WORLDWIDE HEALTHCARE TRUST PLC
25 SOUTHAMPTON BUILDINGS
LONDON
WC2A 1AL
WWW.WORLDWIDEWH.COM
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CBP008251
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Disability Act
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ANNUAL REPORT
FOR THE YEAR ENDED
31 MARCH 2025
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2025
In order to achieve its investment objective, the Company invests
worldwide in a diversified portfolio of shares in pharmaceutical and
biotechnology companies and related securities in the healthcare
sector. It may use gearing, and derivative transactions to enhance
returns and mitigate risk. Performance is measured against the MSCI
World Health Care Index on a net total return, sterling adjusted basis
(“Benchmark”). Further details of the Company’s investment policy,
including how it can use gearing and employ derivatives, are set out in
the Strategic Report on pages 8 and 9.
ACCESSING THE GLOBAL MARKET
The healthcare sector is global and accessing this market as a UK
investor can be difficult. The Company offers an opportunity to gain
exposure to pharmaceutical, biotechnology and related companies in
the healthcare sector on a global scale. The Company invests in large
companies with market capitalisations of over U.S.$10bn, smaller
companies below that size, as well as in unquoted companies. The
portfolio ranges from large multi-national pharmaceutical companies
with multiple products to unquoted emerging biotechnology companies.
Worldwide Healthcare Trust PLC is able to participate in all aspects
of healthcare, anywhere in the world because of its broad investment,
mandate. These may include patented speciality medicines for small
patient populations and unpatented generic drugs, in both developed
countries and emerging markets.
In addition, the Company invests in medical device technologies, life
science tools and healthcare services. The overall geographic spread
of Worldwide Healthcare Trust PLC is also extensive with investments
in the U.S., Europe, Japan, China and India (see page 12 for further
information).
HOW TO INVEST
The Company’s shares are traded openly on the London Stock
Exchange and can be purchased through a stockbroker or other
financial intermediary. The shares are also available through savings
plans (including investment dealing accounts, ISAs, Junior ISAs and
SIPPs) which enable both regular monthly investments and lump
sum investments in the Company’s shares. There are a number of
investment platforms that offer these facilities. Further details can be
found on page 100.
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.
Strategic Report
Financial Summary 1
Key Information 2
Company Performance 3
Statement from the Chair 4
Board and Adviser Activity
During the Year 7
Investment Objective and Policy 8
Portfolio 10
OrbiMed Capital LLC (‘OrbiMed’) 13
Portfolio Manager’s Review 14
Environmental, Social and
Governance and Climate Change 28
Business Review 29
Governance
Board of Directors 44
Report of the Directors 47
Statement of Directors’ 50
Responsibilities
Corporate Governance 51
Audit & Risk Committee Report 59
Directors’ Remuneration Report 64
Independent Auditors’ Report 67
Financial Statements
Income Statement 74
Statement of Changes in Equity 75
Statement of Financial Position 76
Statement of Cash Flows 77
Notes to the Financial Statements 78
Further Information
Shareholder Information 95
Glossary of Terms and Alternative 96
Performance Measures (‘APMs’)
How to Invest 100
Notice of the Annual General Meeting 101
Explanatory Notes to the
Resolutions 106
Regulatory Disclosures 108
Company Information 110
For more information about Worldwide
Healthcare Trust PLC visit the website at
www.worldwidewh.com
Follow us on X @worldwidewh
Contents
1
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
New graph to be
provided
Rebased to 100 as at 31 March 2024
Source: Morningstar
Mar
2024
Apr
2024
May
2024
Jun
2024
Jul
2024
Aug
2024
Sep
2024
Oct
2024
Nov
2024
Dec
2024
Jan
2025
Feb
2025
Mar
2025
WWH NAV (total return) -10.3%
WWH Share Price (total return) -10.5%
Benchmark (total return) -3.2%
%
80
85
90
95
100
105
110
115
for the year to 31 March 2025
Total Return Performance
*Source: Morningstar
† MSCI World Health Care Index on a net total
return, sterling adjusted basis. (See Glossary
beginning on page 96).
^ Alternative Performance Measure (see
Glossary beginning on page 96).
-10.3%
Net asset value per share
(total return)*^
2024: 12.0%
12.4%
Discount of share price to
net asset value per share^
2024: Discount of 12.1%
-10.5%
Share price (total return)*^
2024: 8.6%
2.4p
Dividends per share
2024: 2.8p
-3.2%
Benchmark*†
2024: 10.9%
0.8%
Ongoing Charges^
2024: 0.9%
66.7%
Active Share*^
2024: 62.4%
Financial Summary
Year ended 31 March 2025
“The financial year was again
characterised by stock market
volatility. Strong absolute and
relative gains generated by the
Company early in the year were
offset by underperformance during
the market downturn that occurred
later in the year.”
Chair of the Board
2
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Rebased to 100 as at 31 March 2020. Source: Morningstar.
Mar 20 Mar 21 Mar 22 Mar 23 Mar 24 Mar 25
WWH NAV (total return) +22.9%
WWH Share Price (total return) +6.0%
Benchmark (total return) +53.9%
%
80
100
120
140
160
180
Key Information
Rebased to 100 as at 28 April 1995. Source: Morningstar, Thomson Reuters & Bloomberg
* With effect from 1 October 2010, the performance of the Company is measured against the MSCI World Health Care Index on a net total return, sterling
adjusted basis. Prior to this date, performance was measured against the Datastream World Pharmaceutical & Biotechnology Index (total return, sterling adjusted)
Apr
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
Mar
23
Mar
24
WWH NAV (total return) +4,253.8% WWH Share Price (total return) +3,599.7% Benchmark (total return) +2,354.2%*
%
0
1000
2000
3000
4000
5000
6000
Mar
25
Total Return Performance
Since Launch to 31 March 2025
Five Year Total Return Performance
to 31 March 2025
WWH NAV (total return, annualised) +13.4%
WWH Share Price (total return, annualised) +12.8%
Benchmark (total return, annualised) +11.3%
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
3
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Mar 2024 Apr 2024 May 2024 Jun 2024 Jul 2024 Aug 2024 Sep 2024 Oct 2024 Nov 2024 Dec 2024 Jan 2025 Feb 2025 Mar 2025
%
(12.0)
(10.0)
(6.0)
(8.0)
(4.0)
(2.0)
0.0
12.1%
12.4%
(14.0)
(16.0)
2020 2021
2022 2023 2024
2025
Net asset value per share (total return)*^ 6.5% 30.0%
-5.8% -0.1%
12.0%
-10.3%
Benchmark (total return)* 5.7% 16.0% 20.4% 2.5% 10.9% -3.2%
Net asset value per share 286.9p 370.3p 346.5p 343.5p 381.1p 339.5p
Share price 292.0p 369.5p 327.5p 311.5p 335.0p
297.5p
Premium/(discount) of share price to
net asset value per share 1.8% (0.2)% (5.5)% (9.3)% (12.1)% (12.4)%
Dividends per share 2.5p 2.2p 2.7p 3.1p 2.8p 2.4p
Leverage 12.0% 7.6% 10.9% 10.5% 10.8%
12.0%
Ongoing charges^ 0.9% 0.9% 0.9% 0.8% 0.9%
0.8%
Ongoing charges (including performance
fees paid or crystallised during the year)^ 0.9% 0.9% 1.4% 0.8% 0.9% 0.8%
Comparative periods have been restated for the sub-division of each share of 25p each into 10 new shares of 2.5p each, approved at
the AGM held on 18 July 2023 and effective on 27 July 2023.
*Source: Morningstar
^ Alternative Performance Measure (see Glossary beginning on page 96).
Company Performance
*Source: Morningstar
Historic performance
for the years ended 31 March
Discount of the Company’s Share Price to the Net Asset Value per Share
year to 31 March 2025
4
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
INVESTMENT PERFORMANCE
In this, the 30th year since the Company’s inception, I am
pleased to present your Company’s Annual Report and
Financial Statements for the year ended 31 March 2025.
Stock market volatility, driven by macro events, was again
a hallmark of the financial year under review. From an
investment performance perspective, this resulted in a
frustrating year for the global healthcare sector and the
Company. Strong market gains in the first part of the financial
year were given up by broad declines leading up to the end
of 2024. There was then a sharp sell-off in the first quarter of
calendar 2025, driven by a combination of factors, including
escalating trade tensions and a slowing globaleconomy.
The earlier environment in 2024 was positive for our
Portfolio Manager’s strategy. However, there was then a
broad shift in investor sentiment, which favoured a more
defensive investment approach. As a result, both the
Company’s absolute and relative performance suffered
during the latter part of the financial year, more than
offsetting the strong early returns by year end.
Against this backdrop, the Company’s net asset value per
share total return in the financial year was -10.3% (2024:
+12.0%). In comparison, our Benchmark, the MSCI World
Health Care Index, measured on a net total return, sterling
adjusted basis, returned -3.2% (2024: +10.9%).
The Company’s share price total return during the year
was -10.5% (2023: +8.6%). The small disparity between the
performance of the Company’s net asset value per share
and its share price contributed to the slight widening of our
share price discount to our net asset value per share from
12.1% at 31 March 2024 to 12.4% at 31 March 2025.
