STRATEGIC REPORT
C
Annual Report
for the year ended 31 March 2022
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022
STRATEGIC REPORT
STRATEGIC REPORT
Financial Highlights 1
Key Information 2
Company Performance 3
Chairman’s Statement 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
Business Review 26-40
GOVERNANCE
Board of Directors 41-42
Report of the Directors 43-46
Statement of Directors’ 47
Responsibilities
Corporate Governance 48-54
Audit & Risk Committee Report 55-59
Directors’ Remuneration Report 60-62
Independent Auditors’ Report 63-71
FINANCIAL STATEMENTS
Income Statement 72
Statement of Changes in Equity 73
Statement of Financial Position 74
Statement of Cash Flows 75
Notes to the Financial Statements 76-92
FURTHER INFORMATION
Shareholder Information 93
Glossary of Terms and Alternative 94-96
Performance Measures
How to Invest 97
Notice of Annual General Meeting 98-102
Explanatory Notes to the 103-104
Resolutions
Regulatory Disclosures 105-106
(Unaudited)
Company Information 107
For more information about Worldwide
Healthcare Trust PLC visit the website at
www.worldwidewh.com
Follow us on Twitter @worldwidewh
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
companies and related securities in the healthcare sector. It uses
8 and 9.
ACCESSING THE GLOBAL MARKET
The Company offers
pharmaceutical, biotechnoe healthcare sector
capitalisations
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
12 for
HOW TO INVEST
investments and lump sum investments in the Company’s shares. There are
a number of investment platforms that offer these facilities. Further details
97.
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 2022 STRATEGIC REPORT
1
Net asset value per share
(total return)
*^
2021: +30.0%
Discount of share price
to net asset value per share
*^
2021: (0.2%)%
Share price (total return)*^
2021: +27.4%
Dividends per share
2021: 22.0p
Benchmark
*†^
2021: +16.0%
Ongoing Charges
^
2021: 0.9%
*Source: Morningstar
† MSCI World Health Care Index on a net total return, sterling adjusted basis. (See Glossary beginning on page 94).
^ Alternative Performance Measure (see Glossary beginning on page 94).
Rebased to 100 as at 31 March 2021
Source: Morningstar
WWH Share Price (total return) (-10.8%)Benchmark (total return) (+20.4%)
Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 Jan 2022 Feb 2022 Mar 2022
80
85
90
95
100
105
110
115
120
125
WWH NAV (total return) (-5.8%)
%
for the year to 31 March 2022
TOTAL RETURN PERFORMANCE
as at 31 March 2022
FINANCIAL HIGHLIGHTS
Rebased to 100 as at 31 March 2017. Source: Morningstar.
80
100
120
140
160
180
200
Mar 17 Mar 18 Mar 19 Mar 20 Mar 21 Mar 22
WWH NAV (total return) (52.3%) WWH Share Price (total return) (47.8%)Benchmark (total return) (75.1%)
%
KEY INFORMATION
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022STRATEGIC REPORT
TOTAL RETURN PERFORMANCE
Since Launch to 31 March 2022
to 31 March 2022
FIVE YEAR TOTAL RETURN PERFORMANCE
2
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)
WWH Share Price (total return) (3,866.7%) Benchmark (total return) (2,133.6%)*
0
1000
2000
3000
4000
5000
6000
Apr
95
Mar
96
Mar
97
Mar
98
Mar
99
Mar
00
Mar
01
Mar
02
Mar
03
Mar
04
Mar
05
Mar
06
Mar
07
Mar
08
Mar
09
Mar
10
Mar
11
Mar
12
Mar
13
Mar
14
Mar
15
Mar
16
Mar
17
Mar
18
Mar
19
Mar
20
Mar
21
Mar
22
WWH NAV (total return) (4,237.6%)
%
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
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-7.0
-6.0
-5.0
-4.0
-3.0
-2.0
-1.0
0.0
1.0
2.0
Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 Jan 2022 Feb 2022 Mar 2022
(0.2%)
(5.5%)
2017 2018 2019 2020
2021 2022
Net asset value per share (total return)*
†
28.9% 2.8% 13.7% 6.5% 30.0% (5.8%)
Benchmark (total return)*
†
24.5% (2.5%) 21.1% 5.7% 16.0%
20.4%
Net asset value per share 2,367.2p 2,411.1p 2,722.9p 2,868.9p 3,703.0p 3,465.2p
Share price 2,304.0p 2,405.0p 2,730.0p 2,920.0p 3,695.0p 3,275.0p
(Discount)/Premium of share price to
net asset value per share
†
(2.7%) (0.3%) 0.3% 1.8% (0.2%) (5.5%)
Dividends per share 22.5p 17.5p 26.5p 25.0p 22.0p
26.5p
Leverage
†
16.9% 16.4% 4.9% 12.0% 7.6% 10.9%
Ongoing charges
†
0.9% 0.9% 0.9% 0.9% 0.9% 0.9%
Ongoing charges (including performance
fees paid or crystallised during the year)
†
1.0% 1.2% 1.1% 0.9% 0.9% 1.4%
*Source: Morningstar
† Alternative Performance Measure (see Glossary beginning on page 94).
COMPANY PERFORMANCE
for the years ended 31 March
year to 31 March 2022
HISTORIC PERFORMANCE
PREMIUM/(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 2022STRATEGIC REPORT
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SIR MARTIN SMITH
4
CHAIRMAN’S
STATEMENT
INVESTMENT PERFORMANCE
Following last year’s strong returns, both on an absolute
and a relative basis, the year under review has proved to
be a challenging one for the Company. The Company’s net
asset value per share total return was -5.8% (2021:+30.0%)
and the share price total return was -10.8% (2021: +27.4%),
Benchmark, the MSCI World Health Care Index measured
on a net total return, sterling adjusted basis, which rose
by 20.4% during the year (2021: rose by 16.0%). The
disparity between the performance of the Company’s net
asset value per share and its share price is reflected in
the widening of the Company’s share price discount to
its net asset value per share from 0.2% at the start of the
The majority of the Company’s assets are denominated in
U.S. dollars, and it should be noted that the Company’s net
asset value performance was helped by the weakness of
sterling over the year, particularly against the dollar, where
it depreciated by 4.6%.
The negative absolute return over the year to 31 March 2022
per share total return was +0.4% (2021:+23.1%) compared to
a rise in the Benchmark of 13.0% (2021: a rise of 15.3%) and
a weaker second half where the net asset value total return
of 7.4% (2021: 0.7%).
During the year the Company’s Portfolio Manager
continued to pursue a strategy of being underweight in
large pharmaceutical companies and overweight in both
emerging markets and emerging biotechnology companies;
an approach which had served the Company well during the
previous year but was the principal reason for the Company’s
relative underperformance during the year under review.
While the healthcare sector as a whole performed
well during the year, macro considerations rather than
company fundamentals were deemed to be most
important by investors. In addition, the “growth-to-value”
rotation which has tended to favour well-established
companies despite their less-exciting growth prospects
also showed that investors have been less willing to take
on investment risk more generally. This risk aversion
has hurt those sectors where we have been strategically
overweight, including emerging biotechnology, China
Risk aversion has also resulted in further pressure on
performance as the value of the smaller capitalisation
stocks we own has lagged while large capitalisation
pharmaceutical stocks have outperformed the rest of the
healthcare sector, particularly during the last quarter of
It should be emphasised, however, that
this extraordinary fall in the valuation of the biotechnology
and other sectors reflects a change in investor
sentiment ratant deterioration in the
performance of the underlying companies. It is for this
reason that we remaise stocks will
recover in due course.
Our Portfolio Manager continues to adopt both a
pragmatic and tactical approach to the use of leverage.
Leverage levels varied over the course of the year, with the
net effect being a detraction of 1.0% from performance.
The long-term performance of the Company, however,
continues to be strong, and it should be noted that from
the Company’s inception in 1995 to 31 March 2022, the
total return of the Company’s net asset value per share
has been +3,866.7%, equivalent to a compound annual
return of +14.7%. This compares to a cumulative blended
Benchmark return of +2,133.6%, equivalent to a compound
annual return of +12.2% 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 2022 STRATEGIC REPORT
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CAPITAL
The Company’s share price traded close to the net asset
value per share for much of the year under review. In
accordance with the Company’s share price premium
management policy 1,227,500 new shares were issued
during the year at an average premium of 0.8% to the
Company’s cum income net asset value per share. This
issuance gave rise to the receipt of £45.5m of new funds
to the Company, which have been invested in line with
the investment policy. The Company’s ongoing share
issuance programme triggered the requirement for the
Company to publish a prospectus in July 2021 which
provided authority for the issuance of 20 million new
shares.
However, toward the end of the calendar year, the
Company’s share price fell to a discount to the net asset
value per share and 80,509 shares were repurchased during
with the Company’s share price discount management
policy, at a discount of 8.4% to the Company’s cum income
net asset value per share, at cost of £2.5m.
At the year-end there were 65,457,246 shares in issue
(excluding the 80,509 shares held in treasury (2021:
64,310,255 with no shares held in treasury)). Since the
year-end, to 25 May 2022, the latest practicable date prior
to the publication of this report, a further 223,842 shares
were repurchased for treasury at a discount of 7.0% to the
Company’s cum income net asset value per share, at cost
of £7.3m. At the time of writing the share price discount
stands at 4.6%.
REVENUE AND DIVIDEND
Shareholders will be aware that it remains the Company’s
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
increased interim dividend of 7.0p per share for the year
to shareholders on the register on 19 November 2021
(2021: 6.5p per share). Due in large part to an increase in
exposure to higher yielding stocks in the portfolio and also
to the weakness of sterling, the Company’s revenue return
per share for the year as a whole increased to 26.8 pence
(2021: 24.1 pence). Accordingly, the Board is proposing an
per share) which, together with the interim dividend
already paid, makes a total dividend for the year of 26.5p
(2021: 22.0p per share). Based on the closing mid-market
share price of 3040.0p on 25 May 2022, the total dividend
payment for the year represents a current yield of 0.9%.
approval, on 15 July 2022 to shareholders on the register
of members on 10 June 2022. The associated ex-dividend
date will be 9 June 2022.
The Company’s dividend policy will be proposed for
approval at the forthcoming Annual General Meeting.
THE BOARD
The process of Board refreshment continues and, as
indicated in my last year-end statement, following David
Holbrook’s retirement last year, I shall be stepping down
from the Board on 6 July 2022, the date of this year’s
Annual General Meeting. It has been agreed that in the
interests of maintaining an orderly succession process,
Doug McCutcheon will extend his term and assume
the Chairmanship following my retirement. I wish him
every success for the future. Bina Rawal will take over as
Chair of the Management Engagement & Remuneration
Committee at the same time.
I have served on the Board for 14 years, 13 of which
as Chairman, and have been fortunate to be supported
by a group of very loyal, professional and hard working
colleagues during that time. I would also like to pay
5
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022STRATEGIC REPORT
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tribute to the unswerving dedication of both our Portfolio
Manager, OrbiMed and our AIFM, Company Secretary and
Administrator, Frostrow Capital. Although recent results
have been disappointing, I believe that it will be only a
matter of time before the skills and experience of our
Portfolio Manager will enable the Company to resume its
excellent long-term record.
The process of recruiting a new Director is ongoing.
Shareholders will be kept informed of developments as
they occur. As new members are recruited, the Board will
remain mindful of its commitment to a policy of diversity.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
(ESG) MATTERS
ESG matters are an important priority for the Board and
Bina Rawal and I have been working closely with our
Portfolio Manager to identify an appropriate set of policies
to address them.
Our Portfolio Manager continues to develop tools for
assessing the sustainability of the Company’s portfolio
including measuring the net impacts that individual
portfolio companies have on both the environment and
society, as much as is possible with the availability
pertaining to both ESG matters and also to climate
change. OrbiMed is 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
. Further information on both ESG matters and
climate change can be found in the Portfolio Manager’s
ESG report on page 25.
PERFORMANCE FEE
I mentioned last year that as a result of the continued
cumulative outperformance in the year, there was a
provision in our year-end accounts of £31.7 million for future
performance fee payments. However, only if outperformance
was maintained to the relevant quarterly calculation dates
would this provision become payable. During the year under
review, a performance fee of £12.9 million crystallised
and became payable on 30 June 2021. However, due to
underperformance against the Benchmark during the year,
the remainder of the performance fee accrual as at 31 March
2021 was reversed. No performance fees were accrued or
payable at the Company’s year-end as at 31 March 2022.
The performance fee arrangements are described in detail
on page 43 of this Annual Report.
OUTLOOK
Global markets are currently experiencing unusually high
levels of uncertainty. In addition to the appalling human
cost, Russia’s invasion of Ukraine has created near-term
risks for markets as high energy prices, rising food prices
and disrupted supply chains threaten a substantial increase
longer-term outlook with the prospect of continued raised
levels of geopolitical risk and an increase in investor risk
aversion, both of which may affect markets and economic
This comes in addition to existing market and economic
concerns that troubled investors before the invasion,
including the onset of U.S. Federal Reserve tightening,
the impact of COVID-19 lockdowns on supply chains
and inflation and also the outlook for China where there
are problems in the real estate sector, as well as around
its zero-tolerance COVID-19 policy and heavy-handed
Against this challenging background, however, our
Portfolio Manager OrbiMed remains positive on the
outlook for healthcare with certain of the perceived risks
approval process in the U.S. and also the spectre of drug
price reform having receded. Fundamentals, however,
remain strong, particularly given the amount of innovation
that is fuelling the industry’s growth. They further believe
that the sector’s defensive growth characteristics should
continue to prove attractive in times of global uncertainty.
Your Board continues to believe that long-term investors
in this sector will be rewarded.
ANNUAL GENERAL MEETING
After COVID restrictions prevented holding meetings in
person, the Board is pleased to welcome all shareholders
back to the Company’s Annual General Meeting which
offers an opportunity to meet the Directors and also to
hear the views of our Portfolio Manager. The meeting will
be held at etc. venues 1-3 Bonhill Street, London EC2A 4BX
on Wednesday, 6 July 2022 at 12.30pm. Of course, should
circumstances change and restrictions be reintroduced, we
for the meeting via the Company’s website at
www.worldwidewh.com.
CHAIRMAN’S STATEMENT CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
7
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 Annual General Meeting and to register your votes
online in advance of the meeting (information on how to
vote can be found on page 102). 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 any government guidance to the contrary.
The votes on the resolutions to be proposed at the Annual
General Meeting 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.
Sir Martin Smith
Chairman
26 May 2022
CHAIRMAN’S STATEMENT CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022STRATEGIC REPORT
8
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
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
and guidance.
Details of OrbiMed’s investment strategy and approach
are set out in the Portfolio Manager’s Review on
43.
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 2022 STRATEGIC REPORT
9
DERIVATIVE STRATEGY AND LIMITS
In line with the Investment Objective, derivatives are
employed, when appropriate, in an effort to enhance
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
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
Further details on the gearing and leverage calculations,
and how total exposure through derivatives is calculated,
are included in the Glossary beginning on page 94. Further
details on how derivatives are employed can be found in
note 16 beginning on page 86.
