to the signing of this Report (or if changed, the number

representing 10% of the issued share capital of the

Company at the date at which the resolution is passed).

Such authority will expire on the date of the next AGM or

after a period of 15 months from the date of the passing

of the resolution, whichever is earlier. This means that the

authority will have to be renewed at the next AGM.

When shares are to be allotted for cash, Section 551 of

the Companies Act 2006 (the “Act”) provides that existing

shareholders have pre-emption rights and that the new

shares must be offered first to such shareholders in

proportion to their existing holding of shares. However,

shareholders can, by special resolution, authorise the

Directors to allot shares otherwise than by a pro rata

issue to existing shareholders. Special Resolution 15 will,

if passed, give the Directors power to allot for cash equity

securities up to an aggregate nominal amount equal to

10% of the Company’s share capital on 5 June 2023 (or if

changed, the number representing 10% of the issued share

capital of the Company at the date at which the resolution

is passed), as if Section 551 of the Act does not apply.

This is the same nominal amount of share capital which

the Directors are seeking the authority to allot pursuant to

Resolution 16. This authority will also expire on the date

of the next Annual General Meeting or after a period of 15

months, whichever is earlier. This authority will not be used

in connection with a rights issue by the Company.

Under the Companies (Acquisition of Own Shares)

(Treasury Shares) Regulations 2003 (as amended) (the

“Treasury Share Regulations”) the Company is permitted

to buyback and hold shares in treasury and then sell them

at a later date for cash, rather than cancelling them. The

Treasury Share Regulations require such sale to be on a

pre-emptive, pro rata, basis to existing shareholders unless

shareholders agree by special resolution to disapply such

WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2023

FURTHER INFORMATION

107

pre-emption rights. Accordingly, in addition to giving the

Directors power to allot unissued share capital on a non

pre-emptive basis pursuant to Resolution 15, Resolution16,

if passed, will give the Directors authority to sell shares held

in treasury on a non pre-emptive basis. No dividends may

be paid on any shares held in treasury and no voting rights

will attach to such shares. The benefit of the ability to hold

treasury shares is that such shares may be resold. This

should give the Company greater flexibility in managing its

share capital, and improve liquidity in its shares. It is the

intention of the Board that any re-sale of treasury shares

would only take place at a premium to the cum income net

asset value per share. It is also the intention of the Board

that sales from treasury would only take place when the

Board believes that to do so would assist in the provision

of liquidity to the market. The number of treasury shares

which may be sold pursuant to this authority is limited

to an aggregate nominal amount equal to 10% of the

Company’s share capital on 5 June 2023 (or if changed,

the number representing 10% of the issued share capital of

the Company at the date at which the resolution is passed)

(reduced by any equity securities allotted for cash on a

non-pro rata basis pursuant to Resolution 15, as described

above). This authority will also expire on the date of the

next Annual General Meeting or after a period of 15months,

whichever is earlier.

The Directors intend to use the authority given by

Resolutions 14, 15 and 16 to allot shares and disapply

pre-emption rights only in circumstances where this will

be clearly beneficial to shareholders as a whole. The issue

proceeds would be available for investment in line with

the Company’s investment policy. No issue of shares will

be made which would effectively alter the control of the

Company without the prior approval of shareholders in

general meeting.

New Shares will only be issued at a premium to the

Company’s cum income net asset value per share at the

time of issue.

Resolution 17 – Share Repurchases

The Directors wish to renew the authority given by

shareholders at the previous AGM. The principal aim of a

share buyback facility is to enhance shareholder value by

acquiring shares at a discount to net asset value, as and

when the Directors consider this to be appropriate. The

purchase of Shares, when they are trading at a discount to

net asset value per share should result in an increase in the

net asset value per share for the remaining shareholders.

This authority, if conferred, will only be exercised if to do

so would result in an increase in the net asset value per

share for the remaining shareholders and if it is in the best

interests of shareholders generally. Any purchase of shares

will be made within guidelines established from time to time

by the Board. It is proposed to seek shareholder authority to

renew this facility for another year at the AGM.

Under the current Listing Rules, the maximum price that

may be paid on the exercise of this authority must not

exceed the higher of (i) 105% of the average of the middle

market quotations for the shares over the five business

days immediately preceding the date of purchase and

(ii)the higher of the last independent trade and the highest

current independent bid on the trading venue where the

purchase is carried out. The minimum price which may be

paid is 25p per Share. Existing shares which are purchased

under this authority will either be cancelled or held as

Treasury Shares.

Special Resolution 17 in the Notice of AGM will renew the

authority to purchase in the market a maximum of 14.99%

of the issued share capital of the Company as at the date

of the passing of the resolution, and after Resolution 13

becomes unconditional, 14.99% of the issued share capital

of the Company as changed by that resolution. Such

authority will expire on the date of the next AGM or after

a period of 15 months from the date of passing of the

resolution, whichever is earlier. This means in effect that the

authority will have to be renewed at the next AGM or earlier

if the authority has been exhausted.