Amongst the healthcare sectors that the Company invests
in, the principal positive contributor to our performance was
the Healthcare Equipment & Supplies (‘Medtech’) sector.
It was largely spared from negative, industry-specific
regulatory changes and was only modestly impacted by
broad country tariffs. In contrast, the therapeutics sector,
specifically biotechnology, was more negatively impacted
by the same macro headwinds as well as higher than
expected interest rates worldwide.
The last several years have been difficult for the global
healthcare sector and the Company, with the sector having
underperformed the broader markets and the Company
having underperformed our Benchmark on a five-year view.
As you would expect, the Board is not content with this
situation. We have been spending considerable time with
our Portfolio Manager challenging and re-confirming our
commitment to the Company’s investment strategy (see
‘Outlook’ below).
Nonetheless, our long-term performance continues to be
strong. From the Company’s inception 30 years ago in
1995 to the end of the financial year, the total return of our
net asset value per share has been +4,254%, equivalent to
a compound annual return of +13.4%. This compares to a
cumulative blended Benchmark return of +2,354% and a
compound annual return of +11.3% 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.
CAPITAL
Since the beginning of 2022, and for a variety of reasons,
share price discounts across the investment company sector
in the UK have widened. As of 9 June 2025, the average level
of discount in the broader sector stands at c.14.6%*. This
compares to the Company’s share price discount of 6.3%.
It is the Board’s policy to buy back our shares if the
Company’s share price discount to the net asset value
per share exceeds 6% on an ongoing basis. Shareholders
should note, however, that it remains possible for the
discount to be greater than this for extended periods of
time, particularly when sentiment towards investment
trusts generally, the healthcare sector and/or the Company
Statement from the Chair
“Net asset value per share total
return during the year was
-10.3%. Long-term returns remain
strong, at +13.4% pa since the
Company’sinception”
* Source: Winterflood
5
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
remains poor. In such an environment, buybacks may prove
unable to sustainably narrow the discount. Nonetheless,
even in such an environment, the Board believes that
buybacks are important, as they enhance the net asset
value per share for remaining shareholders and go some
way to dampening discount volatility.
The Company’s commitment to its share buyback policy
is demonstrated by the fact that we have one of the most
active buyback programmes in the investment trust sector.
During the financial year, a total of 51,310,528 shares were
repurchased for treasury at a cost of £176.5m and at an
average discount of 10.8%. The shares repurchased during
the year equated to 9.4% of the Company’s share capital at
the beginning of the year.
At 31 March 2025, the Company had 494,631,804 shares in
issue, excluding the 107,033,396 shares held in treasury.
From the beginning of the new financial year to 9 June
2025, a further 11,291,577 shares have been bought
back for treasury, at a cost of £33.2m and at an average
discount of 9.7%. As stated above, our share price discount
since year end has narrowed to 6.3%.
I confirm that all shares held in treasury will continue to be
held for re-issue at a premium to the net asset value per share.
A summary of the Board’s and the Company’s advisers’
activities during the year, including buyback and marketing
activities, is provided on page 7 of this Annual Report.
REVENUE AND DIVIDEND
Shareholders will be aware that it remains the Company’s
investment policy to pursue capital growth for shareholders
and to pay dividends at least to the extent required to
maintain investment trust status. Therefore, the level
of dividends declared can go down as well as up. An
unchanged interim dividend of 0.7p per share for the year
ended 31 March 2025 was paid on 9 January 2025 to
shareholders on the register on 29 November 2024.
The Company’s net revenue for the year as a whole
decreased to £16.1m from £19.7m. This was due largely
to a decrease in exposure to higher yielding stocks in the
portfolio as well as a reduction in the size of the portfolio
due to shares being bought back by the Company during
the year. As a result, the revenue return per share was 2.4p
(2024: 2.7p per share).
Accordingly, the Board is proposing a slightly reduced final
dividend for the year of 1.7p per share (2024: 2.1p per
share). Together with the interim dividend already paid, this
makes a total dividend for the year of 2.4p per share (2024:
2.8p per share).
The effect of share buybacks means that the reported
dividend per share, which is based on the number of shares
in issue at the end of the financial year, is higher than the
reported revenue return per share, which is based on the
average number of shares in issue over the year.
Based on the closing mid-market share price of 302.0p
on 9 June 2025, the total dividend payment for the year
represents a current yield of 0.8%.
The final dividend will be payable, subject to shareholder
approval, on 23 July 2025, to shareholders on the register
of members on 13 June 2025. The associated ex-dividend
date will be 12 June 2025.
The Company’s dividend policy, which is set out on page 29
of this Annual Report, will be proposed for approval at the
forthcoming Annual General Meeting.
BOARD OF DIRECTORS
As I mentioned in my statement at the Company’s half year,
the Board appointed two new Directors at the beginning
of October. Both Sian Hansen and William Hemmings
have begun to make material contributions to the
Board’sdeliberations.
In July 2022, the Board asked me to extend my term on the
Board for a period of three to five years by taking on the role
of Board Chair. This was in order to oversee the renewal
of the Board, including the retirement and replacement of
all but one of the then Directors as well as changing the
composition and leadership of all of the Board’s Committees.
Given the good progress being made, I will be retiring from
the Board at the conclusion of the Annual General Meeting
to be held in July 2026.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (“ESG”) MATTERS
ESG matters continue to be an important priority for the
Board. Our objective is to have full, transparent disclosure
on the topic. Our Senior Independent Director, Bina Rawal,
works closely with our Portfolio Manager on this matter.
Our Portfolio Manager remains committed to taking a leading
role in the development of meaningful ESG engagement
practices in the healthcare sector. As part of this, they facilitate
dialogue and an exchange of leading practices among
investors, companies and other relevant experts on ESG, in
particular, the large capitalisation pharmaceutical sector. They
also engage with a broad range of companies on a regular
basis about where areas for improvement can be identified.
Further information on both ESG matters and climate change
can be found in the Portfolio Manager’s ESG report.
STATEMENT FROM THE CHAIR CONTINUED
6
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
PERFORMANCE FEE
There is currently no provision within the Company’s NAV
for the payment of a performance fee at a future calculation
date. The details and formula for calculating performance
fees are described on page 47 of this Annual Report. I would
highlight that earning a performance fee is difficult for
our Portfolio Manager and is dependent on the long-term
outperformance of the Company. Any outperformance has
to be maintained for 12 months after the relevant calculation
date and only becomes payable to the extent that the
outperformance gives rise to a total fee greater than the total
of all performance fees paid to date. This ensures that a
performance fee is not payable for any outperformance that
contributes to the recovery of prior underperformance.
INVESTMENT GUIDELINES
The Board made a minor change to the Company’s
investment guidelines during the year. Previously, the
Company could invest a maximum of 30% of the portfolio,
at the time of acquisition, in companies in the Medtech
sector. Given the increasing importance of the sector, we
raised the limit to 40% of the portfolio, as at the time of
acquisition. As this amendment was not considered to be
material, the Board was advised that shareholder approval
would not be required prior to making this amendment.
ANNUAL GENERAL MEETING (“AGM”)
The Company’s AGM will again be held at Saddlers’ Hall,
40Gutter Lane, London EC2V 6BR on Wednesday, 9 July 2025
from 12.30pm. In addition to the formal proceedings, there
will be an opportunity to meet the Board and the Portfolio
Manager and to receive an update on the Company’s strategy.
We look forward to seeing as many of you as possible there.
For those investors who are not able to attend the meeting
in person, a video recording of the Portfolio Manager’s
presentation will be uploaded to the website after the
meeting. Shareholders can submit questions in advance by
sending them to wwh@frostrow.com.
I encourage all shareholders to exercise their right to vote at
the AGM and to register your votes online in advance of the
meeting. Registering your vote in advance will not restrict
you from attending and voting at the meeting in person
should you wish to do so. The votes on the resolutions to
be proposed at the AGM will again be conducted on a poll.
The results of the proxy votes will be published 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.
OUTLOOK
While global macroeconomic and geopolitical conditions
continue to be challenging and buffeting stock market
indices, your Board believes that the fundamentals of the
healthcare sector remain strong. As frustrating as the past
few years have been, the fundamentals of the sector will be
reflected in share prices over time.
As highlighted in our Portfolio Manager’s recent “Next
30 Years” presentation (see page 7), the Board and our
Portfolio Manager remain positive about the outlook for
the healthcare sector for many reasons. For example,
the overall level of new product approvals remains high
and is delivering significant levels of quality medicines
for patients. Advancements in areas such as genetic
engineering, personalised medicine and synthetic biology
are also generating a strong future pipeline of innovative new
therapies and treatments. In addition, Artificial Intelligence
(AI) and machine learning are beginning to have a positive
impact on all aspects of the industry.
All of these advancements are underpinned by global
demographic trends, which are driving demand for new
healthcare solutions, particularly in areas such as cancer
treatment, chronic disease management and age-related
health issues.
In this sector context, the Board is confident in our Portfolio
Manager’s successful long-term investment strategy
of focusing on innovation and growth opportunities and
believes that the Company will continue to generate
attractive long-term returns for shareholders.