INVESTMENT OBJECTIVE AND POLICY CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022STRATEGIC REPORT
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Investments Country
Market value
£’000
% of
investments
AstraZeneca UK 135,292 5.7
USA 117,923 4.9
Roche Holding Switzerland 113,899 4.8
Bristol-Myers Squibb USA 112,460 4.7
Horizon Therapeutics USA 105,462 4.4
AbbVie USA 101,256 4.3
USA 100,010 4.2
Intuitive Surgical USA 91,924 3.9
Humana USA 88,067 3.7
UnitedHealth Group USA 86,845 3.7
Top 10 investments
1,053,138 44.3
Stryker USA 77,630 3.3
Edwards Lifesciences USA 71,813 3.0
BioMarin Pharmaceutical USA 61,893 2.6
Mirati Therapeutics USA 58,981 2.5
Vertex Pharmaceuticals USA 58,174 2.5
Shanghai Bio-Heart Biological Technology China 46,558 2.0
DexCom USA 42,742 1.8
Neurocrine Biosciences USA 39,067 1.6
USA 38,886 1.6
Guardant Health USA 37,457 1.6
Top 20 investments 1,586,339 66.8
Caris Life Science (unquoted) USA 36,986 1.6
Daiichi Sankyo Japan 36,600 1.5
Seagen USA 34,969 1.5
Tenet Healthcare USA 34,847 1.5
Natera USA 31,523 1.3
SI-BONE USA 31,479 1.3
Global Blood Therapeutics USA 29,984 1.3
Argenx Netherlands 27,097 1.1
Evolent Health USA 25,873 1.1
Shionogi Japan 25,202 1.1
Top 30 investments 1,900,899 80.1
API Holdings (unquoted) India 22,251 0.9
Joinn Laboratories China China 21,669 0.9
NanoString Technologies USA 21,594 0.9
Chugai Pharmaceutical Japan 21,422 0.9
Arrail Group China 18,581 0.8
Crossover Health (unquoted) USA 17,499 0.7
EDDA (unquoted) USA 16,128 0.7
Visen Pharmaceutical (unquoted) China 15,731 0.7
MeiraGTx USA 15,603 0.7
Iovance Biotherapeutics USA 14,869 0.6
Top 40 investments 2,086,246 87.9
Shanghai Fosun Pharmaceutical China 14,838 0.6
Beijing Yuanxin Technology (unquoted) China 14,705 0.6
Arcutis Biotherapeutics USA 13,224 0.5
Ruipeng Pet Group (unquoted) China 13,101 0.5
Dingdang Health Technology (unquoted) China 12,491 0.5
RiMAG (unquoted) China 12,208 0.5
Theravance Biopharma USA 11,394 0.5
Shanghai Kindly Medical Instruments China 11,301 0.5
PORTFOLIO
INVESTMENTS HELD AS AT 31 MARCH 2022
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
11
Investments Country
Market value
£’000
% of
investments
uniQure Netherlands 11,289 0.5
CSPC Pharmaceutical China 11,001 0.5
Top 50 investments 2,211,798 93.1
Erasca USA 10,868 0.5
Alphamab Oncology China 10,794 0.5
RxSight USA 9,950 0.4
Danaher USA 9,600 0.4
Celldex Therapeutics USA 9,206 0.4
Apollo Hospitals Enterprise India 8,552 0.4
Shanghai Junshi Biosciences Hong Kong 8,133 0.4
New Horizon Health China 7,815 0.3
Ikena Oncology USA 7,522 0.3
Turning Point Therapeutics USA 7,373 0.3
Top 60 investments 2,301,611 97.0
Galapagos Belgium 7,217 0.3
Clover Biopharmaceuticals China 6,420 0.3
Shenzhen Hepalink Pharmaceutical China 6,400 0.3
Simcere Pharmaceutical China 6,092 0.3
MabPlex International (unquoted) China 5,874 0.2
China Medical System China 5,662 0.2
Harpoon Therapeutics USA 5,524 0.2
United Laboratories International Holdings Hong Kong 5,336 0.2
Burning Rock Biotech China 5,290 0.2
Yidu Tech China 5,081 0.2
Top 70 investments 2,360,507 99.4
NanoString Technologies 2.63% 01/03/2025 (unquoted) USA 5,024 0.2
Vor BioPharma USA 3,779 0.2
Abbisko China 3,735 0.2
Achilles Therapeutics USA 3,108 0.1
Passage Bio USA 2,376 0.1
MicroTech Medical Hangzhou China 844 0.0
Peloton Interactive (DCC*-unquoted) USA 475 0.0
2,379,848 100.2
OTC Equity Swaps – Financed^
Healthcare M&A Target Swap
USA
99,898 4.2
Apollo Hospitals
India
35,120 1.5
(140,147) (5.9)
Total OTC Swaps (5,129) (0.2)
Total investments including OTC Swaps 2,374,719 100.0
* DCC = deferred contingent consideration.
^ See Glossary beginning on page 94 and note 16 beginning on page 86 for further details in relation to the OTC Swaps.
SUMMARY
Investments
Market value
£’000
% of
investments
Quoted equities 2,207,375 93.0
Unquoted equities 167,449 7.0
Unquoted debt securities 5,024 0.2
Equity swaps (5,129) (0.2)
Total of all investments 2,374,719 100.0
PORTFOLIO CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022STRATEGIC REPORT
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PORTFOLIO CONTINUED
PORTFOLIO DISTRIBUTION
BY SECTOR
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%
North America 70.8%
Europe 12.0%
China 12.5%
Japan 3.5%
India 1.1%
Biotechnology 30.1%
Pharmaceutical 29.9%
Healthcare Providers & Services 16.2%
Healthcare Equipment/Supplies/Technology 16.1%
Life Sciences Tools & Services 7.3%
Debt Instruments 0.4%
North America 66.7%
China 16.0%
Europe 13.5%
Japan 2.1%
India 1.7%
BY GEOGRAPHY
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
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OrbiMed was founded in 1989 and
has evolved over time to be one of
the largest dedicated healthcare
has managed the Company’s portfolio
since its launch in 1995.
OrbiMed had approximately U.S.$19 billion in assets under
management as of 31 March 2022, 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
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 OrbiMed Investment Team continues to expand and
now has over 100 professionals that cover all aspects of
over 30 degree holders with MD and/or PhD credentials,
with over 20 years of experience.
York, San Francisco, Herzliya (Israel), Hong Kong, Shanghai,
and Mumbai.
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
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
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 2022STRATEGIC REPORT
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PORTFOLIO MANAGER’S REVIEW
MARKETS
2021 was another unprecedented year for the global
equity markets. After the COVID-induced volatility that
characterised 2020, markets climbed higher in 2021
despite various headwinds including inflationary fears
and supply chain disruptions. The market reached new
highs by the calendar year-end, only to sell-off in the face
of rising interest rates and Russia’s invasion of Ukraine
in early 2022. Of course, COVID-19 continued to cast
a shadow over the year under review, with Delta and
Omicron variants inducing new waves of infections across
the globe.
Nevertheless, global equity markets produced solid
Index total return was +16.2% (in sterling terms). The total
notching 70 all-time highs throughout 2021 (source:
was +13.0% (in sterling terms).
For the most part, healthcare stocks traded in-line with
year drew to a close alongside a rising interest rate
return over the year was +20.4% (in sterling terms), with
over half of that move accruing in the last 27 trading days
PERFORMANCE
After one of the best performance years in the Company’s
history in the year en
comparable returns over the benchmark in the current
stocks mostly traded higher, trading dynamics for the
Company were broadly fuelled by macro factors, with
backseat and going largely unrecognised by investors. As
a result, sub-sector moves within healthcare were very
disparate given the “growth-to-value” rotation and the
risk-off environment that characterised the reported year.
This trading environment heavily favoured large
capitalisation companies over small capitalisation stocks,
thus, overall positioning within healthcare equities was far
more critical than stock selection. This was particularly
true for the Company’s portfolio, with our key long-term
strategic overweight positions in emerging biotechnology,
China healthcare, and innovative tools – typically all
small capitalisation stocks – materially underperforming.
This included historic drawdowns and record setting
underperformance in emerging biotechnology stocks
which severely impacted returns, despite an otherwise
healthy fundamental sector. This was exacerbated by our
long-term underweight positioning in pharmaceuticals
– typically all large capitalisation stocks – a sector that
outperformed the rest of healthcare, particularly during the
WORLDWIDE HEALTHCARE TRUST (WWH) – 1 YEAR NAV TOTAL RETURN PERFORMANCE
FTSE All Share Index WWH NAVMSCI World Healthcare Index
Mar 2021
-15%
-10%
-5%
0%
5%
10%
15%
20%
25%
Apr 2021
May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 Jan 2022 Feb 2022 Mar 2022
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
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PORTFOLIO MANAGER’S REVIEW CONTINUED
WORLDWIDE HEALTHCARE TRUST (WWH) – NAV TOTAL RETURN PERFORMANCE SINCE INCEPTION
Overall, our performance was heavily impacted by this
relative positioning as the preponderance of fundamentals
across healthcare failed to influence trading dynamics;
a true mismatch to our investment philosophy. Rather,
this extraordinary market perturbation created not only
extreme volatility but also an historic compression of
valuations within certain components of healthcare, a
situation that inevitably damaged our relative portfolio
positioning. As a result, relative and absolute performance
benchmark index total return of +20.4%.
Despite the volatility in the reported period, we are pleased
, the
total return of the Company’s net asset value per share
+14.7%. This compares to the blended benchmark rise
of +2,133.6%, equivalent to a compound annual return
of +12.2%.
This 27-year track record demonstrates several important
points. First, it puts into context the recent drawdown.
shows outperformance for healthcare (the benchmark)
coincides with the real explosion of innovation within
the industry. Finally, it shows what an active manager or
specialist investor can do in healthcare, especially in the
face of a highly idiosyncratic, global sector that possesses
regulatory, technological, and political environment that
envelops all of healthcare.
Finally, we would note that the fundamentals of healthcare
remain strong, especially in biotechnology, which we
regard as the cradle of innovation for clinical discovery.
The macro trading dynamics that impacted these stocks
in the reported period do not represent, in any way, a
deterioration of the elements that underpin the sector.
Rather, it is simply a product of extreme market conditions
that we have never experienced previously, culminating in
a profound collapse in valuations, a situation that should
positioned for a material rebound in biotechnology stocks.
CONTRIBUTION BY SUB-SECTOR
Looking at performance by sub-sector provides an
understanding of overall performance during the year.
DS World Pharma / MSCI World HC Benchmark FTSE All-ShareWWH NAV
0%
1000%
2000%
3000%
4000%
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022STRATEGIC REPORT
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four sub-sectors that contributed a notable relative
the positive contributions. The following three sub-
sectors were notable in terms of both relative and
absolute negative contribution - emerging biotechnology
(reflecting macro sector rotation), China healthcare (a
creating a headwind to the Company’s performance that
became insurmountable during the reported 12-month
period.
ABSOLUTE CONTRIBUTION – BY SUB-SECTOR
Pharma
India
Medtech
Services
Biotech
China
Tools
Japan
-15
-10
-5
0
5
10
%
RELATIVE CONTRIBUTION – BY SUB-SECTOR
Pharma
India
Medtech
Services
Biotech
China
Tools
Japan
-15
-10
-5
0
5
10
%
The largest detractor by sub-sector was emerging
biotechnology stocks, which generated over 11% of
negative contribution (both in absolute and relative
terms). A “perfect storm” of macro factors led to this
with a rotation by investors from growth to value stocks,
as generalist investors repositioned portfolios to gain
exposure to economically sensitive sectors that would
Biotechnology underperformed during this period, as
did many other growth sectors to which investors had
shorter-term investors who did not regularly invest in the
biotechnology sector, but who were temporarily attracted to
the industry’s defensive nature and COVID-related research,
appeared to exit the sector.
S&P BIOTECHNOLOGY ETF (XBI) VS. S&P 500 INDEX
S+P Biotechnology ETF (XBI)S+P 500 Index (SPX)
Source: Bloomberg, OrbiMed Advisors
Note: Chart updated through 31 March 2022
Mar
'21
Apr
'21
May
'21
Jun
'21
Jul
'21
Aug
'21
Sep
'21
Oct
'21
Nov
'21
Dec
'21
Jan
'22
Feb
'22
Mar
'22
-40%
-30%
-20%
-10%
0%
10%
20%
XBI
Peak
Underperformance
-65.4%
raise interest rates to combat inflation led to continued
weakness in technology stocks, especially those earlier-
stage enterprises which are not expected to realise
earnings for many years. This trend was especially
damaging to small capitalisation biotechnology
performance and those stocks sold off even further.
Overall, these macroeconomic and related factors created
the longest and largest drawdown in biotechnology
Adding pressure to the Company’s performance was a
sell-off was precipitated by regulatory tightening by the
Chinese government across a variety of sectors, including
PORTFOLIO MANAGER’S REVIEW CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
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the internet (and related technology industries) and the
companies, investor fears were materially heightened
that healthcare may be the government’s next target. This
broad market downturn in China that began in June 2021
adversely and indiscriminately impacted many of our
China healthcare positions. Unfortunately, these macro
year, generating nearly 4% of negative absolute and
relative contribution in the reported period. Importantly, we
continue to believe fundamental innovation in the China
healthcare sector remains strong.
HANG SENG HEALTHCARE INDEX (HSHCI) VS. MSCI
WORLD HEALTHCARE INDEX
MSCI World HealthcareHang Seng Healthcare Index
Source: Bloomberg, OrbiMed Advisors
Note: Chart updated through 31 March 2022
Drawdown as of 31 March 2022 is -60.7%
Jun
'21
-70%
-60%
-50%
-40%
-30%
-20%
-10%
-0%
10%
20%
Jul
'21
Aug
'21
Sep
'21
Oct
'21
Nov
'21
Dec
'21
Jan
'22
Feb
'22
Mar
'22
HSHCI
Peak
Underperformance
-66.2%
The life science tools sector was also challenging for
positioning in this regard was suboptimal, resulting in over
Additionally, there were fundamental factors that drove
this large capitalisation outperformance – chief among
which was the continued durability of COVID-related
revenues as well as a normalisation of non-COVID “base
business” performance which led to positive earnings
revisions throughout the 2021 calendar year. Our view that
the durability of COVID related earnings would come into
question amid record high valuations was clearly too early.
Thermo Fisher
and Danaher Corporation, two companies which
execution, we had lower exposure than our benchmark
which damaged our relative performance.
companies in the innovative tools space weighed on our
on liquid biopsy and the continued proliferation of clinically
successful oncology diagnostics, the sector fell out of
favour against the backdrop of demanding valuations
and fundamental results that were strong but were
expectations.
Finally, a word on the performance of large capitalisation
already in this report, pharmaceutical stocks traded mostly
in-line with the benchmark throughout the period.
year, this performance began to diverge materially as
inflation, interest rates, and geopolitical risks all rose and
investors turned defensive. As a result, large capitalisation
pharmaceutical stocks moved much higher heading into
source of absolute contribution for the Company at over
underweight in the pharmaceutical sector in the period,
thus creating over % of negative relative contribution to
the benchmark due to our positioning.
KEY CONTRIBUTORS TO PERFORMANCE
There were a number of factors that underlay the key
positive contributors to absolute performance. These
above, such as the outperformance of large capitalisation
stocks, alongside a mix of positive fundamentals that also
expertise within clinical medicine and how that capability
helps shape good stock picking within the healthcare
sector.
A prototypical example of this combination of macro
tailwinds and good stock picking was AbbVie. Over the
past two years, the company has been in the midst of
a transformation. Facing the largest patent expiration
in industry history –
immunology franchise with newer, better, and safer drugs
upadacitinib), two drugs approved to treat a variety of
immunological disorders.
PORTFOLIO MANAGER’S REVIEW CONTINUED
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RINVOQ APPROVED INDICATIONS (RINVOQ.COM) RINVOQ DOSAGES
Rinvoq), certainly delaying and perhaps denying future
additional approvals for Rinvoq, largely considered the
“best-
on the low after falling further on the news, we added
meaningfully to our position. That risk paid off two-fold.