Resolution 18 – General Meetings

Special Resolution 18 seeks shareholder approval for the

Company to hold General Meetings (other than the AGM) at

14 clear days’ notice. The Board confirms that the shorter

notice period would only be used where it was merited by

the purpose of the meeting.

Recommendation

The Board considers that the resolutions relating to the

above items are in the best interests of shareholders as a

whole. Accordingly, the Board unanimously recommends

to the shareholders that they vote in favour of the above

resolutions to be proposed at the forthcoming AGM as the

Directors intend to do in respect of their own beneficial

holdings totalling 46,981 shares.

EXPLANATORY NOTES TO THE RESOLUTIONS CONTINUED

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108

REGULATORY DISCLOSURES

ALTERNATIVE INVESTMENT FUND MANAGERS

DIRECTIVE (AIFMD) DISCLOSURES

Investment objective and leverage

A description of the investment strategy and objectives of

the Company, the types of assets in which the Company

may invest, the techniques it may employ, any applicable

investment restrictions, the circumstances in which it may

use leverage, the types and sources of leverage permitted

and the associated risks, any restrictions on the use of

leverage and the maximum level of leverage which the AIFM

and Portfolio Manager are entitled to employ on behalf of

the Company and the procedures by which the Company

may change its investment strategy and/or the investment

policy can be found on pages 8 and 9 under the heading

“Investment Strategy”.

The table below sets out the current maximum permitted

limit and actual level of leverages for the Company: as a

percentage of net assets

Gross

Method

Commitment

Method

Maximum level of leverage 140.0% 140.0%

Actual level at 31 March 2023 115.0% 110.5%

REMUNERATION OF AIFM STAFF

Following completion of an assessment of the application

of the proportionality principle to the FCA’s AIFM

Remuneration Code, the AIFM has disapplied the pay-out

process rules with respect to it and any of its delegates.

This is because the AIFM considers that it carries out

non- complex activities and is operating on a small scale.

Further disclosures required under the AIFM Rules can

be found within the Investor Disclosure Document on the

Company’s website: www.worldwidewh.com.

SECURITY FINANCING TRANSACTIONS

DISCLOSURES

As defined in Article 3 of Regulation (EU) 2015/2365,

securities financing transactions (SFT) include repurchase

transactions, securities or commodities lending and

securities or commodities borrowing, buy-sellback

transactions or sell-buyback transactions and margin

lending transactions. Whilst the Company does not engage

in such SFT’s, it does engage in Total Return Swaps (TRS)

therefore, in accordance with Article 13 of the Regulation,

the Company’s involvement in and exposure to Total Return

Swaps for the accounting year ended 31 March 2023 are

detailed below.

Global data

Amount of assets engaged in TRS

The following table represents the total value of assets

engaged in TRS:

£’000 % of AUM

TRS (26,892) (1.3%)

Concentration Data

Counterparties

The following table provides details of the counterparties

and their country of incorporation (based on gross volume

of outstanding transactions with exposure on a gross

basis) in respect of TRS as at the balance sheet date:

Country of

Incorporation £’000

Goldman Sachs U.S.A. 141,042

JPMorgan U.S.A. 49,662

Aggregate transaction data

Type, quality, maturity, tenor and currency of collateral

No collateral was received by the Company in respect

of TRS during the year to 31 March 2023. The collateral

provided by the Company to the above counterparties is set

out below.

Type Currency Maturity Quality £’000

Cash USD less than 1 day n/a 100,366

Maturity tenor of TRS

The following table provides an analysis of the maturity

tenor of open TRS positions (with exposure on a gross

basis) as at the balance sheet date:

Maturity

TRS

Value

£’000

1 to 3 months –

3 to 12 months 190,704

Settlement and clearing

OTC derivative transactions (including TRS) are entered

into by the Company under an International Swaps

and Derivatives Associations, Inc. Master Agreement

(“ISDA Master Agreement”). An ISDA Master Agreement

is a bilateral agreement between the Company and a

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counterparty that governs OTC derivative transactions

(including TRS) entered into by the parties. All OTC

derivative transactions entered under an ISDA Master

Agreement are netted together for collateral purposes,

therefore any collateral disclosures provided are in respect

of all OTC derivative transactions entered into by the

Company under the ISDA Master agreement, not just total

return swaps.

Safekeeping of collateral

There was no non-cash collateral provided by the Company

in respect of OTC derivatives (including TRS) with the

counterparties noted above as at the statement of financial

position date.

Return and cost

All returns from TRS transactions will accrue to the

Company and are not subject to any returns sharing

arrangements with the Company’s AIFM, Portfolio Manager

or any other third parties. Returns from those instruments

are disclosed in Note 9 to the Company’s financial

statements.

REGULATORY DISCLOSURES CONTINUED

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