Doug McCutcheon
Board Chair
10 June 2025
STATEMENT FROM THE CHAIR CONTINUED
7
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
BOARD ANNUAL PROCESS
The Board maintains a high level of communication between its
members and with its advisers. During the year, the Board holds
quarterly meetings and additional Board meetings as required.
Meetings of the Management Engagement & Remuneration
Committee, Nominations Committee and Audit & Risk
Committee are held on the same days as Board meetings.
In addition, there are two separate Audit & Risk Committee
meetings each year.
On an ongoing basis, the Board oversees and reviews,
amongst other things: the roles and performance of the
Portfolio Manager and the Company’s other advisors;
the Company’s investment portfolio, net asset value and
share price performance; operational risks; expenses; the
broader investment trust sector and regulatory environment;
shareholder communications and investor relations; the
make-up and evolution of the Board and its committees.
CAPITAL ALLOCATION
The Board understands that long-term shareholder value is
driven by effectively allocating the Company’s capital.
Over the long run, the Board believes that having the
Portfolio Manager reinvest capital into healthcare
investments in the Company’s portfolio will generate the
highest overall returns. This is reflected in the Company’s
dividend policy, which involves only paying dividends to the
extent required to maintain investment trust status.
In periods when the Company’s share price is trading at a
discount to its net asset value, the Board is also committed
to allocating capital to repurchasing shares. Particularly
when such periods coincide with lower valuations and
attractive investment opportunities in the healthcare sector,
the Board uses its judgement as to how best to split the
allocation of the Company’s capital.
During the year, a total of 51,310,28 shares, representing
9.4% of the shares outstanding at the beginning of the year,
were repurchased at a cost of £176.5m.
SHAREHOLDER ENGAGEMENT
The Board believes that shareholder engagement is key
to generating a committed and informed investor base.
Recently declining incremental investor demand across
the investment trust sector, and an increase in share price
discounts, has reinforced the importance of this activity.
The Company’s efforts are actively supported by our
Portfolio Manager (OrbiMed), our AIFM (Frostrow) and
our PR consultant (Quill Communications), all with the
aim of providing information and insight to our existing
shareholders, while also generating new demand for the
shares across professional and retail investors. Some of our
more recent activities are highlighted below.
• During 2024, the Company’s top 40 shareholders,
representing almost 89% of the shares in issue, had
21meetings with OrbiMed, 10 with the Board Chair and
59with Frostrow. In addition, Frostrow held a further
122professional investor meetings, which involved
existing and potential smaller shareholders.
• Frostrow arranged two professional investor webinars for
OrbiMed, in March and November 2024, involving 66 and
85 investors, respectively. The video recordings of these
events have been viewed 306 and 427 times, respectively.
• The AGM held on 10 July 2024 attracted 26 investors
in person and the video recording of OrbiMed’s
presentation has been viewed 337 times.
• An event to mark the Company’s 30th anniversary was
held in March 2025. In addition to the Board and OrbiMed,
the event was attended by journalists and both private and
professional investors. The OrbiMed portfolio management
team provided an update on the Company’s investment
strategy including a presentation entitled the “Next 30 Years”,
which was followed by a question-and-answer session.
• Frostrow creates a monthly fact sheet that is
circulated by email to a discreet database of over
2,700professional investors.
• The Company has a permanent slot at the annual
Frostrow Seminar in London in May, that involves
around 200attendees. Over 4,500 professional investors
are invited, and they all receive the video recording after
the event.
• Edison writes two research notes every year and
produces accompanying videos, which are typically
viewed by over 2,000 people.
• Quill Communications is constantly engaging with relevant
journalists. During 2024 this resulted in over 50 articles in a
mix of publications including Trustnet, Citywire, Interactive
Investor, MoneyWeek, Daily Telegraph, Shares Magazine,
Master Investor, This is Money, Professional Paraplanner,
Financial Times, The Armchair Trader, Money Makers, The
Times, Investors’ Chronicle and IFA Magazine.
Considerable effort is made by both Quill Communications
and Frostrow to engage directly with retail investor platforms,
to get them to produce articles and carry content about the
Company. For example, on 10 September 2024 the Company
featured in a recorded AJ Bell webinar which attracted over 500
AJ Bellclients.
Board and Adviser Activity During the Year
8
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
INVESTMENT OBJECTIVE
The Company invests in the
global healthcare sector with
the objective of achieving a
high level of capital growth.
In order to achieve its investment objective, the Company
invests worldwide in a diversified portfolio of shares in
pharmaceutical and biotechnology companies and related
securities in the healthcare sector. It uses gearing, and
derivative transactions to enhance returns and mitigate
risk. Performance is measured against the MSCI World
Health Care Index on a net total return, sterling adjusted
basis (“Benchmark”).
INVESTMENT STRATEGY
The implementation of the Company’s Investment
Objective has been delegated to OrbiMed by Frostrow
(as“AIFM”) under the Board’s and Frostrow’s supervision
and guidance.
Details of OrbiMed’s investment strategy and approach
are set out in the Portfolio Manager’s Review on
pages14to27.
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 40% of the portfolio, at the time of
acquisition, may be invested in companies in the
healthcare equipment and supplies sector; and a
maximum of 30% of the portfolio, at the time of
acquisition, may be invested in companies in the
healthcare providers and services sector.
• 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
9
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
DERIVATIVE STRATEGY AND LIMITS
In line with the Investment Objective, derivatives are
employed, when appropriate, in an effort to enhance
returns and to improve the risk-return profile of the
Company’s portfolio. Only Equity Swaps were employed
within the portfolio during the year.
The Board has set the following limits within which
derivative exposures are managed:
• Derivative transactions (excluding equity swaps) can
be used to mitigate risk and/or enhance capital returns
and will be restricted to a net exposure of 5% of the
portfolio; and
• Equity Swaps may be used in order to meet the
Company’s investment objective of achieving a high
level of capital growth, and counterparty exposure
through these is restricted to 12% of the gross assets
of the Company at the time of acquisition.
The Company does not currently hedge against foreign
currency exposure.
GEARING LIMIT
The Board has set a maximum gearing level, through
borrowing, of 20% of the net assets.
LEVERAGE LIMITS
Under the AIFMD the Company is required to set
maximum leverage limits. Leverage under the AIFMD is
defined as any method by which the total exposure of an
AIF is increased.
The Company has two current sources of leverage: the
overdraft facility, which is subject to the gearing limit; and,
derivatives, which are subject to the separate derivative
limits. The Board and Frostrow have set a maximum
leverage limit of 140% on both the commitment and
grossbasis.
Further details on the gearing and leverage calculations,
and how total exposure through derivatives is calculated,
are included in the Glossary beginning on page 96. Further
details on how derivatives are employed can be found in
note 16 beginning on page 88.