First, despite a modest delay, the FDA did ultimately approve
Dermatitis (in addition to the already approved Rheumatoid
caught the macro trend towards the start of 2022 when large
capitalisation pharmaceutical stocks moved higher in the face
Another pharmaceutical company that has re-invented itself
is AstraZeneca. After nearly a decade of declining revenues
and earnings, the company has turned itself around under
and fastest growing global, multinational pharmaceutical
cardiovascular, respiratory, and more recently, rare diseases,
the company is poised for sustainable, long-term growth.
angst, as a messy but well-intended effort to develop a
COVID vaccine created some share price volatility as did the
sparked investor fears that the company’s stand-alone
EVUSHELD FOR COVID-19 PROPHYLAXIS
expected guidance for 2022, and a strong launch for the
(tixagevimab co-packaged with cilgavima), AstraZeneca’s
share price closed at an all-time high at the end of the
UnitedHealth Group is the largest health insurer in the
services providers through its subsidiary, Optum. This
stock represents another example of a mix of positive
fundamentals and a macroeconomic environment that
fears of whether increasing medical costs and lingering
COVID-related costs (testing, treatment, vaccines) would
impede the insurer’s ability to grow earnings. Additionally,
regulatory noise became louder with prospects of
programme, would face reimbursement cuts or other
spending bill.
PORTFOLIO MANAGER’S REVIEW CONTINUED
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UHS.COM
quarter results, along with better-than-expected earnings
another critical source of risk. Finally, the shifting
macroeconomic landscape, including higher interest
rates, rising inflation, and a shift out of growth stocks into
become a “safe haven” in healthcare.
Shanghai Bio-heart Biological Technology is a
cardiovascular medical device startup in China. The
company sells two product lines: Renal Denervation
medical needs of Chinese patients for the treatment of
coronary and peripheral artery diseases and uncontrolled
hypertension.
IBERIS RDN CATHER SYSTEM
Bio-heart’s line of RDN products is a “best-in-class” product
in China, with a unique catheter design which is the only one
that can be inserted by both radial artery and femoral artery
(unlike the competition). The company’s RDN business is
also backed by Terumo, the Japan-based global leader in
medical technology, in a technology-validating deal. The
investment into Bio-heart was an unquoted investment. The
2021 and the share price more than doubled during the
Before the turn of the decade, Bristol-Myers Squibb became
one of the most, if not the most, dominant cancer companies
acquisition of Celgene in 2019, the company possessed
misunderstood. Investor anxiety over the company’s growth
strategy and increased concerns over imminent patent
expirations for key products saw the company’s valuation
collapse to an all-time low, with the shares trading with a
price-to-earnings ratio of 7.0x during the reported period.
BRISTOL-MYERS SQUIBB LONG TERM GROWTH
STRATEGY & GUIDANCE
management in November 2021 in New York City proved
to be a seminal moment in the company’s recent history.
Using that platform, the company provided a deep dive
on their pipeline, discussed growth opportunities, and
provided long term growth targets. That event, combined
with the defensive rotation into pharmaceuticals at the
interest and the stock re-rated over 30% (in local currency)
over the last four months of the reported period.
KEY DETRACTORS FROM PERFORMANCE
Mirati Therapeutics is an emerging biotechnology company
focused on the development of therapeutics for the
treatment of cancer. The company’s main pipeline asset,
adagrasib, is highly selective and potent oral small molecule
formation of a number of tumours) that is being developed
for various cancers, including lung, colon, and other solid
tumours. Despite achieving many development milestones
for adagrasib in the year, including a successful new drug
application with the FDA, the share price was punished,
perhaps unduly, for a variety of reasons, including a stock
the stock was under pressure again after the FDA accepted
PORTFOLIO MANAGER’S REVIEW CONTINUED
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than the expected priority review, pushing the potential
approval and launch in 2023.
MIRATI THERAPEUTICS: KRAS INHIBITION
In the diagnostics space, Natera is an industry leader
with a host of innovative offerings including non-invasive
Natera’s commercial execution was strong in the reported
tailwinds (unlike the large-capitalisation diagnostic
players) and share price declines were further exacerbated
by the growth-to-value rotation that characterised the year
under review. Additionally, the New York Times published
an article in January 2022 denouncing the low accuracy
2022, a short seller published a report on Natera alleging
with both of these reports, these collective issues
fundamentals and most recent valuation.
NATERA: NIPT
Another innovative player in the diagnostics space is
Guardant Health, an oncology diagnostics company that
has emerged as the pre-eminent liquid biopsy provider. The
company has many offerings in the cancer diagnostics
sector including therapy selection, disease assays, and
response monitoring. The company also plans to enter
the non-invasive screening market in 2022. Unfortunately,
the share price experienced a material pullback through
performance. Again, macro-market conditions were
largely to blame, but the stock was particularly weak
following rumours that it was considering a purchase
of another oncology diagnostics company, although the
deal never materialised. Again, these collective issues
fundamentals and its most recent valuation.
GUARDANT HEALTH: LIQUID BIOPSY IN ONCOLOGY
Deciphera Pharmaceuticals, is a clinical stage, emerging
biotechnology company that is developing small molecule
drugs to treat various types of cancer. The company’s
focus in recent years has been the continued development
of Qinlock (ripretinib), an orally administered inhibitor of
the development of certain cancers. In 2020, the FDA
approved Qinlock for use as a fourth line therapy for
the company conducted a trial to explore the use of
(sunitinib). The stock had traded down along with the
broader biotechnology drawdown into this update and
subsequently gapped even lower after the failed trial.
PORTFOLIO MANAGER’S REVIEW CONTINUED
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QINLOCK LAUNCH METRICS
The “XBI” is an exchange-traded fund - SPDR S&P Biotech
ETF
tracks all biotechnology single stocks that are listed on the
an opportunity to gain tactical exposure to the biotechnology
portfolio to unnecessary idiosyncratic single stock risks.
subsector since February 2021, the removal of key sector
large capitalisation pharmaceutical companies, we wanted
to gain exposure to a tactical rebound as we went through
the year. Unfortunately, our purchase was premature, and the
holding was bought and sold during the year.
CONTRIBUTION FROM UNQUOTEDS
investments in unquoted companies. Another four portfolio
companies – including one of these new investments –
(excluding debt) accounted for 7.0% of the Company’s net
The four new investments this year were all healthcare
services companies in emerging markets (one in India and
for small and mid-capitalisation therapeutics companies
Of the four companies that completed an , three listed
and those companies that went public contributed gains
unquoteds were spread among many companies, the gains
heart Biological Technology. Overall, the unquoted strategy
Company’s net asset value return for the year.
GEARING STRATEGY
The Company employs gearing with a maximum level of 20%
level employed by the Company is low-to-high teens but
can range from low single-digits to high teens. Considering
years, the use of gearing has evolved. First, the overall level
gearing levels have varied more than historical norms as we
have attempted to utilise gearing in a more tactical fashion
and in response to various market conditions.
PORTFOLIO MANAGER’S REVIEW CONTINUED
LEVERAGE OVER TIME (MONTH END)
Mar 2018
90%
95%
100%
105%
110%
115%
120%
Apr 2018
May 2018
Jun 2018
Jul 2018
Aug 2018
Sep 2018
Oct 2018
Nov 2018
Dec 2018
Jan 2019
Feb 2019
Mar 2019
Apr 2019
May 2019
Jun 2019
Jul 2019
Aug 2019
Sep 2019
Oct 2019
Nov 2019
Dec 2019
Jan 2020
Feb 2020
Mar 2020
Apr 2020
May 2020
Jun 2020
Jul 2020
Aug 2020
Sep 2020
Oct 2020
Nov 2020
Dec 2020
Jan 2021
Feb 2021
Mar 2021
Apr 2021
May 2021
Jun 2021
Jul 2021
Aug 2021
Sep 2021
Oct 2021
Nov 2021
Dec 2021
Jan 2022
Feb 2022
Mar 2022
2y Avg: 106%5y Avg: 109%
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022STRATEGIC REPORT
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DERIVATIVES STRATEGY
The Company has the ability to use equity swaps and
employed single stock equity swaps to gain exposure to
emerging market Chinese and Indian stocks. In addition,
the Company traded tactical security baskets created to
take advantage of depressed valuations in small and mid-
capitalisation companies that we felt were likely acquisition
targets for large capitalisation pharmaceutical companies.
The equity swaps detracted 0.9% from the Company’s return
during the year. An analysis of the Company’s investments in
Further details on the use of swaps can be found in Note 16
on page 94.
SECTOR DEVELOPMENTS & OUTLOOK
Overall, we remain positive on the outlook for the
healthcare industry. Despite the mixed trading dynamics
lifted and the tailwinds remain strong, in particular the
amount of innovation that is fuelling the industry’s growth,
both in therapeutic and non-therapeutic stocks.
On the regulatory front, there has been a growing concern
from generalist investors that things have slowed
leadership at the Agency. This view began to develop in 2020
with the absence of a Commissioner (typically appointed
resources where stretched given the COVID-19 pandemic.
PORTFOLIO MANAGER’S REVIEW CONTINUED
First, the FDA response to COVID-19 has been an
unprecedented success with multiple vaccines approved,
multiple antibody treatments approved, and more recently,
be remiss not to mention the hundreds of diagnostic tests
have not seen a material slowdown in new drug approvals. In
agency’s history, including this past year. This included an
years (albeit with some controversy).
Finally, and perhaps most importantly, there was a growing
concern that the FDA was “rudderless” since the Agency has
been without a commissioner over that past two years (since
a world-renowned cardiologist
from Duke University, was the previous Commissioner under
FDA is going to improve immensely in 2022 and beyond.
Another dark cloud over the sector is the ongoing (and
seemingly endless) threat of prescription drug price
Congress, setting off a new “wall-of-worry” for investors.
Biden Administration’s attention has pivoted and is now
completely focused on other matters. Therefore, we
U.S. FDA – NEW DRUG APPROVALS 2000-2022
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
27
24
17
21
36
20
22
18
24
26
21
30
39
27
41
45
22
46
59
48
53
50
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
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believe that expectations for any drug price reform have
midterm elections later in 2022.
source of positive performance for the Company. Of
course, there are always ebbs and flows that impact the
reporting periods have been notable for the profound
messaging from the large capitalisation pharmaceutical
executives about business development, particularly
assets. Overall, this may be a harbinger of things to
come and could be a real rallying point, especially in the
biotechnology sector.
M&A: ACCELERATION EXPECTED
period, it is imperative to note that this extreme sell-off
was not emblematic of any notable concerns about the
fundamentals within the small and mid-capitalisation
universe of healthcare stocks. Yes, the number of investable
companies continues to increase. Yes, the complexity of the
clinical science and new technology continues to increase.
Yes, the political and regulatory landscape continue to
evolve. Collectively these factors should become a tailwind
for the sector as new products, drugs, and services
come to market, driving top line growth and margins,
respectively. The by-product of the broad market conditions
has culminated in a profound collapse in valuations, a
situation that should reverse in due time, a particularly
attractive opportunity for an active manager and specialist
healthcare investor, and one on which we will be in position
to capitalise.
Ultimately, as with many modern industries, innovation
continue to believe that the current pace of innovation is at
an all-time high and will continue to develop novel solutions
to solve health and ageing problems that are facing all of
humanity. There are new advances for small molecules,
gene and cell therapy, gene editing, monoclonal antibodies,
and of course vaccines and RNA therapeutics. Novel
diagnostics continue to progress and are shaping treatment
choices, dictating drugs of intervention, and follow-up care.
managed care is seeing a revolution in vertical integration
that is unlocking value. Innovation continues to be the
number one growth driver for all of healthcare and remains
a key hallmark of the portfolio. As a result of this view, we
this incredible innovation, overweighting innovation through
small and mid-capitalisation stocks, which has been the
key pillar of our long-term and successful investment
strategy.
INNOVATION IN HEALTHCARE
Sven H. Borho and Trevor M. Polischuk
26
PORTFOLIO MANAGER’S REVIEW CONTINUED
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CONTRIBUTION BY INVESTMENT
ABSOLUTE CONTRIBUTION BY INVESTMENT FOR THE YEAR ENDED 31 MARCH 2022
Principal contributors to and detractors from net asset value performance
£’000
£
Abbvie USA Pharmaceuticals 43,658 0.7
AstraZeneca UK Pharmaceuticals 39,516 0.6
UnitedHealth Group USA Healthcare Providers & Services 29,254 0.4
Shanghai Bio-Heart Biological Technology China Healthcare Equipment & Supplies 24,934 0.4
Bristol-Myers Squibb USA Pharmaceuticals 24,633 0.4
SPDR S&P Biotech ETF ** USA Biotechnology (26,637) (0.4)
Deciphera Pharmaceuticals ** USA Biotechnology (32,923) (0.5)
Guardant Health USA Life Sciences Tools & Services (34,062) (0.5)
Natera USA Life Sciences Tools & Services (35,122) (0.5)
Mirati Therapeutics USA Biotechnology (45,742) (0.7)
* Calculation based on 65,307,132 shares being the weighted average number of shares in issue during the year ended 31 March 2022.
** Not held at 31 March 2022.
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
25
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
AND CLIMATE CHANGE
EXTRACT FROM ORBIMED’S RESPONSIBLE
INVESTING POLICY
The Company’s Portfolio Manager, 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. OrbiMed seeks to
integrate its Responsible Investing Policy into its overall
investment process for the Company in order to maximise
OrbiMed negatively screens potential investments and
business sectors that may objectively lead to negative
impacts on public health or well-being. OrbiMed makes
social and governance (ESG) information.
Sustainability Accounting Standards Board (SASB)
to determine material ESG factors. Depending on the
investment, all or a subset of the ESG factors that
OrbiMed’s research. The evaluation of a company’s
performance on ESG issues provides guidance for
investment decisions and constitutes part of the investment
analysis. ESG factors, however, do not form the sole, or
standardised and faces limitations due to a lack of
availability of accurate, timely and uniform data. Presently,
no known universally accepted standards for ESG
incorporation in investment decisions exist. Therefore, ESG
ESG MONITORING
OrbiMed has integrated ESG scores for public equity
holdings from third-party service providers onto its platform
via programming interface. ESG scores are assigned by
third-party service providers to each company based
on the company’s disclosure and practice on material
environmental, social and governance factors. Recognising
the need to supplement the scores with OrbiMed’s internal
ESG research, OrbiMed has enabled enhancements in
its monitoring capability with a custom-built protocol for
updating these scores.
OrbiMed is taking the initiative in leading meaningful ESG
engagement in the healthcare sector. As part of these
efforts, OrbiMed facilitates dialogues and an exchange
of leading practices among investors, companies and
other relevant experts on ESG in the large capitalisation
pharmaceutical sector.
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 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
OrbiMed engages with a number of companies, including
one-on-one meetings with management on ESG, analyst
calls and other forums. For example, OrbiMed held a
meeting with Horizon Therapeutics on leading ESG
practices and provided feedback and recommendations
disclosure and governance benchmarks to the company.
Through these engagements, OrbiMed was made aware
of the ‘Energize’ programme – a collaborative programme
launched by 10 pharmaceutical companies – including
several OrbiMed portfolio companies – to increase access
to renewable electricity for global pharmaceutical supply
chains, and reduce greenhouse gas (GHG) emissions within
the healthcare supply chain.
OrbiMed generally follows the guidelines and
recommendations of Glass Lewis & Co LLC, a leading
proxy voting services provider, including on climate
Sven H. Borho and Trevor M. Polischuk
OrbiMed Capital LLC
Portfolio Manager
26 May 2022
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022STRATEGIC REPORT
26
BUSINESS REVIEW
1
40, contains a review of the
Company’s business model and
strategy, an analysis of its
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. Further
information on how the Directors have discharged their duty
under s172 of the Companies Act 2006 in promoting the
whole, and how they have taken wider stakeholders’ needs
into account can be found on pages 35 to 39. 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
of the London Stock Exchange. Its investment objective and
policy is set out on pages 8 and 9.