INVESTMENT OBJECTIVE AND POLICY CONTINUED
10
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Portfolio
INVESTMENTS HELD AS AT 31 MARCH 2025
Investments Sector Country
Market value
£’000
% of
investments
Eli Lilly
Pharmaceuticals United States 188,640 11.4
Boston Scientific
Health Care Equipment & Supplies United States 173,761 10.5
AstraZeneca
Pharmaceuticals Britain 118,630 7.2
Intuitive Surgical
Health Care Equipment & Supplies United States 89,839 5.5
Stryker
Health Care Equipment & Supplies United States 85,936 5.2
UnitedHealth Group
Health Care Providers & Services United States 76,896 4.7
Edwards Lifesciences
Health Care Equipment & Supplies United States 69,611 4.2
Pfizer
Pharmaceuticals United States 64,413 3.9
Argenx
Biotechnology Netherlands 57,225 3.5
Daiichi Sankyo
Pharmaceuticals Japan 50,227 3.0
Top 10 investments
975,178 59.1
Integer Holdings
Health Care Equipment & Supplies United States 48,754 2.9
Neurocrine Biosciences
Biotechnology United States 47,950 2.9
Vertex Pharmaceuticals
Biotechnology United States 44,457 2.7
Natera
Life Sciences Tools & Services United States 44,261 2.7
Thermo Fisher Scientific
Life Sciences Tools & Services United States 43,184 2.6
Alnylam Pharmaceuticals
Biotechnology United States 40,009 2.4
Tenet Healthcare
Health Care Providers & Services United States 39,117 2.4
Caris Life Sciences*
Life Sciences Tools & Services United States 34,029 2.1
Ionis Pharmaceuticals
Biotechnology United States 33,683 2.0
Cytokinetics
Biotechnology United States 31,103 1.9
Top 20 investments
1,381,725 83.7
SI-BONE
Health Care Equipment & Supplies United States 24,947 1.5
Crossover Health*
Health Care Providers & Services United States 24,810 1.5
CG Oncology
Biotechnology United States 22,698 1.4
Axsome Therapeutics
Biotechnology United States 21,626 1.3
Shanghai INT Medical Instruments
Health Care Equipment & Supplies China 20,151 1.2
Apellis Pharmaceuticals
Biotechnology United States 20,137 1.2
UCB
Pharmaceuticals Belgium 16,952 1.0
Avidity Biosciences
Biotechnology United States 15,998 1.0
Sino Biopharmaceutical
Pharmaceuticals Hong Kong 15,512 0.9
Beijing Yuanxin Technology*
Health Care Providers & Services China 14,068 0.8
Top 30 investments
1,578,623 95.5
Jiangxi Rimag
Health Care Providers & Services China 13,012 0.8
Exact Sciences
Life Sciences Tools & Services United States 12,504 0.8
Akeso
Biotechnology China 12,125 0.7
Ruipeng Pet Group*
Health Care Providers & Services China 11,006 0.7
EDDA Healthcare & Technology*
Health Care Equipment & Supplies China 8,716 0.5
VISEN Pharmaceuticals
Biotechnology China 7,691 0.5
MabPlex*
Health Care Providers & Services China 4,932 0.3
New Horizon Health^ Life Sciences Tools & Services China
4,492 0.3
Gushengtang
Health Care Providers & Services China 4,443 0.3
API Holdings*
Health Care Providers & Services India 4,230 0.3
Top 40 investments
1,661,774 100.7
* Unquoted holding
^ Suspended holding
11
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
Investments Sector Country
Market value
£’000
% of
investments
Shandong Weigao Group Medical Polymer
Health Care Equipment & Supplies China 3,561 0.2
Sinopharm Group
Health Care Providers & Services China 3,413 0.2
Shanghai Bio-heart Biological Technology
Health Care Equipment & Supplies China 2,776 0.2
Ikena Oncology
Biotechnology United States 1,613 0.1
Peloton Therapeutics Milestone*
Biotechnology United States 523 0.0
Total equities
1,673,659 101.4
Biotech M&A Target Swap
Swap Baskets United States 160,737 9.7
Jiangsu Hengrui Medicine
Pharmaceuticals China 30,485 1.8
Apollo Hospitals Enterprise
Health Care Providers & Services India 16,343 1.0
Less: Gross exposure on financed swaps
(231,356) (14.0)
Total OTC Swaps
(23,791) (1.4)
Total investments including OTC Swaps
1,649,868 100.0
* Unquoted holding
SUMMARY
Investments
Market value
£’000
% of
investments
Quoted Equities
1,566,854 94.9
Unquoted Equities
106,805 6.5
Equity Swaps
(23,791)
(1.4)
Total of all investments
1,649,868
100.0
PORTFOLIO CONTINUED
12
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
PORTFOLIO CONTINUED
* Figures expressed as a % of the total economic exposure. This includes all derivatives as an economically equivalent position in the underlying holding
and allocated to the underlying holding’s respective Sector and Region. Within the Region diagrams unquoted investments have been allocated into their
respectivecountries.
Portfolio Distribution
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Biotechnology 26.3%
Healthcare Equipment & Supplies 26.2%
Pharmaceutical 20.7%
Emerging Market 6.9%
Healthcare Providers & Services 6.2%
Unquoted 5.7%
Life Sciences Tools & Services 5.3%
Japan 2.7%
North America 77.7%
Europe 10.2%
China 8.3%
Japan 2.7%
India 1.1%
Pharmaceutical 27.8%
Biotechnology 26.2%
Healthcare Equipment & Supplies 16.1%
Healthcare Providers & Services 9.2%
Life Sciences Tools & Services 5.9%
Unquoted 5.8%
Japan 5.7%
Emerging Market 3.3%
North America 70.7%
Europe 17.0%
China 5.7%
Japan 5.7%
India 0.9%
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13
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
OrbiMed was founded
in 1989 and has evolved
over time to be one of the
largest dedicated healthcare
investment firms in the world.
OrbiMed has managed the
Company’s portfolio since its
launch in 1995.
OrbiMed had approximately U.S.$17.2 billion in assets
under management as of 31 March 2025, across a range of
funds, including investment trusts, hedge funds, and private
equityfunds.
INVESTMENT STRATEGY AND PROCESS
Within the guidelines set by the Board, the OrbiMed team
works to identify sources of outperformance, or alpha, with
a focus on fundamental research. In healthcare, there are
many primary sources of alpha generation, especially in
therapeutics. Clinical events such as the publication of new
clinical trial data is a prominent example and historically
has been the largest source of share price volatility.
Regulatory events, such as new drug approvals by U.S.,
European, or Japanese regulatory authorities are also
stock moving events. Subsequent new product launches
are carefully tracked and forecasted. Other sources include
legal events and, of course, merger and acquisition activity.
The team has a global focus with a universe of coverage
that covers the entire spectrum of companies, from early
stage companies with pre-clinical assets to fully integrated
biopharmaceutical companies. The universe of actively
covered companies is approaching 1,000.
OrbiMed emphasises investments in companies with
under-appreciated products in the pipeline, high quality
management teams, and adequate financial resources.
A disciplined portfolio construction process is utilised
to ensure the portfolio is focused on high conviction
positions. Finally, the portfolio is subject to a rigorous risk
management process.
THE TEAM
The wider OrbiMed Investment Team continues to expand
and now has over 147 professionals that cover all aspects
of research, trading, finance, and compliance. This includes
over 30 degree holders with MD and/or PhD credentials,
healthcare industry veterans, and finance professionals
with over 20 years of experience.
The firm has a global investment horizon and the OrbiMed
footprint now spans three continents with offices in New
York, San Francisco, Herzliya (Israel), Hong Kong, Shanghai,
Mumbai and London.
The lead managers with responsibility for the Company’s
portfolio are as follows:
Sven H. Borho, CFA,
Sven H. Borho, CFA, is a founder and
Managing Partner of OrbiMed. Sven
heads the public equity team and he
is the portfolio manager for OrbiMed’s
public equity and hedge funds. He has
been a portfolio manager for the firm’s
funds since 1993 and has played an
integral role in the growth of OrbiMed’s
asset management activities.
He started his career in 1991 when he joined OrbiMed’s
predecessor firm as a Senior Analyst covering European
pharmaceutical firms and biotechnology companies
worldwide. Sven studied business administration at
Bayreuth University in Germany and received a M.Sc.
(Econs.), Accounting and Finance, from The London School
of Economics.
Trevor M. Polischuk, Ph.D.
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
Portfolio Manager’s Review
MARKETS
Global equity markets experienced a turbulent 12 months
for the year ended 31 March 2025, marked by strong gains
in 2024 followed by heightened volatility and declines
in early 2025. U.S. equities surged in 2024 driven by
optimism around technological advancements and a
more accommodative Federal Reserve. European markets
also advanced in 2024 but returns underperformed the
U.S. However, both geographies experienced significant
challenges and volatility in the first quarter of 2025 amid
concerns over inflation, slowing economic growth, and
most notably escalating trade disputes triggered by the
second Trump administration in the U.S.
To note, after markets regained all-time highs in February
2025 post the November 2024 U.S. Presidential election
and again after the January 2025 inauguration, volatility
moved higher in late February and into March (and spiked
in April). As tariff and retaliatory tariff headlines escalated,
the resulting global trade war prompted precipitous
declines in global markets, with both the MSCI and
S&P500 falling as much as 10% in March (only to slide
further in April).
Global healthcare stocks followed a slightly different path
in the financial year and underperformed relative to the
broader equity markets. Whilst advancing mostly in-line
in the first half of the reporting period, healthcare stocks
began to decline in the autumn of 2024 as investors
showed a strong preference for high-growth sectors,
particularly information technology and generative artificial
intelligence, eschewing the traditional defensive healthcare
sector. Policy-related uncertainties both into and out of the
U.S. Presidential election also weighed on the sector as did
tariff uncertainty late in the financial year.
Index Returns: Healthcare vs. Broad Market
(Year ending 31 March 2025)
Apr
2024
May
2024
Jun
2024
Jul
2024
Aug
2024
Sep
2024
Oct
2024
Nov
2024
Dec
2024
Jan
2025
Feb
2025
Mar
2025
S&P 500
+5.4%
MSCI World
+4.9%
Benchmark
-3.2%
20%
15%
10%
5%
0%
-5%
14
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Source: Bloomberg
PORTFOLIO MANAGER’S REVIEW CONTINUED
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
ALLOCATION
Overall, our allocation strategy represents a diverse distribution
of investments across all major sub-sectors and global
geographies within the healthcare industry. This allows
investors to view the Company as a “one-stop-shop” for all of
their healthcare investment needs given the broad exposure of
the portfolio to the entirety of the healthcare ecosystem – from
therapeutics, to services, to medical technologies, to growth of
emerging markets – given the embedded diversification of the
portfolio of companies represented in the portfolio.
In the reported period, the Company’s long-standing
allocation strategy – a clear focus on innovation and
growth – remained intact. Specific key traits of our strategy
remained deployed, although they were more dynamic
given the changing landscape of healthcare over the past
12 months. Allocation to Biotechnology remained above
the Benchmark weighting, with the absolute weighting
decreasing modestly to 29.6% by the financial year end. This
was 20.6% above the Benchmark owing to (1) the enormous
therapeutic innovation and new drug production that stems
from Emerging Biotech companies and (2) the relatively
small weight that is represented in the Benchmark (9.0%).