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 27 and 28.
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
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
THE BOARD
The Board of the Company comprises Sir Martin Smith
(Chairman), Sarah Bates, Sven Borho, Doug McCutcheon,
Dr Bina Rawal and Humphrey van der Klugt. All of these
Directors, served throughout the year. All are independent
non-executive Directors with the exception of Mr Borho
who is not considered to be independent by the Board.
Further information on the Directors can be found on
pages1 and 42.
All Directors, with the exception of Sir Martin Smith, are
seeking 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
dividends will typically be paid twice a year by means of an
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
27
KEY PERFORMANCE INDICATORS (‘KPI’)
The Board assesses the Company’s performance in
meeting its objectives against key performance indicators
as follows. The Key Performance Indicators 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.*
Information on the Company’s performance is provided
in the Chairman’s Statement and the Portfolio Manager’s
Review and a record of these measures is shown on
Glossary beginning on page 94.
* Alternative Performance Measure (See Glossary beginning on page 94)
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
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
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
Manager, OrbiMed Capital LLC (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 43.
Alternative investment fund manager (AIFM)
Frostrow under the terms of its AIFM agreement with
inter alia, the following services:
• oversight of the portfolio management function
delegated to OrbiMed Capital LLC;
• investment 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,
BUSINESS REVIEW CONTINUED
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BUSINESS REVIEW CONTINUED
Portfolio manager
OrbiMed under the terms of its portfolio management
agreement with the AIFM and the Company provides,
, the following services:
• the seeking out and evaluating of inve
stment
opportunities;
• recommending the manner by which monies should be
invested, disinvested, retained or realised;
• advising on how rights conferred by the inve
stments
should be exercised;
• analysing the performance of investments made; and
• advising the Company in relation to trends, mark
et
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 43.
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 43 and 44.
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 pages 43
and 44. 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 inve
stments
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 90 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”)
receives regular reports and views from them.
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
February 2022 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 27 and 28, is in the interests of shareholders as a
whole. In coming to this decision, it took into consideration,
, the following:
• the quality of the service provided and the depth of
experience of the company management, company
secr
etarial, administrative and marketing team that the
AIFM allocates to the management of the Company; and
• the quality of the service prov
ided 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.
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
29
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
Company invests, such as political interference
in drug pricing. In addition, the Company 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 investment portfolio within the remit of the investment objective
and policy, and imposed various limits and guidelines, set out on pages
8 and 9
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 86).
The Company does not currently hedge its currency exposure.
Geo-political/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
Portfolio Manager’s risk team perform systematic risk analysis, including
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.
With regard to Brexit, the Board does not believe that it poses a unique risk to
the Company or that it will affect the Company’s share price or how its shares
are sold.
BUSINESS REVIEW CONTINUED
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BUSINESS REVIEW CONTINUED
Unquoted investment risk
The Company’s risk could be increased by its
investment in unquoted companies. These
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 76 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
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 77, which is in line with UK GAAP
requirements and the International Private Equity and Venture Capital (IPEV)
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 envir
onment such that the loss
of any individual should not impact on ser
vice leve
ls;
• receiving reports from OrbiMed at each Board meeting, such report
the Company;
• meeting the wider team, outside the designated lead managers, at
team in investor updates; and
• delegating to the Management Engagement & Remuneration Committee,
r
esponsibility to perform an annual review of the service received fr
om
OrbiMed, including, , the team supporting the lead managers and
succession planning.
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
31
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.
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
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
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 86);
• 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
•
Europe Limited, the Company’s Depositary, and the Board receives regular
reports from J.P. Morgan Europe Limited.
BUSINESS REVIEW CONTINUED
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BUSINESS REVIEW CONTINUED
Service provider risk
The Board is reliant on the systems of the
Company’s service providers and as such
disruption to, or a failure of, those systems
could lead to a failure to comply with law and
regulations leading to reputational damage and/
The spread of an infectious disease, such as has
been seen as a result of the COVID-19 pandemic,
may again force governments to introduce rules
to restrict meetings and movements of people
and take other measures to prevent its spread,
which may cause disruption to the Company’s
operations.
To manage these risks the Board:
• receives a monthly compliance report from Frostrow
, which includes,
, 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 r
ecovery procedur
es of
its service providers;
• maintains a risk matrix with details of risks the Company is exposed to, the
contr
ols relied on to manage those risks and the frequency of the contro
ls
operation;
• receives updates on pending changes to the regulatory and legal environment
and progress towards the Company’s compliance with these; and
• the operational and regulatory risks arising from the CO
VID-19 pandemic,
and measur
es introduced to combat its spread, are discussed by
the
Board, with updates on operational resilience received from the Portfolio
Manager
, AIFM and other key service prov
iders.
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. In light of this, the Board has asked
OrbiMed to provide ESG reports at each Board
meeting, highlighting examples where ESG issues
influenced investment decisions and/or led to
engagement with an investee company.
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 page 25.
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, such as those
experienced as a consequence of the COVID-19
pandemic, and the risk of a global recession, are
likely to adversely affect the performance of the
Company’s investments.
In managing this risk the Board:
• reviews the Company’s Investment Objective in relation to mark
et, and
economic, conditions and the operation of the Company
’s peers;
• discusses at each Board meeting the Company’s future deve
lopment 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 operation of the discount/pr
emium control mechanism and Company
Board at each Board meeting on these activities.
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
33
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
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 and 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
COVID-19
The Board recognises that the spread of new coronavirus
(COVID-19) strains represents an area of continuing
risk, both to the Company’s investments, investment
performance and to its operations. The Portfolio Manager
has continued its dialogue with investee companies and the
Board has stayed in close contact with both the AIFM and
the Portfolio Manager and has been regularly monitoring
portfolio and share price developments. The Board has
also received assurances from all of the Company’s service
providers in respect of:
• their business continuity plans and the steps being
operations while ensuring the safety and well-being of
their employees;
• their cyber security measures including improved
user-access controls, safe remote working and evading
malicious attacks; and
• any increased risks of fraud resulting from weaknesses
in systems user access controls.
As the rate of vaccinations increases across the world, the
outlook is cautiously positive, but the Board will continue to
monitor developments as they occur.
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
register and will trade at a superior rating to its peers.
Frostrow actively promotes the Company in the following
ways:
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. Such meetings have been conducted
on a virtual basis during the COVID-19 pandemic;
Frostrow
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;
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
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 CONTROL MECHANISM (DCM)
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
buy-backs, where appropriate.
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BUSINESS REVIEW CONTINUED
The Board implemented the DCM in 2004. This established
a target level of no more than a 6% share price discount to
the NAV per share.
Under the DCM, when the discount reaches a level of 6% or
more, the Company’s shares may be bought back and held
as treasury shares (See Glossary beginning on page 94).
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.
Shareholders should note, however, that it remains possible
for the share price discount to the NAV per share to be
greater than 6% on any one day. This is due to the fact that
the share price continues to be influenced by overall supply
and demand for the Company’s shares in the secondary
market. The volatility of the NAV per share in an asset class
such as healthcare is another factor over which the Board
has no control.
In recent years the Company’s successful performance has
generated substantial investor interest. Whenever there are
market, the Company has the ability to issue new shares at
a small premium to the cum income NAV per share. This is
an effective share price premium management tool.
Details of share issuance and share buy-backs are set out
on page 45.
SOCIAL, ECONOMIC 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 six Directors, four of whom are
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 pages 45 and 46. During the Pandemic all of the Board
and Committee meetings were held via video conference.
Video conferencing has proved to be a very effective way of
holding meetings, and this medium will continue 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.
TASKFORCE FOR CLIMATE-RELATED
FINANCIAL DISCLOSURES (“TCFD”)
The Company notes the TCFD recommendations on
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.
LONG 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
these as far as possible, are shown on pages 28 to 33.
The Board believes it is appropriate to assess the
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
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
35
risks and uncertainties as shown on pages 28 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
liabilities as they fall due.
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
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
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 48. The Chairman’s Statement
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
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 Chairman’s Statement and the Business
Review on pages 4 to 7 and also on page 28, 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.
Representatives from other service providers are asked to
attend Board meetings when deemed appropriate.
Further details are set out overleaf.
BUSINESS REVIEW CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022STRATEGIC REPORT
36
Who? Why? How?
Stakeholder
group
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
New shares can be issued to meet demand
without net asset value per share dilution to
existing shareholders. Increasing the size of the
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. While such meetings
were conducted on a virtual basis during the
COVID-19 pandemic, meetings in person are now
being held again. In addition, the Chairman has
been available to engage with the Company’s
larger shareholders where required.
An analysis of the Company’s shareholder
register is provided to the Directors at each Board
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.
While
shar
eholder attendance was not possible
during the COVID-19 pandemic, shareholders
will be able to attend the 2022 Annual
General Meeting in person (subject to
any go
vernment restrictions).
In 2021,
shareholders were not able to attend the
Annual General Meeting in person. The
P
ortfolio Manager produced an online
shareholder pr
esentation which was followed
by an interactive question and answer
session.
• The Company’s website which hosts reports,
ar
ticles and insights, and monthly factsheets
• One-on-one and group investor meetings
•
a r
esolution, proposed at the Annual
General Meeting the Board will engage with
shareholders.
• The Boar
d will explain in its announcement of
the r
esults of the AG
M any actions it intends
to take to consult shareholders in order to
votes against.
• Fo
llowing any consultation, an update would
be published no later than six months after
the AGM and the Annual Report will detail
the impact shar
eholder fe
edback has had on
any decisions the Board has taken and any
actions or r
esolutions proposed.
BUSINESS REVIEW CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
37
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.
to time and as required. He engaged with a number of
investors on ESG issues.
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 (AGM), 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.
BUSINESS REVIEW CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022STRATEGIC REPORT
38
Who? Why? How?
Stakeholder group
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 COVID-19 pandemic meant that it was vital
to make certain there were adequate procedures
in place at the Company’s principal service
providers to ensure safety of their employees
and the continued high quality service to the
Company.
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
and collegiately.
The Board together with Frostrow have maintained
regular contact with the Company’s principal
service providers during the pandemic, as well
as carrying 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.
BUSINESS REVIEW CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 STRATEGIC REPORT
39
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.
•
The ongoing impact of the pandemic upon their business
and how components in the portfolio dealt with the
pandemic.
• Regular review of the make up of the investment portfolio.
• The integration of ESG factors into the Portfolio Manager’s
investment processes.
• The Board has received regular updates from the Portfolio
Manager throughout the pandemic and its impact on
investment decision making. In addition, the impact of new
working practices adopted by the Portfolio Manager as a
consequence of the pandemic have been reviewed by the
Board.
• 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.
• The Board sought and received assurances from all of the
Company’s service providers that steps had been taken to
ensuring the safety and well-being of their employees.
•
service providers, have been positive and the Directors
believe their continued appointment is in the best interests
of the Company.
• The Board agreed to continue to monitor the position
closely.
Key areas of engagement with the broker
•
The Board is cognisant that the trading of the Company‘s
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. 80,509 shares
were bought back during the year, and a further 223,842
shares were bought back since the year-end to 25 May
2022. 1,227,500 new shares were issued during the year,
no shares issued following the year-end to 25 May 2022.
(Please see the Chairman’s Statement on page 5 for further
information.)
BUSINESS REVIEW CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022STRATEGIC REPORT
40
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
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.
PERFORMANCE AND FUTURE DEVELOPMENTS
A review of the Company’s year, its performance and the
outlook for the Company can be found in the Chairman’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 Chairman’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 72 to 92) set out the
required statutory reporting measures of the Company’s
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 27.
By order of the Board
Frostrow Capital LLP
Company Secretary
26 May 2022
BUSINESS REVIEW CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 GOVERNANCE
41
SIR MARTIN SMITH SARAH BATES SVEN BORHO
BOARD OF DIRECTORS
Independent Non-Executive Chairman
Joined the Board in 2007 and became
Chairman in 2008
Annual remuneration year-end 2022:
£53,150pa
Sir Martin attends the Audit & Risk
Committee by invitation and is a member
of the Nominations and Management
Engagement & Remuneration Committees.
Sir Martin Smith has been involved in
almost
50 years. He was a founder and senior
partner of Phoenix Securities, becoming
Chairman of European Investment Banking
for Donaldson, Lufkin & Jenrette (DLJ)
following the acquisition of Phoenix by DLJ.
He was subsequently a founder of New Star
Asset Management Ltd.
Sir Martin has a number of other directorships
and business interests, including acting as
Chairman Emeritus of GP Bullhound, the
also a member of the Advisory Board of Cerno
Capital Partners LLP.
Sir Martin’s pro-bono interests include
being a founder of the Orchestra of the
Age of Enlightenment of which he is Life
President, and he has served on the boards
of a number of other arts organisations
including English National Opera, the
Glyndebourne Arts Trust and the Royal
Academy of Music and the Ashmolean
Museum. He is a Trustee of ClientEarth.
In 2008 Sir Martin with his family were
founding benefactors of the Smith School
of Enterprise and the Environment at Oxford
University.
No
Independent Non-Executive Director
Joined the Board in 2013
Annual remuneration year-end 2022:
£36,007pa
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.
7,200
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.
Sarah is non-executive Chair of Polar
Capital Technology Trust plc and a
non-executive 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 and a mentor for Chairmen
Mentors International.
Non-Executive Director
Joined the Board in 2018
Annual remuneration year-end 2022: Nil
Sven is not a member of any of the
Company’s Committees.
10,000
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
has played an integral role in the growth of
OrbiMed’s asset management activities.
He started his career in 1991 when he
a Senior Analyst covering European
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.
Sven is a Managing Partner of OrbiMed and
does not have any other appointments.
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022GOVERNANCE
42
HUMPHREY VAN DER KLUGT, FCA DOUG MCCUTCHEON DR BINA RAWAL
Independent Non-Executive Director
Joined the Board in 2016
Annual remuneration year-end 2022:
£41,133pa
A Chartered Accountant, Humphrey is
Chairman of the Audit & Risk Committee.
Humphrey is also a member of the
Management Engagement & Remuneration
and the Nominations Committees.
3,000
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
Accountant in 1979.
Humphrey is a non-executive Director of
Allianz Technology Trust PLC.
Independent Non-Executive Director
Joined the Board in 2019
Annual remuneration year-end 2021:
£33,573pa
Dr Rawal is a member of the Audit & Risk,
Management Engagement & Remuneration
and Nominations Committees.
1,810
Dr Rawal, a physician scientist with
25 years’ experience in Research and
Development, has held senior executive
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.
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.
Independent Non-Executive Director
Joined the Board in 2012
Annual remuneration year-end 2022:
£33,573pa
Doug is Chairman of the Management
Engagement & Remuneration Committee.
Doug is also a member of the Audit & Risk
and Nominations Committees.
20,000
Doug is the President of Longview Asset
Management Ltd., an independent
families, charities and endowments. Prior
to this, Doug was an investment banker
for 25 years at UBS and its predecessor
he was the head of Healthcare Investment
Banking for Europe, the Middle East, Africa
philanthropic organisations with a focus
on healthcare and education. He attended
Queen’s University, Canada.
Doug is a non-executive Director of
Labrador Iron Ore Royalty Corporation listed
on the Toronto Stock Exchange.
BOARD OF DIRECTORS CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 GOVERNANCE
43
REPORT OF THE DIRECTORS
The Directors present their Annual
Report on the affairs of the Company
statements and the Independent
Auditors’ Report for the year ended
31 March 2022.
SIGNIFICANT AGREEMENTS
Details of the services provided under these agreements are
included in the Strategic Report on pages 27 and 28.
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
9.
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.
Due to underperformance against the Benchmark during
the year, a reversal of prior period performance fee
provisions totalling £18.9 million occurred (2021: charge of
£31.7 million).
As at 31 March 2022 no performance fees were accrued
or payable (31 March 2021: £31.7 million). Of the 31 March
2021 accrual £12.9 million was paid and became payable
as at 30 June 2021 and £18.9 million was reversed due to
underperformance, as noted above. The performance fee
paid related to outperformance generated as at 30 June
2020 that was maintained to 30 June 2021.
Depositary agreement
The Company appointed J.P. Morgan Europe Limited
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 2022GOVERNANCE
44
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
held in custody by the Custodian and Prime Broker to the
Custodian and Prime Broker in accordance with 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
28 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”).
drawn overdraft as detailed in note 12 on page 85.
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 72 and 73. 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 2022, the
latest practicable date before publication of the Annual Report:
30 April 2022 31 March 2022
Shareholder
Number of
shares
% of issued
share
capital
Number of
shares
% of issued
share
capital
Rathbone Brothers plc
5,962,688 9.1 5,956,447
9.1
Investec Wealth & Investment Limited
4,784,176 7.3 4,763,731
7.3
Interactive Investor
4,066,312 6.2 4,043,547
6.2
Hargreaves Lansdown plc
3,865,715 5.9 3,812,568 5.8
Forsyth Barr
3,370,420 5.2 3,303,660
5.1
Charles Stanley & Co Limited
2,900,353 4.5 2,889,422
4.4
Brewin Dolphin
2,421,278 3.7 2,430,556 3.7
Quilter Cheviot Investment Management
2,396,904 3.7 2,346,563 3.6
Craigs Investment Partners
2,083,678 3.2
2,067,121 3.2
Embark Investment Services
2,008,353 3.1 2,031,031 3.1
BlackRock
2,003,967 3.1 2,003,967 3.1
As at 31 March 2022 the Company had 65,457,246 shares in issue (excluding 80,509 shares held in treasury). As at 30 April
2022 there were 65,233,404 shares in issue (excluding 304,351 shares held in treasury).
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 GOVERNANCE
45
REPORT OF THE DIRECTORS CONTINUED
DIRECTORS’ & OFFICERS’ LIABILITY
INSURANCE COVER
maintained by the Company during the year ended
that this policy will continue for the year ending 31 March
2023 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
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
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.
CAPITAL STRUCTURE
The Company’s capital structure is composed solely of
ordinary shares.
During the year, a total of 1,227,500 new shares were issued
at an average premium of 0.8% to the prevailing cum income
NAV per share. Also, 80,509 shares were repurchased during
the year at a discount of 8.4% to the prevailing cum income
NAV per share. These shares are held in treasury. Following
the year-end, to 25 May 2022, the latest practicable date
prior to the publication of this Annual Report, a further
223,842 shares were repurchased at a discount of 7.0% to
the cum income NAV per share. These shares are also held
in treasury. As of 25 May 2022 304,351 shares were held in
treasury (2021: Nil).
Since the year end, to 25 May 2022, no new shares have
been issued.
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 101.
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
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
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
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
therefore is exempt from the disclosures required under the
Streamlined Energy and Carbon Reporting criteria.
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022GOVERNANCE
46
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
Company.
CORPORATE GOVERNANCE
The Corporate Governance Report is set out on
48 to 54.
GOING CONCERN
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,
statements. The Company’s shareholders are asked every
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
net asset value, its cash flows and its expenses. Further
information is provided in the Audit & Risk Committee report
beginning on page 55.
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
pages 34 and 35, the Company’s cash balances, and the
liquidity of the Company’s listed investments, the Directors
resources to continue in operation for at least the next 12
months and that, accordingly, it is appropriate to continue
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
Report or a cross reference table indicating where the
no disclosures to be made under Listing Rule 9.8.4.
By order of the Board
Frostrow Capital LLP
Company Secretary
26 May 2022
REPORT OF THE DIRECTORS CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 GOVERNANCE
47
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance with
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; and
•
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate
the Company’s transactions and disclose with reasonable
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
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
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 Annual Report and the Financial Statements
have been prepared in accordance with applicable
accounting standards, give a true and fair view of the
year ended 31 March 2022;
• 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 taken
as a whole 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
Sir Martin Smith
Chairman
26 Ma
y 2022
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022GOVERNANCE
48
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 Capital LLP.
THE BOARD
Chairman – Sir Martin Smith
Senior Independent Director – Sarah Bates
Four 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 contro
ls 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
Chairman
Doug McCutcheon
All Independent Directors
Key responsibilities:
• to review r
egularly the
contracts, the performance and
remuneration of the Company’s
principal service providers; and
• to set the Dir
ectors’
Remuneration Policy of the
Company.
Chairman
Humphrey van der Klugt, FCA*
All Independent Dir
ectors
(excluding the Chairman,
Sir Martin Smith)
Key responsibilities:
•
r
eports;
• to oversee the risk and contro
l
reporting; and
• to review the per
formance of the
Company’s external Auditors.
Chair
Sarah Bates
All Independent Dir
ectors
Key responsibilities:
• to review regularly the Board’
s
structure and composition; and
• to make recommendations
for any changes or new
appointments.
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 2022 GOVERNANCE
49
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
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 48 to 54, forms part of the Report of the
Directors on pages 43 to 46.
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 six 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 and 42.
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 the
BOARD CULTURE
The Board aims to consider and discuss differences of
opinion, unique vantage points and to exploit fully areas
of expertise. The Chairman 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 page 33.
CORPORATE GOVERNANCE CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022GOVERNANCE
50
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
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 supports the principle that the Annual General
Meeting be used to communicate with private investors,
in particular. While the COVID-19 pandemic necessitated
different arrangements, shareholders are usually
encouraged to attend the Annual General Meeting, where
they are given the opportunity to question the Chairman,
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 Annual General Meeting.
Voting at the Annual General Meeting 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.
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
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 Capital LLP are also
in attendance at each Board meeting. The Chairman
encourages open debate to foster a supportive and
co-operative approach for all participants.
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
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 Chairman 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.
CORPORATE GOVERNANCE CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 GOVERNANCE
51
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;
• 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 48 to 54,
includes a statement of compliance with corporate
governance codes and best practice, and the Business
Review (pages 26 to 40) 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
Chairman’s Statement on page 5 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 chairman and other
non-executive directors
The tenure of each non-executive Director, including
the Chairman, is not ordinarily expected to exceed nine
years. However, the Board has agreed that the tenure
of the Chairman 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 Chairman
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 is, however, continuing the process of refreshing
its membership which will mean that certain Directors will
serve for longer than nine years to ensure that the changes
to be implemented are made in an orderly and structured
manner. Further details of this process can be found in the
Chairman’s Statement on pages 5 and 6.
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 52 for further
information.
Appointments to the board
The Nominations Committee considers annually the skills
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
CORPORATE GOVERNANCE CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022GOVERNANCE
52
appropriate range, balance and diversity of skills, experience
and knowledge. The Company is committed to ensuring
candidates.
Diversity policy
The Company supports the objectives of improving the
performance of corporate boards by encouraging the
appointment of the best people from a range of differing
perspectives and backgrounds. The Company recognises
on the Board and takes this into account in its Board
appointments. The Company is committed to ensuring
that its director search processes actively seek men and
can be made, on the basis of merit, against objective criteria
from a diverse selection of candidates. The Board actively
considers diversity during director searches.
The Board is continuing with the process of refreshing its
membership. Its intention is for there to continue to be not
less than one-third of its membership as women and for
there to be at least one Director from an ethnic minority
background.
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:
CORPORATE GOVERNANCE CONTINUED
Type and number of meetings held in 2021/22
Board
(4)
Audit & Risk
Committee
(2)
Nominations
Committee
(1)
Management
Engagement &
Remuneration
Committee
(1)
Sir Martin Smith^
4–11
Sarah Bates
4211
Sven Borho*
4–––
Dr David Holbrook+
11––
Humphrey van der Klugt
4211
Doug McCutcheon
4211
Dr Bina Rawal
4211
^ Sir Martin Smith is not a member of the Audit & Risk Committee
* Sven Borho does not sit on any of the Company’s Committees
+ Dr. Holbrook retired from the Board on 8 July 2021
All of the serving Directors attended the Annual General Meeting held on 8 July 2021.
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
Chairman was also evaluated by the Senior Independent
Director. The review concluded that the Board was working
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
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 re-election (with the exception of Sir Martin Smith
who will be retiring from the Board on the date of this year’s
AGM) at the forthcoming AGM for the following reasons:
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 GOVERNANCE
53
Sarah Bates has been a Director since May 2013. Sarah is a
past Chair of the Association of Investment Companies and
has a wealth of experience of the investment trust sector.
She has been involved in the UK savings and investment
industry in different roles for over 35 years. Sarah is the
Chair of the Nominations Committee and the Senior
Independent Director.
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, and Chairman of the Audit & Risk Committee.
Doug McCutcheon joined the Board in November 2012.
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
Engagement & Remuneration Committee. Doug will
become Chairman of the Company following the retirement
of Sir Martin Smith.
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
four global pharmaceutical companies. Bina will become
chair of the Management Engagement & Remuneration
Committee when Doug McCutcheon becomes Chairman of
the Company.
The Chairman 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
information. It is the Chairman’s responsibility to ensure
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
information is reliable. The Directors have a robust process
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
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
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 2022GOVERNANCE
54
BENEFICIAL OWNERS OF SHARES –
INFORMATION RIGHTS
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.
sheet are available to all shareholders. The Board, with the
advice of Frostrow, reviews the format of the annual and half-
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
authorised under the Financial Services and Markets
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
etc. v
enues, 1-3 Bonhill Street, London EC2A 4BX on
Wednesday, 6 July 2022 from 12.30 p.m. Please refer to the
Chairman’s Statement beginning on page 4 for details of
this year’s arrangements.
Resolutions relating to the following items of special
business will be proposed at the forthcoming Annual
General Meeting.
Resolution 11 Authority to allot shares
Resolution 12 Authority to disapply pre-emption rights
Resolution 13 Authority to sell shares held in Treasury
on a non pre-emptive basis
Resolution 14 Authority to buy-back shares
Resolution 15 Authority to hold General Meetings (other
than the Annual General Meeting) on at
least 14 clear days’ notice
The full text of the resolutions can be found in the Notice of
Annual General Meeting on pages 98 to 102. Explanatory
notes regarding the resolutions can be found on pages 103
and 104.
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
returns. OrbiMed may refer to the Board on any matters of
a contentious nature. The Board has reviewed OrbiMed’s
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 prov
ide 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
26 Ma
y 2022
CORPORATE GOVERNANCE CONTINUED
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55
AUDIT & RISK COMMITTEE REPORT
INTRODUCTION FROM THE CHAIRMAN
I am pleased to present my formal report to shareholders
as Chairman of the Audit & Risk Committee, for the year
ended 31 March 2022. During the year under review, a
decision was made to rename the Audit Committee as the
Audit & Risk Committee. The change was made because
the Committee carries out a full and thorough review of the
risks associated with the Company and the Board agreed
that this should better be reflected in the name of the
Committee.
COMPOSITION AND MEETINGS
The Committee comprises those Directors considered to
be independent by the Board. The Chairman of the Board
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 52. 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
I was appointed Chairman of the Committee in 2016 and
am a Fellow of the Institute of Chartered Accountants
in England and Wales, I am also the Chairman of the
Audit & Risk Committee of one other public company;
the other Committee members have a combination of
members can be assessed from the Directors’ biographies
set out on pages 41 and 42.
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,
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 28.
3. To develop and implement a policy for the engagement
work and its remuneration. Also, to be responsible for
the leadership of an audit tender process) and to have
primary responsibility for the Company’s relationship
process.
5. To review the independence and objectivity of the
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.
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.
SIGNIFICANT ISSUES CONSIDERED BY THE
AUDIT & RISK COMMITTEE DURING THE YEAR
Financial Statements
process involving input from a number of different areas.
balanced and understandable, the Board has requested that
the Committee advise on whether it considers these criteria
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 2022GOVERNANCE
56
AUDIT & RISK COMMITTEE REPORT CONTINUED
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
Financial Statements for the year ended 31 March 2022,
taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders
business model and strategy.
Audit Regulation
While the Committee has not had to consider any new audit
regulations in the past year, there have been a number of
initiatives to consider including with regard to the roles,
responsibilities and accountability of Directors, Audit
Committees, Auditors and the Regulator itself, with reports
published by Kingman, Brydon and the CMA. The Business
also published a report containing its views on the future of
audit. The Committee will continue to keep a close review of
developments.
In addition to this, the Committee also reviews the
outcomes of the FRC’s annual Audit Quality Reviews and
SIGNIFICANT REPORTING MATTERS
Overall accuracy of the annual report
The Committee dealt with this matter 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.
Valuation and ownership of the company’s
investments and derivatives
The Committee dealt with this matter by:
• ensuring that all investment holdings and cash/
deposit balances had been agreed to an independent
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
Company’s assets are safeguarded and to verify their
valuation);
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.
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
OTHER REPORTING MATTERS
COVID-19
The Committee continued to pay particular attention to
the effects and potential effects on the Company of the
COVID-19 pandemic. The long-term effect of the pandemic
on the global economy is becoming clearer and the
Committee will continue to monitor the impact of COVID-19,
which is also captured in the Company’s risk register.
In order to mitigate the business risks caused by the
pandemic, the Committee continues to review the
operational resilience of its various service providers, who
have continued to demonstrate their ability to provide
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 GOVERNANCE
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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 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
Company continues to meet the eligibility conditions on a
monthly basis.
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
27).
Accounting policies
During the year the Committee ensured that the accounting
policies, as set out on pages 76 to 79, 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.
Going concern
concern basis. Further detail is provided on page 46. The
included consideration of the cash and cash equivalent
and the analysis of portfolio liquidity, which estimated a
liquidation of c.92% of the portfolio within 10 trading days
Viability statement
The Committee also considered the longer-term viability of
the Company in connection with the Board’s statement in
the Strategic Report on pages 34 and 35. The Committee
cash flows and liquidity position), the principal risks and
tests and scenarios which considered the impact of severe
stock market volatility on shareholders’ funds. This included
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
its liabilities. In even the most stressed scenario, the
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
in operation and meet its liabilities as they fall due over the
and at least for the period of the assessment.
INTERNAL CONTROLS AND RISK
MANAGEMENT
As set out on page 28 the Board is responsible for the risk
assessment and review of internal controls of the Company,
objective.
The review covers the key business, operational, compliance
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;
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.
AUDIT & RISK COMMITTEE REPORT CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022GOVERNANCE
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which covers all 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
in mind any changes to the Company, its environment
Board.
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.
The Committee reviewed the Half Year Report and Financial
Statements, which are not audited or reviewed by the
s, 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.
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 AUDITORS
Meetings
This year the nature and scope of the audit together with
PricewaterhouseCoopers LLP’s audit plan were considered
by the Committee on 3 November 2021. I, as Chairman
of the Committee, had a separate meeting with them
The Committee then met PricewaterhouseCoopers LLP
on 23 May 2022 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
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 statement by the Auditors that they remain
independent within the meaning of the regulations and
their professional standards.
Remuneration
The Committee approved a fee of £46,725 for the audit
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 quoted 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
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
1: nil) were payable to the
Auditors during the year for agreed upon procedures in
relation to their review of the Company’s performance fee
payment.
that this did not impinge on their independence and is a
cost effective way for the Company to operate.