Allocation to Large Cap Pharma remained underweight,
owing to (1) disparate fundamentals across the group and
(2)the relatively large weight that is represented within the
Benchmark. Over the course of the reported period, our
exposure here declined from 29.9% to 22.1% by the financial
year end. We exited three investments due to fundamental
reasons and chose not to fully replace them given lack of
conviction and an uncertain policy environment in the fourth
quarter of the financial year. We allocated 1% of the proceeds
to Spec Pharma companies.
In Healthcare Equipment & Supplies (‘Medtech’), we increased
the weighting significantly over the course of the financial
year, by 11.4% to 29.4% (absolute) and 11.4% above the
Benchmark. This was due to high conviction ideas, share
price appreciation, and relative insulation from rising policy
uncertainty around the U.S. Presidential election outcome.
Other sectors of import, including Healthcare Providers &
Services (‘Services’) and Life Sciences Tools & Services
(‘Tools’) remained underweight throughout the duration of the
financial year owing to our fundamental view and the expected
volatility again around the U.S. Presidential election outcome.
In Japan, our exposure decreased by half to 3.0% as we exited
a single stock idea.
15
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
ALLOCATION BY SUB-SECTOR
(WWH vs. MSCI World Healthcare Index)
Biotechnology Life Science
Tools & Dx
Privates
Healthcare
Services
Emerging
Markets
Pharma
Medical
Technology
Japan
Pharma
+21% +11%
+8%
+6%
-22%
-8%
-3%
-1%
Underweight
Overweight
30%
9%
29%
18%
23%
45%
8%
7%
15%
6%
6%
9%
3%
4%
Figures expressed as a % of total Net Asset Value. This includes all derivatives as an economically equivalent position in the underlying holding and
allocated to the underlying holding’s respective Sector and Region.
PORTFOLIO MANAGER’S REVIEW CONTINUED
16
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
PERFORMANCE
The reported financial year was a challenging year,
performance wise, for the Company. Overall, the Company’s
NAV per share total return was -10.3% compared to the
MSCI World Health Care Index return of -3.2% on a net total
return, sterling adjusted basis.
In what was a “tale of two halves,” consistent alpha
generation and performance above the Benchmark in the
first nine months of the year was obfuscated by historic
volatility in the final quarter of the reported period. Global
stock markets experienced a significant downturn in late
February and March 2025, driven by a combination of
escalating trade tensions, economic concerns, and shifts
in investor sentiment. The former environment favoured a
“risk on” investment tactic, which favoured our allocation
strategy, whilst the latter favoured a more defensive posture,
incongruent with our allocation. As a result, relative gains
were lost, negative performance ensued, all predominantly in
the last two months of the financial year.
Worldwide Healthcare Trust vs. MSCI World Health Care Index
12-month performance (ending 31 March 2025)
May
2024
Apr
2024
Mar
2024
Jun
2024
Jul
2024
Aug
2024
Sep
2024
Oct
2024
Nov
2024
Dec
2024
Jan
2025
Feb
2025
Mar
2025
Benchmark
-3.2%
10%
-10%
8%
-8%
6%
-6%
4%
-4%
2%
-2%
0%
WWH NAV
-10.3%
Source: OrbiMed Advisors LLC
17
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
PORTFOLIO MANAGER’S REVIEW CONTINUED
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
Despite these volatile periods, we do note that a record high
net asset value was achieved during the reported period. A
closing net asset value per share of 408.7p was achieved
on 8 August 2024 eclipsing the previous high set in January
2021. Performance since inception to 31 March 2025
remains strong, with a return of +4,253.8% since April 1995.
This represents an average annualised return of 13.4% over
the 30-year period. This ranks the Company in third place
among all closed end trusts across this period, regardless of
industry (source: Winterflood).
Worldwide Healthcare Trust vs. MSCI World Health Care Index
(First nine months vs. last three months of the financial year)
Worldwide Healthcare Trust Performance since Inception
(30-year period ended 31 March 2025)
WWH NAV Rreturn WWH Share Price Blended DS / MSCI World Healthcare Index
FTSE
1995 1996 1997 1998 1999 2000 2001 2002 20042003 2005 2006 2007 2008 2009 2010 2011 20132012 2014 20162015 2017 2018 2019 2020 2021 2022 2023 2024 2025
WWH NAV
+4,253.8%
WWH
Share Price
+3,599.7%
Benchmark
+2,354.2%*
FTSE
+713.0%
£5,000
£4,000
£3,000
£2,000
£1,000
£0
* With effect from 1 October 2010, the performance of the Company is measured against the MSCI World Health Care Index on a net total return,
sterling adjusted basis. Prior to this date, performance was measured against the Datastream World Pharmaceutical & Biotechnology Index
(total return, sterling adjusted).
Source: OrbiMed Advisors LLC
Source: OrbiMed Advisors LLC
-8.0%
-6.0%
-4.0%
-2.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
Mar 2024 Apr 2024 May 2024 Jun 2024 Jul 2024 Aug 2024 Sep 2024 Oct 2024 Nov 2024 Dec 2024 Jan 2025 Feb 2025 Mar 2025
WWH NAV
-3.0%
WWH NAV
-7.5%
Benchmark
+2.0%
Benchmark
-5.1%
18
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
PORTFOLIO MANAGER’S REVIEW CONTINUED
SUBSECTOR PERFORMANCE
During this unprecedented period of turbulence, one
subsector stood out to the positive, Medtech. Whilst many
healthcare sectors were targeted at times by President
Trump, predominantly therapeutics and pharmacy benefit
managers, Medtech was largely spared any industry
specific regulations, and only modestly impaired by broad
country tariffs (Mexico, Canada, China). In fact, the largest
fiscal headwind for the sector thus far has been reciprocal
tariffs from China (i.e. the importation of U.S. made
products into China). Stock picking in Medtech was a key
factor in performance, with two investments – Boston
Scientific and Intuitive Surgical – being among the top five
contributors to performance. Allocation effect – sector
overweight with large cap investments preferred over small
cap – was also a positive factor for this sector being the
largest positive contributor in the financial year.
On the negative side was therapeutics, specifically
bio-pharmaceuticals, which faced a constellation of macro
factors: persistently elevated 10-year interest rates, a
slower-than-expected pace of global interest rate cuts,
concerns about global economic growth, and President
Trump’s tariff policies. This was coupled with some
healthcare-specific macro concerns including staff cuts at
the U.S. Food and Drug Administration (“FDA”), the prospect
of pharmaceutical-specific tariffs, additional administration
changes, and renewed drug price reform rhetoric. Further
downside was realised by some key investments after
company specific negative newsflow weighed on share
prices (see section on Major Detractors).
From a temporal perspective, Biotechnology returns
were mostly positive throughout the first nine months
of the financial year, including the contribution from our
proprietary M&A basket. In fact, those returns peaked
when the Trump victory was confirmed as the market
began to price in the positive implications of a Republican
controlled federal government on future mergers and
acquisitions (“M&A”). However, Biotechnology stocks
(and our M&A basket) experienced declines subsequently,
given the combination of macro and industry concerns
that precipitated from the new administration in the final
quarter of the financial year.
Subsector Contribution (Absolute)
WWH
-10.3%
MSCI
-3.2%
Medtech
Emerging
Markets
Services
Privates
Tools
Japan
Pharma
Biotech
M&A
Basket
-10%
-12%
-8%
-6%
-4%
-2%
0%
2%
4%
Source: OrbiMed Advisors LLC
19
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
PORTFOLIO MANAGER’S REVIEW CONTINUED
PRIVATE HOLDINGS
During the reported financial year, the Company
strategically refrained from making new investments in
private companies, as we continued to cautiously navigate
the challenging public offering market for small and
mid-cap healthcare firms. While the capital market funding
landscape continues to improve, most of our private
companies are well capitalised and are being selective with
regards to pursuing listings. We remain optimistic about
the ability of our unquoted investments to achieve listings
within the next year as we anticipate further improvement
of the capital market funding environment.
Despite the difficult capital markets environment, two
unquoted investments completed their Initial Public Offering
(“IPO”) in Hong Kong during the financial year. Jiangxi
Rimag Group, a medical imaging company, and Visen
Pharmaceuticals, a biotechnology company, completed their
IPO’s in June 2024 and March 2025, respectively.
At the end of the financial year, private investments
made up 6.1% of the portfolio. For the financial year, the
Company’s private investments fell £7.4 million, from
an opening market value of £133.1 million across ten
companies. Unquoted names added £6.5 million in the
second half of the financial year to partially offset losses in
the first half.
The existing private portfolio constitutes a diverse
set of companies. Geographically, exposure is evenly
distributed among Emerging Markets and North American
companies. On a sub-sector basis, the exposure is
concentrated in Services and Tools, with small exposures
to Biotechnology and Medtech.
MAJOR CONTRIBUTORS TO PERFORMANCE
The top contributor in the financial year was Boston
Scientific, a leading diversified medical devices
manufacturer with particular expertise in the
cardiovascular space. The top-tier management team
continued to deliver exceptional returns for shareholders
on the back of a material acceleration in organic sales
growth. This was primarily driven by the company’s next
generation pulsed field ablation device, the FARAPULSE
PFA System, for the treatment of atrial fibrillation and
cardiac arrythmias. The roll-out of this product, alongside
continued strength in most other areas of the business,
has helped lift the company’s sales profile from low
double-digit growth to a mid- to high-teens growth rate.