AUDIT & RISK COMMITTEE REPORT CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 GOVERNANCE
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AUDIT & RISK COMMITTEE REPORT CONTINUED
Appointment and tenure
PricewaterhouseCoopers LLP were appointed on
appointment has been renewed at each subsequent AGM.
the Company is subject to mandatory auditor rotation
to tender at least every 10 years, and change auditor at least
every 20 years. The Committee will, however, continue to
consider annually the need to go to tender for audit quality,
remuneration or independence reasons. Unless any such
in order that the successful candidate’s appointment or
re-appointment can be approved by shareholders at the
considered not just those who are considered to be part
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
PricewaterhouseCoopers LLP 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.
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
as well as assessing the Committee’s role in monitoring
accounting, risk management and internal controls,
compliance with corporate governance regulations and also
This year, an internal evaluation was completed and I am
and no matters of concern or requirements for change were
highlighted.
AUDIT & RISK COMMITTEE CONFIRMATION
out a review of the effectiveness of the system of internal
set out above and that:
place for the year under review and up to 27 May 2022.
This procedure is regularly reviewed by the Board; and
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.
Humphrey van der Klugt, FCA
Chairman of the Audit & Risk Committee
26 May 2022
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022GOVERNANCE
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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
the requirements of Section 421 of the Companies Act
2006 and the Enterprise and Regulatory Reform Act 2013.
A non-binding 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 63 to 71.
The Management Engagement & Remuneration 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
comparison with other companies of a similar structure
and size. This is in-line with the AIC Code.
A non-binding Ordinary Resolution proposing the
adoption of the Directors’ Remuneration Report was
put to shareholders at the Annual General Meeting of
the Resolution.
As noted in the Strategic Report, all of the Directors are
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
candidates of high calibre to be recruited. Directors are
remunerated in the form of fees payable monthly in arrears,
party. There are no long-term incentive schemes, share
option schemes, pension arrangements, bonuses, or other
Directors’ performance, either individually or collectively.
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 2022 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
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
be sought at the Annual General Meeting to be held in 2023.
Directors’ appointment
None of the Directors has a service contract. The terms of
their appointment provide that Directors shall retire and be
their appointment and to re-election annually thereafter. The
terms also provide that a Director may be removed without
Directors’ fees
Following a review by the Management Engagement &
Remuneration Committee it was agreed that the Directors’
fees would not be increased, with effect from 1 April 2022.
All of the Directors, as at the date of this report, served
employer’s national insurance contributions, if applicable.
The Directors are entitled to be reimbursed for reasonable
performance of their duties and attendance at Board and
General Meetings.
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 GOVERNANCE
61
Director
Year Ending
31 March 2023
Fee Level
(per annum)
2023 %
Change
Year Ended
31 March 2022
Fee Level
(per annum)
2022 %
Change
Chairman
£53,150 – £53,150 4.0
Audit & Risk Committee Chair £41,133 – £41,133 4.0
Senior Independent Director
£36,007 – £36,007
4.0
Director
£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
(£)
2022
Taxable
Expenses
(£)†
2022
Total (£)
2022
Fixed fees
(£)
2021
Taxable
Expenses
(£)†
2021
Total (£)
2021
Sir Martin Smith 8 November 2007 53,150 865 54,015 51,106 – 51,106
Humphrey Van Der Klugt 15 February 2016 41,133 – 41,133 39,551 – 39,551
Sarah Bates# 22 May 2013 35,389 – 35,389 32,282 – 32,282
Dr David Holbrook^ 8 November 2007 9,833 – 9,833 34,622 – 34,622
Doug McCutcheon 7 November 2012 33,573 – 33,573 32,282 – 32,282
Sven Borho* ––––––
Dr Bina Rawal 1 November 2019 33,573 – 33,573 32,282 – 32,282
Total 206,651 865 207,516 222,125 – 222,125
* Mr Borho has waived his Director’s fee.
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
2022
31 March
2021
Sir Martin Smith 11,871 11,871
2,725 2,725
Sarah Bates 7,200 7,200
Dr David Holbrook* – 1,094
Sven Borho 10,000 10,000
Humphrey van der Klugt 3,000 3,000
Doug McCutcheon 20,000 15,000
Dr Bina Rawal 1,810 1,000
56,606 51,890
DIRECTORS’ REMUNERATION REPORT CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022GOVERNANCE
62
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 2022
Mar
12
Mar
13
Mar
14
Mar
15
Mar
16
Mar
17
Mar
18
Mar
19
Mar
20
Mar
21
Mar
22
Benchmark (total return) (322.9%)
Rebased to 100 as at 31 March 2012
Source: Morningstar
WWH Share Price (total return) (359.7%)
0
100
200
300
400
500
600
700
%
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 2021 and 2022.
Annual statement
Remuneration Policy, set out on page 60 of this Annual
Report, and Directors’ Remuneration Report set out on
page 60 to 62 summarise, as applicable, for the year to
remuneration made during the year; and
decisions have been taken.
Doug McCutcheon
Chair of the Management Engagement & Remuneration
Committee
26 May 2022
DIRECTORS’ REMUNERATION REPORT CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 GOVERNANCE
63
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
WORLDWIDE HEALTHCARE TRUST PLC
REPORT ON THE AUDIT OF THE FINANCIAL
STATEMENTS
Opinion
statements:
• give a true and fair view of the state of the Company’s
affairs as at 31 March 2022 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
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.
within the Annual Report, which comprise: the Statement
of Financial Position as at 31 March 2022; the Income
Statement, the Statement of Changes in Equity and the
Statement of Cash Flows for the year then ended; and
Our opinion is consistent with our reporting to the Audit &
Risk Committee.
Basis for opinion
We conducted our audit in accordance with International
statements section of our report. We believe that the audit
provide a basis for our opinion.
Independence
We remained independent of the Company in accordance
with the ethical requirements that are relevant to our
the FRC’s Ethical Standard, as applicable to listed public
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.
Other than those disclosed in the Audit & Risk Committee
Report, 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
“AIFM”) to manage its assets.
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 2022GOVERNANCE
64
Key audit matters
• Income from Investments
Materiality
£17,700,000).
The scope of our audit
As part of designing our audit, we determined materiality
and assessed the risks of material misstatement in the
In planning our audit, we made enquiries of management
The Directors and the AIFM concluded that there was
evaluation of this included assessing how the Directors
had incorporated climate risk factors into the key area
being in relation to the process of valuation of unlisted
investments. We also considered the consistency of the
climate change disclosures included in the Strategic Report
audit.
Key audit matters
Key audit matters are those matters that, in the auditors’
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
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Consideration of the impacts of COVID-19 and calculation
of the performance fee accrual, which were key audit
matters last year, are no longer included because of
the reduced uncertainty of the impact of COVID-19 and
the absence of a performance fee in the current year.
Otherwise, 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 2022 GOVERNANCE
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Key audit matter How our audit addressed the key audit matter
Income from investments
Refer to page 56
page 7880
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
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,
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
We assessed the accounting policy for income recognition for
compliance with accounting standards and the AIC SORP and
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 and
losses, we sample tested the valuation of the portfolio at the
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.
accordance with the AIC SORP.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC
CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022GOVERNANCE
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Key audit matter How our audit addressed the key audit matter
Valuation and existence of investments
Refer to pages 56
page 7784
the Financial Statements).
The investment portfolio at 31 March 2022 principally
comprised listed equity investments and unquoted
debt and equity investments totalled £2,379,848,000.
investments because investments represent the
principal element of the net asset value as disclosed
statements.
We tested the valuation of all listed investments by agreeing the
prices used in the valuation to independent third party sources.
LLC, as at 31 March 2022.
For unquoted investments we understood and evaluated the
valuation methodology applied, by reference to the International
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
used;
• assessing the potential impact of climate change on the
valuation of the unquoted investments; and
• assessing the ongoing impact of COVID-19 and 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
circumstances or consistent with appropriate third party
testing.
by agreeing a sample of the holdings to independently obtained
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC
CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 GOVERNANCE
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How we tailored the audit scope
statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the
industry in which it operates.
accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
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
Overall Company materiality
How we determined it
A.
Rationale for benchmark applied We have applied this benchmark, a generally accepted auditing practice for investment
trust audits, in the absence of indicators that an alternative benchmark would be
appropriate and because we believe this 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
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.
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 2022GOVERNANCE
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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 ongoing impact of Covid-19 and 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
• reviewing the Directors’ assessment of the Company’s
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 implications of 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
or conditions that, individually or collectively, may cast
going concern for a period of at least twelve months from
the directors’ use of the going concern basis of accounting
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
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
our auditors’ report thereon. The directors are responsible
statements does not cover the other information and,
form of assurance thereon.
our responsibility is to read the other information and,
in doing so, consider whether the other information is
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 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 giv
en in the Strategic report
and the Report of the Directors for the year ended 31
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
Repor
t 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 2022 GOVERNANCE
69
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
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
during the audit, and we have nothing material to add or
draw attention to in relation to:
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
are being managed or mitigated;
about whether they considered it appropriate to
adopt the going concern basis of accounting in
uncertainties to the Company’s ability to continue to do
so over a period of at least twelve months from the date
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
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
Our review of the Directors’ statement regarding the
longer-term viability of the group 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
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
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
the audit
statements
Responsibilities, the directors are responsible for the
give a true and fair view. The directors are also responsible
for such internal control as they determine is necessary to
from material misstatement, whether due to fraud or error.
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 2022GOVERNANCE
70
Auditors’ responsibilities for the audit of the
Our objectives are to obtain reasonable assurance about
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
error and are considered material if, individually or in the
the economic decisions of users taken on the basis of these
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,
capable of detecting irregularities, including fraud, is
detailed below.
Based on our understanding of the Company and industry,
with laws and regulations related to breaches of section
which non-compliance might have a material effect on
statements such as the Companies act 2006. We evaluated
management’s incentives and opportunities for fraudulent
of override of controls), and determined that the principal
risks were related to posting inappropriate journal entries
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
2010, including recalculation of numerical aspects of
the eligibility conditions;
• challenging assumptions and judgements made by
in particular in relation to the valuation of unquoted
• 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
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
a material misstatement due to fraud is higher than the
risk of not detecting one resulting from error, as fraud may
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
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
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC
CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 GOVERNANCE
71
is shown or into whose hands it may come save where
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to
y
ou if, in our opinion:
• we have not obtained all the information and
• adequate accounting records have not been kept by the
Company
, or returns adequate for our audit have
not
been r
eceived from branches not visited by us; or
by law are not made; or
Remuneration Report to be audited are not in agreement
with the accounting records and returns.
responsibility.
Appointment
Following the recommendation of the Audit & Risk
of total uninterrupted engagement is 8 years, covering the
years ended 31 March 2015 to 31 March 2022.
Allan McGrath (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Edinburgh
26 May 2022
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC
CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FINANCIAL STATEMENTS
72
2022 2021
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
(Losses)/gains on investments 9
– (152,475) (152,475) – 517,267 517,267
Exchange losses on currency
balances
– (6,342) (6,342) – (6,076) (6,076)
Income from investments 2 23,471 – 23,471 19,247 – 19,247
AIFM, portfolio management and
performance fees
3 (938) 1,061 123 (853) (47,963) (48,816)
Other expenses
4 (1,305) (529) (1,834) (1,338) (155) (1,493)
21,228 (158,285) (137,057) 17,056 463,073 480,129
Finance costs
5 (40) (761) (801) (20) (379) (399)
21,188 (159,046) (137,858) 17,036 462,694 479,730
Taxation on net return
6 (3,668) – (3,668) (2,712) – (2,712)
17,520 (159,046) (141,526) 14,324 462,694 477,018
7 26.8p (243.5) (216.7) 24.1p 777.8p 801.9p
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 2022
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 FINANCIAL STATEMENTS
73
£’000
Capital
reserve
£’000
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’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)
16,385 8,221 841,599 1,381,038 20,990 2,268,233
FOR THE YEAR ENDED 31 MARCH 2021
£’000
Capital
reserve
£’000
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
At 1 April 2020
13,406 8,221 418,441 1,079,934 18,296 1,538,298
Net return after taxation
– – – 462,694 14,324 477,018
Second interim dividend paid in respect of year
ended 31 March 2020
––––(10,512) (10,512)
Interim dividend paid in respect of year ended
31 March 2021
––––(3,967) (3,967)
New shares issued
2,672 – 377,916 – – 380,588
16,078 8,221 796,357 1,542,628 18,141 2,381,425
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FINANCIAL STATEMENTS
74
Notes
2022
£’000
2021
£’000
Investments 9
2,379,848 2,416,038
Derivative – OTC swaps
9 & 10 283 18,864
2,380,131 2,434,902
Current assets
Debtors
11 14,724 18,172
Cash
26,594 29,595
41,318 47,767
Current liabilities
Creditors: amounts falling due within one year
12 (147,804) (92,932)
Derivative – OTC swaps
9 & 10 (5,412) (8,312)
(153,216) (101,244)
(111,898) (53,477)
Total net assets
2,268,233 2,381,425
Share capital
13 16,385 16,078
Capital redemption reserve
8,221 8,221
Share premium account
841,599 796,357
Capital reserve
17 1,381,038 1,542,628
Revenue reserve
20,990 18,141
2,268,233 2,381,425
14 3,465.2p 3,703.0p
72 to 92 were approved by the Board of Directors and authorised for issue on 26 May 2022 and were
signed on its behalf by:
Chairman
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 2022
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 FINANCIAL STATEMENTS
75
Notes
2022
£’000
2021
£’000
18 (13,329) 931
Purchases of investments and derivatives
(1,330,279) (1,709,998)
Sales of investments and derivatives
1,253,138 1,481,508
Realised (loss)/gain on foreign exchange transactions
(5,541) 3,205
(82,682) (225,285)
Issue of shares
13 48,126 378,728
Shares repurchased
13
(2,544) –
Equity dividends paid
(14,671)
(14,479)
Interest paid
(801)
(399)
30,110 363,850
(65,901) 139,496
Cash flows from operating activities include interest received of £968,000 (2021: £1,265,000) and dividends received of £23,853,000
RECONCILIATION OF NET CASH FLOW MOVEMENT TO MOVEMENT IN NET DEBT
2022
£’000
2021
£’000
(Increase)/decrease in net debt resulting from cashflows
(65,901) 139,496
Losses on foreign currency cash and cash equivalents
(801) (9,281)
(66,702) 130,215
Net debt at 1 April
(20,301) (150,516)
(87,003) (20,301)
Net debt includes the bank overdraft of £113,597,000 (2021: £49,896,000) (see note 12) and cash as per the balance sheet of £26,594,000
(2021: £29,595,000).
The accompanying notes are an integral part of this statement.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2022
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FINANCIAL STATEMENTS
76
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
statements, are set out below:
(A) Basis of preparation
The Board has considered a detailed assessment of the Company’s ability to meet its liabilities as they fall due, including stress and
Further information on the assumptions used in the stress scenarios is provided in the Audit & Risk Committee report beginning on
page 55
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
In addition, investments and derivatives held at fair value are categorised into a fair value hierarchy based on the degree to which the
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), eithe
r
directly or indirectly.
• Level 3 – Inputs are unobservable (i.e. for which market data is unavailable).
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.
evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 FINANCIAL STATEMENTS
77
1. ACCOUNTING POLICIES continued
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
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
there is no single key assumption used in the valuation of the unquoted investments, or other key source of estimation uncertainty,
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,
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
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.
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 2022FINANCIAL STATEMENTS
78
1. ACCOUNTING POLICIES continued
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.
(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.
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
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 2022 FINANCIAL STATEMENTS
79
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 provided for at the rate of tax enacted or substantially enacted.
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.
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.
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.
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.
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.
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 2022FINANCIAL STATEMENTS
80
1. ACCOUNTING POLICIES continued
are shown in the Statement of Changes in Equity.
Cash comprises cash at bank and cash equivalents are short-term, highly liquid investments that are readily convertible to known
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
2022
£’000
2021
£’000
Overseas dividends
19,678 16,730
Fixed interest income
772 999
UK dividends
2,825 1,449
23,275 19,178
Derivatives
151 –
Deposit interest
45 24
Income from liquidity stocks
–45
23,471 19,247
Dividends
22,503 18,179
Interest
968 1,068
23,471 19,247
3. AIFM, PORTFOLIO MANAGEMENT AND PERFORMANCE FEES
2022 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
AIFM fee
160 3,046 3,206 152 2,892 3,044
Portfolio management fee
778 14,781 15,559 701 13,323 14,024
Performance fee (reversal)/charge*
– (18,888) (18,888) – 31,748 31,748
938 (1,061) (123) 853 47,963 48,816
* 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 (2021: charge of £31,748,000).
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 FINANCIAL STATEMENTS
81
3. AIFM, PORTFOLIO MANAGEMENT AND PERFORMANCE FEES continued
See page 43 for further information on the performance fee.
Further details on the above fees are set out in the Strategic Report on pages 27 and 28 and in the Report of the Directors on
pages 43 and 44.
4. OTHER EXPENSES
2022
£’000
2021
£’000
Directors’ remuneration
207 222
Employer’s NIC on Directors’ remuneration
20 20
47 49
Auditors’ remuneration for non-audit services
5–
Depositary and custody fees
213 177
Listing fees*
77 461
Registrar fees
63 48
Legal and professional costs
255 78
Broker fees
117 30
Other costs
301 253
1,305 1,338
Professional fees (Capital)^
529 155
1,834 1,493
Details of the amounts paid to Directors are included in the Directors’ Remuneration Report on page 61.
* 2021 includes £405,000 in respect of London Stock Exchange block listing fees required as a result of the issuance of new shares by the Company during the year.
^ Professional fees in respect of acquisition of unquoted investments.
5. FINANCE COSTS
2022 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Finance costs
40 761 801 20 379 399
6. TAXATION ON NET RETURN
2022 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Corporation tax at 19% (2020: 19%)
––––––
Overseas taxation
3,668 – 3,668 2,712 – 2,712
3,668 – 3,668 2,712 – 2,712
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FINANCIAL STATEMENTS
82
6. TAXATION ON NET RETURN continued
Approved investment trusts are exempt from tax on capital gains made within the Company.
The tax charged for the year is lower (2021: lower) than the standard rate of corporation tax of 19% (2021: 19%).
2022 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return before taxation
21,188 (159,046) (137,858) 17,036 462,694 479,730
Corporation tax at 19% (2021: 19%)
4,026 (30,219) (26,193) 3,237 87,912 91,149
Non-taxable gains on investments
– 30,175 30,175 – (97,126) (97,126)
Overseas withholding taxation
3,668 – 3,668 2,712 – 2,712
Non taxable dividends
(4,276) – (4,276) (3,468) – (3,468)
Excess management expenses
250 44 294 231 9,214 9,445
3,668 – 3,668 2,712 – 2,712
No provision for deferred taxation has been made in the current or prior year. The Company has not provided for deferred tax
because of its status as an investment trust company.
The Company has not recognised a deferred tax asset of £45,055,000 (25% tax rate) (2021: £33,851,000 (19% tax rate)) as a
result of excess management expenses and loan expenses. It is not anticipated that these excess expenses will be utilised in
the foreseeable future.
7. RETURN PER SHARE
2022
£’000
2021
£’000
Revenue return
17,520 14,324
Capital (loss)/return
(159,046) 462,694
(141,526) 477,018
Weighted average number of ordinary shares in issue during the year
65,307,132 59,487,545
Revenue return per ordinary share
26.8p 24.1p
Capital (loss)/return per ordinary share
(243.5p) 777.8p
(216.7p) 801.9p
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 2022 FINANCIAL STATEMENTS
83
8. DIVIDENDS
not recognised until they are paid. They are also debited directly from reserves. Amounts recognised as distributable in these
2022
£’000
2021
£’000
Second interim dividend in respect of the year ended 31 March 2020
– 10,512
Interim dividend in respect of the year ended 31 March 2021
– 3,967
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 –
14,671 14,479
In respect of the year ended 31 March 2022, an
dividend of 19.5p will be payable, subject to shareholder approval, on 15 July 2022, the associated ex dividend date will be
9
June 2022. The total dividends payable in respect of the year ended 31 March 2022 amount to 26.5p per share (2021:
5 May 2022, will be
Corporation Tax Act 2010 are considered, are set out below.
2022
£’000
2021
£’000
Revenue available for distribution by way of dividend for the year
17,520 14,324
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 2021
– (3,967)
Final dividend in respect of the year ended 31 March 2021
– (10,085)
213 272
* based on 65,233,404 shares in issue as at 25 May 2022.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FINANCIAL STATEMENTS
84
9. INVESTMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS
£’000
£’000
Derivative
Net
£’000
Total
£’000
Cost at 1 April 2021
1,887,379 126,577 – 2,013,956
Investment holdings gains at 1 April 2021
388,030 14,052 10,552 412,634
Valuation at 1 April 2021
2,275,409 140,629 10,552 2,426,590
Movement in the year:
1,284,504 69,066 – 1,353,570
(1,243,999) (15,622) 6,304 (1,253,317)
Transfer between levels*
44,424 (44,424) – –
Net movement in investment holding gains
(152,963) 22,824 (21,985) (152,124)
2,207,375 172,473 (5,129) 2,374,719
Cost at 31 March 2022
1,952,701 136,760 – 2,089,461
Investment holding gains/(losses) at 31 March 2022
254,674 35,713 (5,129) 285,258
2,207,375 172,473 (5,129) 2,374,719
* See Note 16.
The Company received £1,253,317,000 (2021: £1,484,698,000) from investments and derivatives sold in the year. The book
cost of these was £1,278,065,000 (2021: £1,217,151,000). 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.
2022
£’000
2021
£’000
Net movement in investment holding (losses)/gains in the year
(130,139) 483,612
Net movement in derivative holding (losses)/gains in the year
(21,985) 33,760
Effective interest rate amortisation
(351) (105)
(152,475) 517,267
Purchase transaction costs were £1,668,000 (2021: £2,808,000). Sales transaction costs were £1,244,000 (2021: £1,352,000).
These comprise mainly commission and stamp duty.
10. DERIVATIVE FINANCIAL INSTRUMENTS
2022
£’000
2021
£’000
Fair value of OTC equity swaps (asset)
283 18,864
Fair value of OTC equity swaps (liability)
(5,412) (8,312)
(5,129) 10,552
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 2022 FINANCIAL STATEMENTS
85
11. DEBTORS
2022
£’000
2021
£’000
Amounts due from brokers
10,581 10,402
Issue of own shares awaiting settlement
– 2,577
Withholding taxation recoverable
2,587 2,295
–66
Prepayments and accrued income
1,556 2,832
14,724 18,172
12. CREDITORS AMOUNTS FALLING DUE WITHIN ONE YEAR
2022
£’000
2021
£’000
Amounts due to brokers
30,131 6,840
Overdraft drawn*
113,597 49,896
Performance fee provision**
– 31,748
Other creditors and accruals
4,076 4,448
147,804 92,932
* 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 90, 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
** As at 31 March 2022 no performance fees were accrued or payable (31 March 2021: £31.7 million). Of the 31 March 2021 accrual, £12.9 million crystallised and
became payable as at 30 June 2021 and £18.9 million reversed due to underperformance, as set out in note 3. The performance fee paid related to outperformance
generated as at 30 June 2020 that was maintained to 30 June 2021.
13. SHARE CAPITAL
Total
in issue
Issued and fully paid at 1 April 2021
64,310,255 – 64,310,255
New shares issued
1,227,500 – 1,227,500
Shares purchased for treasury
(80,509) 80,509 –
At 31 March 2022
65,457,246 80,509 65,537,755
2022
£’000
2021
£’000
Issued and fully paid:
Ordinary Shares of 25p
16,385 16,078
During the year ended 31 March 2022 1,227,500 shares were issued raising £45,549,000 and 80,509 shares were
repurchased into Treasury at a cost of £2,544,000 (2021: 10,690,977 shares were issued raising £380,588,000 and no shares
were repurchased).
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FINANCIAL STATEMENTS
86
14. NET ASSET VALUE PER SHARE
2022 2021
Net asset value per share
3,465.2p 3,703.0p
The net asset value per share is based on the assets attributable to equity shareholders of £2,268,233,000 (2021:
£2,381,425,000) and on the number of shares in issue at the year end of 65,457,246 (2021: 64,310,255).
15. RELATED PARTIES
The following are considered to be related parties:
• Frostr
ow Capital LLP (under the Listing Rules only)
• OrbiMed Capital LLC
• The Directors of the Company
Details of the relationship between the Company and Frostrow Capital LLP, the Company’s AIFM, and OrbiMed Capital LLC,
the Company’s Portfolio Manager, are disclosed on pages 27 and 28 and page 43. Sven Borho, who joined the Board on
7 June 2018, is a Managing Partner at OrbiMed. Sven Borho has waived his Director’s fee of £33,573 (2021: £32,282). Details
of fees paid to OrbiMed by the Company can be found in note 3 on page 80. All material related party transactions have been
disclosed in notes 3 and 4 on pages 80 and 81.
Details of the remuneration of all Directors can be found on page 61. Details of the Directors’ interests in the capital of the
Company can also be found on page 61.
Capital LLP, the Company’s AIFM. Details of the fees paid to Frostrow Capital LLP by the Company can be found in note 3
80.
16. FINANCIAL INSTRUMENTS
loans 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 as stated on pages 8 and 9. 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.
(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, are set out in
the Strategic Report on pages 28 to 33 and 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.
As noted in the Strategic Report, on pages 8 and 9, equity swaps are used within the Company’s portfolio.
94.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 FINANCIAL STATEMENTS
87
16. FINANCIAL INSTRUMENTS continued
OTC
The Company uses OTC equity swap positions to gain access to the Indian and Chinese markets either when it is more cost
effective to gain access via swaps or to gain exposure to thematic baskets of stocks.
as set out on pages 10 and 11.
* See glossary beginning on page 94.
Swap trades and OTC derivatives are traded under ISDA† Master Agreements. The Company currently has such agreements
other circumstances not expected to arise in the normal course of business. As the right of set-off is not unconditional, for
†International Swap Dealers Association Inc.
In pursuance of the Company’s Investment Objective the Company’s portfolio, including its derivatives, is exposed to the risk
of fluctuations in mark
et 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, as set out on pages 29 and 30.
The Company’s gross exposure to other price risk is represented by the fair value of the investments and the underlying
exposur
e through the derivative investments held at the year end as shown in the table below.
2022 2021
Assets
£’000
Liabilities
£’000
Notional*
£’000
Assets
£’000
Liabilities
£’000
Notional*
£’000
Investments
2,379,848 – 2,379,848 2,416,038 – 2,416,038
OTC equity swaps
283 (5,412) 135,018 18,864 (8,312) 145,636
2,380,131 (5,412) 2,514,866 2,434,902 (8,312) 2,561,674
* The notional exposure is calculated in accordance with the AIFMD requirements for calculating exposure via derivatives. See glossary beginning on page 97.
date had been 25% higher or lower (2021: 25% higher or lower) while all other variables remained constant: the revenue return
would have decreased/increased by £0.2 million (2021: £0.2 million); the capital return would have increased by £608.4 million
(2021: £540.4 million)/decreased by £625.4 million (2021: £604.0 million); and, the return on equity would have increased by
£608.2 million (2021: £540.1 million)/decreased by £625.2 million (2021: £603.8 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 2022FINANCIAL STATEMENTS
88
16. FINANCIAL INSTRUMENTS continued
(the Company’s functional currency, and the currency in which it reports its results). As a result, movements in exchange
The fair values of the Company’s monetary assets and liabilities that are denominated in foreign currencies are shown below.
2022 2021
Current
assets
£’000
Current
liabilities
£’000
£’000
Current
assets
£’000
Current
liabilities
£’000
£’000
U.S. dollar
64,264 (169,551) 1,821,239 72,352 (99,943) 2,034,533
Swiss franc
2,202 – 113,899 1,513 – 47,411
Japanese yen
332 114 83,225 858 – 42,203
Hong Kong dollar
851 (851) 190,260 – – 179,407
Other
155 – 30,803 489 – 17,642
67,804 (170,288) 2,239,426 75,212 (99,943) 2,321,196
The following table details the sensitivity of the Company’s net return for the year and shareholders’ funds to a 10% increase
and decr
ease in sterling against the relevant currency (2021: 10% increase and decrease).
These percentages have been determined based on market volatility in exchange rates over the previous 12 months. The
date.
2022 2021
£’000
£’000
CHF
£’000
£’000
£’000
£’000
CHF
£’000
£’000
Sterling depreciates
206,233 9,297 12,900 21,140 238,003 4,785 5,436 19,934
Sterling appreciates
(168,736) (7,606) (10,555) (17,296) (194,730) (3,915) (4,448) (16,310)
Interest rate changes may affect:
– the interest payable on the Company’s variable rate borrowings;
The Company’s main exposure to interest rate risks is through its overdraft facility with J.P. Morgan Securities LLC, which is
floating interest rates, is shown below.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 FINANCIAL STATEMENTS
89
16. FINANCIAL INSTRUMENTS continued
At 31 March 2022, the Company held 0.4% of the portfolio in securitised debt (2021: 0.7% of the portfolio). The exposure is
shown in the table below.
2022 2021
rate is
Years
interest
rate
%
rate
£’000
rate
£’000
rate is
Years
interest
rate
%
rate
£’000
rate
£’000
Unquoted debt
investments
2.9 2.6 5,024 – 3.9 2.6 6,945 4,486
Cash
– 56,336 – 40,858
Overdraft facility
– (143,339) – (61,159)
Financed swap
positions
– (140,147) – (135,084)
5,024 (227,150) 6,945 (150,899)
All interest rate exposures are held in U.S. dollars.
(2021: £11.3 million) was offset against the overdraft position.
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 Mar
ch 2022 and the net assets would increase/decrease by £2.3 million (2021: increase/decrease by £1.5 million).
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.
can be required, are as follows:
2022 2021
3 to 12
£’000
or less
£’000
3 to 12
£’000
or less
£’000
Ov
erdraft facility
– 143,339 – 61,159
Amounts due to brokers and accruals – 30,131 – 6,840
OTC equity swaps 5,412 – 8,312 –
5,412 173,470 8,312 67,999
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FINANCIAL STATEMENTS
90
16. FINANCIAL INSTRUMENTS continued
£56.3 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.
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 31, 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 2022 such assets held by J.P. Morgan Securities LLC are
94 for further information). As at 31 March 2022, assets
with a total market value of £203.1 million (2021: £106.9 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).
2022
£’000
2021
£’000
Unquoted debt investments
5,024 11,430
Derivative – OTC equity swaps
283 18,864
Other receivables (amounts due from brokers, dividends and interest receivable)
14,724 18,172
Cash
26,594 29,595
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, bank overdraft and amounts due under the loan facility).
measurements. The hierarchy has the following levels:
• Level 1 – quoted prices (unadjusted) in active mark
ets 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 2022 FINANCIAL STATEMENTS
91
16. FINANCIAL INSTRUMENTS continued
As of 31 March 2022
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
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
10
to 11
in Note 1(b).