Looking ahead, investors are optimistic that the pulsed
field ablation market transition can move more rapidly
than consensus expectations, capturing well north of 50%
of the multi-billion dollar atrial fibrillation ablation market.
Moreover, Boston Scientific has several important trials
evaluating pulsed field ablation in combination with the
company’s Watchman left atrial appendage closure device,
which has already helped to drive a reacceleration in
growth of the multi-billion Watchman market. We believe
the ongoing company algorithm of best-in-class organic
sales growth, differentiated margin expansion potential
and ongoing M&A should result in continued strong and
durable profit growth for the foreseeable future.
Boston Scientific
FARAPULSE PFA System and associated catheters
INTELLAMAP ORION
TM
FARAPULSE
TM
POLARx
TM
INTELLANAV STABLEPOINT
TM
Source: www.bostonscientific.com
20
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
PORTFOLIO MANAGER’S REVIEW CONTINUED
The undisputed leaders in robotic surgery, Intuitive
Surgical continued to drive strong outperformance on the
back of the new Dv5 surgical robot system launch, which
serves to further embed the company’s monopoly status
in the surgical robotics market. While other companies
are working on competing systems, we think Intuitive
Surgical’s competitive moat is simply too large at this
point, and we see upcoming competitor system launches
as market expansive as opposed to driving material
share gains against Intuitive. Over the past financial year,
investor expectations have rapidly improved for the future
growth prospects of the new Dv5 system launch with
the company posting strong system placements both
for Dv5 as well as legacy systems. Procedure volumes
have continued to grow at elevated levels as well, and
new instruments have allowed the company to generate
a higher sales per procedure. Lastly, the company’s
margin profile has improved in recent quarters, which has
historically been a point of contention amongst investors.
With the Dv5 system launch still in the early stages, we
see continued strong trends for the company for the next
several years.
Intuitive Surgical
Dv5 Console and Robot
Another strong contributor to fund performance was Tenet
Healthcare, a Dallas-based, diversified healthcare services
company and a leading U.S. hospital operator. One of the
main drivers of performance has been a robust healthcare
utilisation environment in the U.S., particularly for higher
acuity procedures that drive a higher sales and earnings
for hospitals. On a more company specific basis, Tenet
Healthcare has also been highly efficient at executing
some value-creative divestitures of hospitals at attractive
valuations and acquisitions of ambulatory surgery centres.
As more high acuity procedures (such as hip and knee
implants) switch from hospitals to ambulatory surgery
centres, Tenet should benefit given its increasing exposure
to the ambulatory site of care. Lastly, Tenet was able
to procure improvements in reimbursement from its
Medicaid programs over the past financial year, and has
been exceptional at cost control management, both of
which have driven improvements to the margin profile of
thecompany.
One of the more innovative companies in the diagnostics
sector, Natera, develops and offers liquid biopsy tests to
inform personalised healthcare decisions in oncology,
women’s health, and organ health. The company is the
clear leader in this rapidly growing market and currently
operates as a near monopoly. Over the past financial
year, the company has been delivering strong upside to
expectations for both sales and earnings whilst solid
margin expansion has been a recent focus for investors.
Strength has been driven across the whole business with
exceptional performance in the company’s key Signatera
product used to detect circulating tumour DNA. We
believe ongoing rapid uptake of liquid biopsy tests should
continue for the foreseeable future, and with limited viable
competition on the near-term horizon, we view Natera as
the clear ongoing primary beneficiary of these trends.
The Netherlands is the home for Argenx, a
commercial-stage, global biopharma company specialising
in the development and commercialisation of therapies
for autoimmune diseases. The stock’s outperformance in
the financial year was driven by exceptional commercial
execution, with global product sales reaching U.S.$2.2billion
in 2024, an 84% year-over-year increase. This growth was
largely fuelled by the success of Vyvgart (efgartigimod), an
antibody fragment used to treat rare autoimmune diseases.
First approved in late 2021 for generalised myasthenia
gravis, Vyvgart usage surpassed 10,000 patients in 2024
with additional indications for chronic inflammatory
demyelinating polyneuropathy and primary immune
thrombocytopenia, and the approval of a self-administered
formulation called Hytrulo. Investors continued to be
engaged as Argenx’s “Vision 2030” messaging set ambitious
goals, including treating 50,000 patients globally with
Vyvgart across 10labelled indications and advancing five
pipeline candidates into Phase III development by 2030. The
stock continues to be a core holding in the portfolio.
Source: www.intuitive.com
21
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STRATEGIC REPORT
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PORTFOLIO MANAGER’S REVIEW CONTINUED
MAJOR DETRACTORS TO PERFORMANCE
Merck is a U.S. based, global large cap pharmaceutical
company that is well regarded as a pioneer in
immuno-oncology and vaccine development. Company
sales approached U.S.$65 billion in 2024 with 60% of
revenues coming from these two areas. Sales in China
comprise an important portion of the company’s growth
strategy. However, an unexpected slowdown in the sales of
Gardasil, a cancer-preventing vaccine, throughout the year
in China pressured the stock. The first sign of a slowdown
was in the second quarter report in which the company
maintained the issue was acute and maintained long-term
guidance for Gardasil. However, the issue recurred in the
third quarter report as well, yet the company continued to
maintain its guidance. Nevertheless, we exited the stock at
that time. The share price continued to drop in the fourth
quarter as Gardasil sales in China once again disappointed
and the company finally capitulated and withdrew
guidance, and the stock reached a three-year low.
Evolent Health is a healthcare services company
specialising in value-based care, particularly in specialty
areas like oncology, cardiology, and musculoskeletal care.
Evolent Health’s business centres around contracts with
health plans, notably Humana and Molina, to assist in
managing the oncology patient risk pools of those plans.
At the beginning of the year, Evolent priced its oncology
plans with an expectation for a normalised year of both
disease prevalence and acuity levels. However, as the year
progressed an unforeseen rise in both oncology prevalence
and acuity, as well as healthcare utilisation more generally,
began to unfold, leading to downward revisions to
estimates and forward expectations. Compounding these
issues, Evolent was not fully aware of the extent to which
these trends had taken place until the third quarter of
the year due to a six-month catch-up in claims data. This
inhibited the company’s ability to renegotiate its rates with
the company’s clients. After the share price fell post the
third quarter announcement in November 2024, we exited
the stock.
One of the most innovative new drugs over the past
20years is Leqembi (lecanemab), an antibody developed
and commercialised by Eisai and partnered with U.S.
biotech giant, Biogen, for the treatment of mild to moderate
Alzheimer’s disease. The positive pivotal trial announced in
September 2022, CLARITY AD, was a landmark study that
surprised both the clinical and investment communities.
The subsequent filing with the FDA, a positive Advisory
Committee meeting, an accelerated approval (January
2023) and a full approval (July 2023) set the stage for a
much-anticipated launch. However, some 18 months later,
the uptake for Leqembi remained modest and was even
denied a first-pass approval in Europe over safety concerns.
Despite positive expert opinion on the clinical importance
of Leqembi for Alzheimer’s patients and their families and
caregivers, obstacles for uptake remain, including lack of a
blood-based diagnostic, infusion centre availability, burden
of dose frequency, and a launch primarily presided over by
an inexperienced Tokyo-based pharmaceutical company.
All of which pressured the share price of Biogen in the
reported period. As the calendar turned from 2024 to 2025
and uptake for Leqembi still did not inflect and we exited
thestock.
Pharmaceutical brand names rarely become part of
popular culture, but Novo Nordisk has recently succeeded
with two, Ozempic and Wegovy, joining the ranks such
as Viagra and Lipitor. With the immense popularity and
insatiable demand for these drugs, the share price enjoyed
similar popularity, rising over 30% since the beginning
of 2024 and peaking above 1,000 Danish Kroner in late
June 2024. However, a series of idiosyncratic, negative
events conspired to re-rate the stock lower. First, a solid
but less-than-perfect second quarter report in August
2024 exacerbated a macro sell-off that had commenced
in late July 2024. Second, in late September 2024, when
the company announced Phase II data for monlunabant, a
novel CB1 inverse agonist, the company’s lead oral asset
in the obesity space. The positive trial was sufficient for
Novo Nordisk to advance the agent into the next stage
of clinical trials, but the reported efficacy and safety data
disappointed investors. Third, the stock tumbled again
after the third quarter report after the company CFO talked
down consensus estimates for 2025. Fourth, the stock fell
over 20% in late December after the company announced
their next generation weight loss medication, CagriSema,
did not reach the expected -25% threshold of weight loss
in a pivotal trial. Finally, whilst demand for Wegovy proved
to be largely insatiable since its approval and launch
in the U.S. in 2021, the absence of a material inflection
in prescriptions at the start of the calendar year 2025
prompted us to exit the stock.