During 2022 four unquoted investments were transferred to Level 1 following their initial public offerings.
As of 31 March 2021
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
2,275,409 – 140,629 2,416,038
Derivatives: OTC swaps (assets)
– 18,864 – 18,864
Derivatives: OTC swaps (liabilities)
– (8,312) – (8,312)
Financial instruments measured at fair value
2,275,409 10,552 140,629 2,426,590
As at 31 March 2021, three debt, eleven
level 3 positions have been valued using an independent third party pricing source or using the price of a recent transaction.
During 2021 three unquoted investments were acquired and subsequently transferred to Level 1 following their initial public
offerings.
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 r
eturn 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 8.
As at 31 March 2022, the Company had a net leverage percentage of 10.9% (2021: 7.6%).
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 74.
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 2022FINANCIAL STATEMENTS
92
17. CAPITAL RESERVE
Capital Reserves
£’000
Gains*
£’000
Total
£’000
At 31 March 2021
966,717 575,911 1,542,628
Net losses on investments
(25,105) (127,370) (152,475)
Expenses charged to capital
(229) – (229)
Exchange loss on currency balances
(6,342) – (6,342)
Shares repurchased for Treasury
(2,544) – (2,544)
932,497 448,541 1,381,038
* Investment holding gains relate to the revaluation of investments and derivatives held at the reporting date. (See note 9 beginning on page 84 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 FROM OPERATING
ACTIVITIES
2022
£’000
2021
£’000
(Loss)/return
(137,057) 480,129
158,285 (463,073)
21,228 17,056
Expenses charged to capital
532 (48,118)
Decrease in other debtors
1,342 934
(Decrease)/increase in provisions, and other creditors and accruals
(32,120) 33,302
Net taxation suffered on investment income
(3,960) (2,138)
Amortisation
(351) (105)
(13,329) 931
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 FURTHER INFORMATION
93
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 Wednesday, 6 July 2022 from 12.30 p.m.
Please refer to the Chairman’s Statement on pages 4 to 7
for details of this year’s arrangements.
Dividends
The Company pays an interim 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.
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
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.
% of Ordinary Shares held at 31 March.
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FURTHER INFORMATION
94
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
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
Alternative performance measure (‘APM
An APM is a numerical measure of the Company’s current,
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.
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
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 ar
e
equivalent to holding the underlying equity position with
the exception of additional counterparty risk and not
possessing voting rights in the underlying; and,
•
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
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
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
Basket Swap is more cost effective and operationally
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 2022 FURTHER INFORMATION
95
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*
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.
2022
2021
Fair Value Exposure* Fair Value Exposure*
Investments 2,379,848 2,379,848 2,416,038 2,416,038
OTC equity swaps (5,129) 135,018 10,552 145,636
2,374,719 2,514,866 2,426,590 2,561,674
Shareholders’ funds 2,268,233 2,381,425
Leverage % 10.9% 7.6%
* Calculated in accordance with AIFMD requirements using the Commitment Method
MSCI World Health Care IB
The MSCI World Health Care Index is designed to capture the large and mid capitalisation segments across 23 developed
(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
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 2022FURTHER INFORMATION
96
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
2022
p
2021
p
Opening NAV 3,703.0 2,868.9
(Decrease)/increase in NAV
(237.8) 834.1
Closing NAV 3,465.2 3,703.0
% (decrease)/increase in NAV
(6.4%) 29.1%
Impact of reinvested dividends
0.6%
0.9%
NAV Total Return 30.0%
Ongoing Charges*
performance fees and exceptional items, and expressing them as a percentage of the average daily net asset value of the
Company over the year.
2022
2021
AIFM & Portfolio Management fees (Note 3) 18,765 17,068
Other Expenses – Revenue (Note 4) 1,305 1,338
Total Ongoing Charges 20,070 18,406
Performance fees paid/crystallised 12,861 –
Total 32,931 18,406
Average net assets 2,356,131 2,112,164
Ongoing Charges 0.9% 0.9%
1.4% 0.9%
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
2022
p
2021
p
Opening share price 3,695.0 2,920.0
(Decrease)/increase in share price
(420.0) 775.0
Closing share price 3,275.0 3,695.0
% (decrease)/increase in share price
(11.4%) 26.5%
Impact of reinvested dividends 0.6% 0.9%
Share Price Total Return 27.4%
* Alternative Performance Measure
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 FURTHER INFORMATION
97
RETAIL INVESTORS ADVISED BY IFAS
The Company currently conducts its affairs so that its shares can be recommended by Independent Financial Advisers (‘IFAs’)
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
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
The Share Centre https://www.share.com/
HOW TO INVEST
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FURTHER INFORMATION
98
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Worldwide Healthcare Trust PLC will be held at etc. venues 1-3
Bonhill Street, London EC2A 4BX on Wednesday, 6 July 2022 from 12.30 p.m. for the following purposes:
ORDINARY BUSINESS
2022
19.5p per ordinary share for the year ended 31 March 2022
3. To approve the Company’s dividend policy, as set out on page 26 of the Annual Report for the year ended 31 March 2022
4. To re-elect Mrs Sarah Bates as a Director of the Company
5. To re-elect Mr Humphrey van der Klugt as a Director of the Company
6. To re-elect Mr Doug McCutcheon as a Director of the Company
7. To re-elect Mr Sven Borho as a Director of the Company
8. To re-elect Dr Bina Rawal as a Director of the Company
9. To re-appoint PricewaterhouseCoopers LLP as the Company’s Auditors and to authorise the Audit & Risk Committee to
determine their remuneration
10. To approve the Directors’ Remuneration Report for the year ended 31 March 2022
SPECIAL BUSINESS
special resolutions:
Authority to allot shares
11. 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 of
£1,630,835 (being 10% of the issued share capital of the Company at 25 May 2022) and representing 6,523,340 shares
of 25 pence each (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 2023 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 2022 FURTHER INFORMATION
99
NOTICE OF THE ANNUAL GENERAL MEETING CONTINUED
Disapplication of pre-emption rights
12. THAT in substitution for all existing powers (and in addition to any power conferred on them by resolution 13 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 11 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:
respectively attributable to the interests of holders of shares of 25p each 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 of £1,630,835, being 10% of the issued share capital of the
Company as at 25 May 2022 and representing 6,523,340 Shares or, if changed, the number representing 10% of
the issued share capital of the Company at the date of the meeting 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 13
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.
13. THAT in substitution for all existing powers (and in addition to any power conferred on them by resolution 12 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
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 of £1,630,835 being 10%
of the issued share capital of the Company as at 25 May 2022 and representing 6,523,340 Shares or, if changed,
the number representing 10% of the issued share capital of the Company at the date of the meeting 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 12 set out in the Notice of Annual General Meeting,
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.
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FURTHER INFORMATION
100
NOTICE OF THE ANNUAL GENERAL MEETING CONTINUED
Authority to repurchase ordinary shares
14. 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(4) of the Act)
of ordinary shares of 25 pence each 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 14.99% of the issued share capital of the Company as at the date of the passing of this resolution;
(b) the minimum price (exclusive of expenses) which may be paid for a Share is 25 pence;
(c) the maximum price (exclusive of expenses) which may be paid for a Share is an amount equal to the greater of
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 Article 5(1) of Regulation No. 2233/2003 of the European Commission
(Commission Regulation of 22 December 2003 implementing the Market Abuse Directive as regards exemptions for
(d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held
in 2023 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
15. 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.
One Wood Street
London EC2V 7WS
Company Secr
etary
26 May 2022
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 FURTHER INFORMATION
101
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
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 enquiries@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 Monday, 4 July 2022.
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
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.
“Register of Members”) at the close of business on Monday, 4 July 2022 (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 25 May 2022 (being the last business day prior to the publication of this notice) the Company’s issued share capital consists of 65,537,755 ordinary
shares, carrying one vote each. The Company holds 304,351 shares in treasury. Therefore, the total voting rights in the Company as at 25 May 2022 are
65,233,404.
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
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.
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
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 receiv
ed after the relevant cut-off
time will be disregarded.
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FURTHER INFORMATION
102
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 600 0300 or +44 371 600 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.
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.
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 101, the proxy appointment will remain valid.
Location of the Annual General Meeting
etc.venues 1-3 Bonhill Street
London EC2A 4BX
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 enquiries@linkgroup.co.uk
or by calling +44 (0)371 664 0321 and returning the completed form to Link Group, PXS1, 10th Floor, Central Square,
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.
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Contains Ordnance Survey data ©Crown copyright and database right 2015
Map designed by ©Owlet Maps | Tel: 0191 584 8099
Contains Ordnance Survey data ©Crown copyright and database right 2015
Map designed by ©Owlet Maps | Tel: 0191 584 8099
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WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 FURTHER INFORMATION
103
EXPLANATORY NOTES TO THE RESOLUTIONS
Resolution 1 – To receive the Annual Report and
Accounts
The Annual Report and Accounts for the year ended
31 March 2022 will be presented to the Annual General
Meeting (AGM). These accounts accompany this Notice of
Meeting.
Resolution 2 – To approve a Final Dividend
in the Chairman’s Statement beginning on page 4 and the
Report of the Directors on page 44.
Policy
Resolution 3 seeks shareholder approval of the Company’s
dividend policy, which is set out on page 26.
Resolutions 4 to 8 – Re-election of Directors
Resolutions 4 to 8 deal with the re-election of each Director.
Biographies of each of the Directors can be found on
41 and 42 of the annual report.
that the Directors standing for re-election and election
continue to perform effectively.
Resolution 9 – Re-appointment of Auditors and the
determination of their remuneration
Resolution 9 relates to the re-appointment of
PricewaterhouseCoopers LLP as the Company’s
of the Company and also authorises the Audit & Risk
Committee to set their remuneration.
Resolutions 10 – Remuneration Report
The Directors’ Remuneration Report is set out in full in the
annual report on pages 60 to 62.
Resolutions 11, 12 and 13 – Issue of Shares
Ordinary Resolution 11 in the Notice of AGM will renew
the authority to allot the unissued share capital up to an
aggregate nominal amount of £1,630,835 (equivalent to
6,523,340 shares, or 10% of the Company’s existing issued
share capital on 25 May 2022, 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
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 12
will, if passed, give the Directors power to allot for cash
equity securities up to 10% of the Company’s existing
share capital on 25 May 2022 (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 11.
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 buy-back 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
pre-emption rights. Accordingly, in addition to giving the
Directors power to allot unissued share capital on a non
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
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
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FURTHER INFORMATION
104
which may be sold pursuant to this authority is limited to
10% of the Company’s existing share capital on 25 May
2022 (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 12, as described above). This authority will also
expire on the date of the next Annual General Meeting or
The Directors intend to use the authority given by
Resolutions 11, 12 and 13 to allot shares and disapply
pre-emption rights only in circumstances where this will
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 14 – Share Repurchases
The Directors wish to renew the authority given by
shareholders at the previous AGM. The principal aim of a
share buy-back 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
days immediately preceding the date of purchase and
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 14 in the Notice of AGM will renew the
authority to purchase in the market a maximum of 14.99%
of Ordinary Shares in issue as at the date of the passing of
the 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 15 – General Meetings
Special Resolution 15 seeks shareholder approval for the
Company to hold General Meetings (other than the AGM) at
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
holdings totalling 53,881 shares.
EXPLANATORY NOTES TO THE RESOLUTIONS CONTINUED
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 FURTHER INFORMATION
105
REGULATORY DISCLOSURES (UNAUDITED)
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 7 and 8 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 2022 113.4% 110.9%
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
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
transactions, securities or commodities lending and
securities or commodities borrowing, buy-sell back
transactions or sell-buy back 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 2022 are
detailed below.
Global data
Amount of assets engaged in TRS
The following table represents the total value of assets
engaged in TRS:
% of AUM
TRS (5,129) (0.2)
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
Goldman Sachs U.S.A. 99,898
JPMorgan U.S.A. 35,120
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 2022. The collateral
provided by the Company to the above counterparties is set
out below.
Type Currency Maturity Quality
Cash USD less than 1 day n/a 56,336
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
1 to 3 months –
3 to 12 months 135,018
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
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022FURTHER INFORMATION
106
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
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
statements.
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022 FURTHER INFORMATION
107
COMPANY INFORMATION
Directors
Sir Martin Smith (Chairman)
Sarah Bates (Senior Independent
Director and Chair of the
Nominations Committee)
Sven Borho
Humphrey van der Klugt,
FCA (Chairman of the Audit &
Doug McCutcheon (Chairman of
the Management Engagement &
Remuneration Committee)
Dr Bina Rawal
Company Registration Number
3023689 (Registered in England)
The Company is an investment
of the Companies Act 2006
Website
Website: www.worldwidewh.com
One Wood Street
London EC2V 7WS
Alternative Investment Fund
Manager, Company Secretary and
Administrator
Frostrow Capital LLP
25 Southampton Buildings, London
WC2A 1AL
Telephone: 0203 008 4910
E-mail: info@frostrow.com
Website: www.frostrow.com
Authorised and regulated by the Financial Conduct
Authority
If you have an enquiry about the
Company or if you would like to receive
a copy of the Company’s monthly
fact sheet by e-mail, please contact
Frostrow Capital using the above e-mail
address.
Portfolio Manager
OrbiMed Capital LLC
601 Lexington Avenue, 54th Floor
New York NY 10022
Website: www.orbimed.com
Registered under the U.S. Securities & Exchange
Commission
Depositary
J.P. Morgan Europe Limited
25 Bank Street London
E14 5JP
Independent Auditors
PricewaterhouseCoopers LLP
Atria One
144 Morrison Street
Edinburgh
EH3 8EX
Custodian and Prime Broker
J.P. Morgan Securities LLC
Suite 1, Metro Tech Roadway
Brooklyn, NY 11201
USA
Stockbroker
Winterflood Securities Limited
The Atrium Building
Cannon Bridge, 25 Dowgate Hill
London EC4R 2GA
Registrars
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds LS1 4DL
E-mail: enquiries@linkgroup.co.uk
Telephone (in UK): 0371 664 0300†
Telephone (from overseas):
+ 44 371 664 0300†
Shareholder Portal:
www.signalshares.com
Website: www.linkgroup.eu
Please contact the Registrars if you
holding in the Company’s shares.
† Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the UK are
charged at the applicable international rate. Lines
are open between 09.00 and 17.30 Monday to Friday
excluding public holidays in England and Wales.
Shareholder Portal
You can register online to view your
holdings using the Share Portal,
www.signalshares.com.
The Share Portal is an online service
enabling you to quickly and easily
access and maintain your shareholding
online – reducing the need for
paperwork and providing 24 hour
access to your shareholding details.
Through the Share Portal you may:
• Cast your proxy vo
te online;
• View your holding balance and get
an indicative valuation;
• View movements on your holding;
• Update your address;
• Register and change bank mandate
instructions so that dividends can be
paid directly to your bank account;
• Elect to receive shar
eholder
communications electronically; and
• Access a wide range of shareholder
information including the ability to
download shareholder forms.
Share Price Listings
The price of your shares can be found
in various publications including the
Financial Times, The Daily Telegraph,
The Times and The Scotsman.
The Company’s net asset value per
share is announced daily and is available,
together with the share price, on the
TrustNet website at www.trustnet.com.
Shares: SEDOL : 0338530
ISIN : GB0003385308
BLOOMBERG : WWH LN
EPIC : WWH
Foreign Account Tax
Compliance Act (“FATCA”)
:
5493003YBCY4W1IMJU04
Perivan 263122
STRATEGIC REPORT
A
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2022
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
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