The emerging biotech company, Apellis Pharmaceuticals
has displayed all of the hallmarks of investing in a
speculative Biotechnology company, with high rewards
and high risks. The company developed Syfovre
(pegcetacoplan injection), a first-in-class treatment
22
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
PORTFOLIO MANAGER’S REVIEW CONTINUED
for geographic atrophy, a specific form of progressive
blindness. Its approval in early 2023 heralded a new
treatment for a devastating disease for which there was
no treatment – a breakthrough innovation – and the
company’s valuation soared to over U.S.$10 billion by
mid-2023. However, a rare, unexpected, but serious side
effect (ocular vasculitis) leading to irreversible blindness
emerged in real world use. European approval was
subsequently denied. Concerns around the magnitude of
visual acuity benefit relative to the risk of ocular vasculitis,
in combination with pressure from a competitor, led to
slowing revenue growth for Syfovre over 2024. However,
the fund believes there is still potential for Syfovre to be a
blockbuster drug given the multi-billion dollar geographic
atrophy market is underpenetrated. The company’s market
capitalisation at the end of March of less than U.S. $3
billion presents an attractive valuation.
DERIVATIVE STRATEGY
The Company has the ability to utilise equity swaps and
options as part of its financial strategy. Equity swaps are a
financial tool (a derivative contract) that allow for synthetic
exposure to a single stock (Single Stock Equity Swaps) or a
basket of single stocks (Equity Basket Swaps).
Equity basket swaps are typically constructed within a
well-defined theme and basket facilitates management of
the investment theme and tracking of performance. For
example, having 15 to 50+ additional positions at smaller
weights in the portfolio (i.e., non-core) is suboptimal. The
equity basket swap contains multiple single stock long
positions and the basket swap counterparty is Goldman
Sachs, allowing for confidence in forward trading and
rebalancing strategies.
The Company strategically invested in two customised
tactical basket swaps, targeting growth opportunities in
undervalued small and mid-capitalisation Biotechnology,
Pharmaceutical and Medtech companies. These baskets
were constructed to capitalise on two prevailing themes: 1)
investment opportunities possessing considerable potential
as attractive acquisition targets for larger corporations
(M&A swap basket) and 2) substantial valuation
dislocations in small and mid-capitalisation medical device
companies brought about by the GLP-1 weight loss craze.
During the period under review, the equity basket swaps
lost £41.3 million, which detracted 2.0% from performance.
The losses were primarily attributed to the proprietary
Biotechnology M&A Target Swap, which suffered from steep
declines in the biotechnology sector towards the end of the
financial year.
Throughout the year, the Company also used single stock
equity swaps to access Chinese and Indian investments,
which would otherwise be inaccessible through more
traditional investment methods. During the period under
review, single stock equity swaps contributed £1.1 million
to performance, and we remain confident in the long-term
prospects of emerging market securities, particularly those
trading locally in mainland China.
LEVERAGE STRATEGY
Historically, the typical leverage level employed by the
Company has been in the mid-to-high teens range.
Considering the market volatility during the past four
financial years, we have, more recently, used leverage in a
more tactical fashion.
In the current financial year, we flexed leverage modestly
in response to the economic climate, including in
consideration of a putative recession earlier in the period
and interest rate fluctuations and speculation. Through the
middle of 2024, leverage was increased to the low-to-mid
teens range, a reflection of our overall bullishness on
the portfolio and a turn in biotechnology stocks. As we
approached November 2024, we lowered leverage to 11%
owing to the uncertainty of the U.S. Presidential election.
Post-election, we levered up to high teens, given our
assessment at the time that a Republican sweep was the
optimal long-term outcome for the healthcare industry
given the history of that party and healthcare and the
positive impact of President Trump’s first administration
on the industry. However, the unexpected tumult created
in Trump’s first 100 days in office prompted us to lower
leverage in three successive months, ultimately reaching
12.0% at the end of March 2025.
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Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
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PORTFOLIO MANAGER’S REVIEW CONTINUED
SECTOR DEVELOPMENTS
The largest – and most unexpected – development in the
financial year was the election of Donald Trump to a second
term, a Republican sweep of Congress, and the ripple
effect of federal policy initiatives on both global markets
and the healthcare industry. We had a more optimistic
view on the implications of President Trump’s election win
and its impact on healthcare, and we still do, however the
immediate fallout and resulting volatility was not anticipated
by most investors.
In terms of ramifications of the new administration on
healthcare, it is impossible not to start with the appointment
and confirmation of Robert F. Kennedy Jr. as Secretary of
Health and Human Services (“HHS”), the presiding federal
agency responsible for protecting the health and well-being of
all Americans and provides essential human services. Whilst
we believed RFK Jr. would be part of President Trump’s
inner-circle post-election, we did not originally foresee his rise
to the #1 healthcare seat in the country. His controversial
views on healthcare and conspiracies on vaccines did not sit
well with investors, who initially sold the sector late in 2024
after then President-elect Trump nominated him for HHS
Secretary. However, since that time and through his February
2025 Senatorial confirmation, the rhetoric and commentary
coming from RFK Jr has become much less controversial
and, in some cases, constructive. It has become clear that
his top priority is on food, food safety, nutrition, and obesity
– putting the “F” back in FDA. One area of controversy he has
not backed down on, however, is vaccines and vaccine safety,
in particular paediatric vaccines. These views and potential
legislative changes to clinical trial requirements, regulatory
overview, and usage recommendations are negative and have
created an overhang to the industry. We have, in turn, reduced
exposure to vaccines in the portfolio to effectively zero as a
result.
Meanwhile, U.S. FDA staffing cuts and the departure
of some senior agency officials in early 2025 caused
investor fears about potential drug approval delays to
come to fore. That said, a look back at the drug approvals
in 2024 and there was a near record number at 59. It is
too early in the new administration to determine if the
recent changes will have an adverse impact or not, but we
are supportive of the new FDA Commissioner, Dr. Martin
Makary a British-American surgeon, professor, author, and
medical commentator. Dr. Makary’s accomplishments as
a researcher, clinician, and prolific author are numerous.
We believe he will bring a pro-innovation platform to the
FDA which could prove positive for new drug approvals,
efficiency, and industry engagement.
Source: opinion of OrbiMed Advisors LLC
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Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
PORTFOLIO MANAGER’S REVIEW CONTINUED
The situation of FDA leadership also took a turn at the
end of March 2025, when the long time (and industry
friendly) head of the Centre for Biologics Evaluation and
Research (“CBER”) announced his resignation. CBER is
the Centre within FDA that regulates biological products
for human use, such as vaccines, blood products, cell &
gene therapies, tissues products and certain diagnostics.
Dr.Peter Marks served as the Director of CBER since 2016,
after joining the division in 2012. Whilst not completely
unexpected, his departure was a disappointment for
the industry and investors alike, as Dr.Marks had been
a leading advocate for the advancement and approval
of gene and cell therapies, a supporter of vaccine
development and utilisation, played a pivotal regulatory
role during the COVID pandemic, and was an unequivocal
patient advocate. However, he openly disagreed with
Robert F. Kennedy Jr.’s views on vaccines and openly said
so in his public resignation letter.
Dr. Mark’s replacement, Dr. Vinay Prasad, was named
in May 2025. New to the FDA, Dr. Prasad has been
an outspoken critic of both the Agency and the
biopharmaceutical industry and rose in public prominence
during the COVID pandemic with sharp criticism of
the mandatory usage of COVID vaccines. Dr. Prasad’s
agenda for his new position had yet to be revealed at
the time of publication but investor reaction to this
news was decidedly negative as it was assumed that
this appointment was a blow to innovation and a new
headwind for biological drug development and new
biologic launches. Whilst we wait for transparency about
the course of CBER in the coming months, we do note that
CBER has no regulatory authority on small molecules or
antibodies. We would also pause and hope that Dr. Prasad,
like Dr. Makary, may bring some progressive ideas to the
Centre, such as novel benefit/risk analysis for new drugs,
more appropriate checks and balances on the regulatory
front, and new ways to bring new therapies for rare and
severe diseases to market.
Whilst Biotech is largely insulated from the impact of
tariffs, the prospect of potential tariffs still diminished
investor enthusiasm for the bio-pharmaceutical sector
generally. The month of March 2025 brought further
weakness in the broader markets due to concerns about
President Trump’s tariff policies and a possible economic
slowdown in the U.S. Through the first quarter reporting
period of 2025, however, we have deduced from multiple
company commentaries that the overall impact of tariffs
– both those enacted and potentially industry specific –
U.S. Food and Drug Administration
What is happening at the FDA? Views from the new Commissioner
“Retain strengths, cut red tape, innovate faster”
New leadership at FDA has been refreshingly progressive despite concerns to the contrary
• Believes RFK Jr. has keen interest in tackling chronic disease
• Wants to change FDA culture from silos to teamwork
• Reiterated RFK Jr.’s interest on the putting the ‘F’ back in FDA
• Wants to “protect innovation” through accelerating development
• Replace Pharma Co. representation at FDA Advisory Committees (review panels)
with patient advocacy groups instead
• Replace the current “AERS” database (self-reported adverse events)
with health information exchanges to calculate adverse event
• Wants to make things faster by reducing red tape
• “Yes” to reducing budgets to “do more with less”; but give context
• Restore trust and public confidence in the Agency
• Take the lead back on speed of innovation from China, UK, etc.
• Continue to allow Pharma companies to do OTC advertising
Key Example
Reduce the number of pivotal
trials by half and replace with real
world data post-approval
Key Example
Reduce animal testing (with
computational models and
organoids) and use Al to make
reviews more efficient
Key Example
FDA headcount has grown >100%
over the past 20 years (too much/
too fast). No cuts to reviewers
and reallocate resources to them
Dr. Martin Makary
Acting Commissioner, FDA
Source: opinion of OrbiMed Advisors LLC
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PORTFOLIO MANAGER’S REVIEW CONTINUED
appear to be manageable and all companies are already
undertaking mitigation strategies to reduce the potential
impact of any future tariffs.
Tariffs on Canada, Mexico and China have had a de-minimis
financial impact on pharmaceuticals whilst the impact from
reciprocal China tariffs have been modestly greater. As of
the authoring of this report, there were no concrete industry
specific proposals. Nevertheless, industry participants have
been engaging in numerous mitigation strategies, including
stock piling inventory in the U.S., shuffling manufacturing
to the U.S. wherever they can find capacity (both internal
and external through contract manufacturing), and lowering
operating expenses, where possible.
Pharmaceutical company executives have also been
aggressively campaigning against any industry specific
tariffs. Given the current global supply chain dynamics
for the industry, tariffs on pharmaceutical manufacturing
would likely result in supply disruption and drug shortages,
adversely affecting both companies and patients alike. The
industry has acknowledged President Trump’s concern
about some gaps in domestic manufacturing that may
be of national importance. To that end, there has been
support from both sides for the U.S. Department of
Commerce initiated Section 232 investigation under the
Trade Expansion Act, specifically examining the national
security implications of pharmaceutical and pharmaceutical
ingredient imports. This investigation aims to assess
whether these imports pose a threat to U.S. national
security. Many companies have also issued statements and
commitments to investing and expanding manufacturing in
the U.S., likely in hopes that President Trump’s tariff threat is
just a negotiating tactic. To that end, JNJ, Eli Lilly, Novartis,
Roche, Abbvie, Merck, and Bristol-Myers Squibb have
cumulatively pledged well in excess of U.S.$250 billion of
investment in U.S. manufacturing and R&D.
Drug pricing rhetoric from the new administration has
been equal parts concerning and opaque. Many headlines
and quotes from President Trump have spooked investors
on this issue. However, his executive order of 15 April
2025, entitled “President Donald J. Trump Announces
Actions to Lower Prescription Drug Prices” was rather
benign and builds off of policy and tactics that he
endorsed during his previous administration, which
we viewed much more industry friendly. Perhaps most
importantly, it did not include a mandate to use “Most
Favoured Nation” as a U.S. drug price reference system,
which we would view as calamitous to the industry.
Rather, there was a keen focus – in-line with pharma
industry view – on rebate reform: “By addressing the
influence of middlemen and promoting open competition,
President Trump’s actions aim to create a fairer
prescription drug market that lowers costs and ensures
accountability across the health care system”. Another
rallying cry from both sides is the call for other developed
countries, most notably Europe, to “pay their fair share” for
healthcare and pharmaceutical innovation, to raise drug
prices to be more in-line with the U.S.
Nevertheless, President Trump did announce an executive
order on 12 May 2025 calling for MFN pricing for drugs
in the U.S., after teasing so just the week before. That
said, this announcement was not entirely unexpected as
it mirrored a similar executive order that Trump issued in
September 2020 during his first administration – an order
was overturned on procedural grounds and was never
implemented. Whilst investors feared that Trump may be
targeting the pharmaceutical industry with this legislation,
he did not do so during the press conference where he
signed this order. For example, Trump said he was not
upset with the pharmaceutical industry but rather placed
the blame on countries in Europe who were freeloading
by not paying their fair share of research & development
costs. He also praised Eli Lilly, for their innovation and
newly announced investments in U.S. manufacturing.
There were few details in the executive order, but it did call
for the Commerce secretary and US trade representative
to make sure ex-US countries pay their fair share of
pharmaceutical R&D (suggesting this could be part of
the ongoing tariff negotiations with other countries).
Additionally, it called for facilitation of direct-to-consumer
sale of drugs at MFN prices and reimportation of drugs
from low-cost countries (which is already permitted).
Overall, we believe that this executive order does not
have much teeth, as any significant changes mandating
reference pricing to ex-US countries would require
legislation by Congress – a near impossible task. One may
even conclude that this was yet another negotiating tactic
employed by President Trump. With fears stoked ahead
of this event, pharma and biotech stocks rallied upon the
formal announcement of this executive order. That said,
we recognise that lingering MFN may create uncertainty
in the minds of investors but that this uncertainty will
gradually subside, just as it did in 2020.
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Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
PORTFOLIO MANAGER’S REVIEW CONTINUED
IRA Advances – “The 2nd List”
Second list of drugs set for price negotiations (announced 17 January 2025)
Meanwhile in the U.S., the Inflation Reduction Act, a law
passed in 2022 under the President Biden administration
to lower drug pricing continues to move forward. In 2024,
the government announced the final negotiated price for
the first “List of 10” drugs on the Medicare list. Whilst the
new prices will not take effect until 2026, the companies
with the greatest exposure – Bristol-Myers Squibb, Pfizer,
AstraZeneca, and JNJ – have described the impact as
“manageable”. The second “list” of drugs to be negotiated,
now totalling 15, was published in January 2025 and did
not contain any surprises.
IRA and Drug Price Reform: Timeline
2022 2023 2024 2025 2026
Negotiated Drug Prices are Implemented
Optionality for a federal repeal or legal action ahead of the 2026 enactment
2027 2028 2029
Legislation
Passes Aug ‘22
Drug Prices
Increases
capped at levels
of inflation
Insulin program
offered at $35
per month
The first “List
of 10” drugs is
published
The first 10
lawsuits are filed
by the industry
against the us
government
Maximum Fair
Price given to
companies on
“The List”
A bipartisan bill
is proposed to
eliminate “Pill
Penalty”
First
“negotiations”
between
companies &
CMS
Lawsuits
proceed through
the courts
Final negotiated
prices published
on Sept 1
Medicare Part
redesign caps
out of pocket
Rx expenses at
$2,000
The second “List
of 15” drugs is
published
The first
“List of 10”
The second
“List of 15”
The third “List
of 15” (including
Part 8)
The fourth “List
of 15” (including
Part B)
Source: www.kff.org
1
Area
1
2
3
4
5
11
12
13
14
15
Diabetes
Diabetes
Obesity
Oncology
Oncology
6
7
8
9
10
Oncology
Fibrosis
Inflammation
Oncology
CNS
Respiratory
Diabetes
Inflammation
CNS
Diabetes
Area
1
Area
1
2
3
4
5
11
12
13
14
15
Diabetes
Diabetes
Obesity
Oncology
Oncology
6
7
8
9
10
Oncology
Fibrosis
Inflammation
Oncology
CNS
Respiratory
Diabetes
Inflammation
CNS
Diabetes
Area
Source: www.CMS.gov
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Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
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GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
PORTFOLIO MANAGER’S REVIEW CONTINUED
Market reaction to IRA-related newsflow has become
benign. On a positive front, Trump’s executive order from
April 2025 did call for the correction of the “Pill Penalty”,
a portion of the IRA in which exclusivity for biologic
drugs was set at 13 years whilst for small molecules,
only 9 years. We and others expected the new Trump
administration to correct this aberration. Industry litigation
against the government for harm induced by the IRA
continues, but we had no material developments during
the reported period.
OUTLOOK
Whilst the malaise that hung over the Biotechnology
industry post-COVID has now evaporated, the market
continues to struggle to refocus on the positive
fundamentals of the bio-pharma space. The most recent
macro conditions that presided over the final quarter of the
reported financial year were an unfortunate continuation
of an incessant, multi-year macro headwind that continues
to obfuscate and undervalue an industry that continues
to benefit from significant technological advancements
and accelerating innovation in drug discovery and
development. Across therapeutics, continuous
advancements in genetic engineering, personalised
medicine, and synthetic biology are fostering a robust
pipeline of new therapies and treatments. Increased
investment in early-stage science feeds long-term
opportunities. Artificial intelligence and machine learning
are already impacting all facets of the industry despite still
being in their infancy. New product approvals are delivering
a quantity and quality of medicines never seen before. The
growing elderly demographic worldwide is driving demand
for new healthcare solutions, particularly in areas such
as cancer treatment, chronic disease management, and
age-related health issues. Overall, the future of healthcare
will remain robust and dynamic, driven by data, shaped by
innovation, improving access and quality for patients on a
global basis.
Sven H. Borho and Trevor M. Polischuk
OrbiMed Capital LLC
Portfolio Manager
10 June 2025
ABSOLUTE CONTRIBUTION BY INVESTMENT FOR THE YEAR ENDED 31 MARCH 2025
Principal contributors to and detractors from net asset value performance
Top five contributors
Sector Country
Contribution
£’000
Contribution
per share
p
Boston Scientific Healthcare Equipment & Supplies United States 60,625 11.7
Intuitive Surgical Healthcare Equipment & Supplies United States 33,089 6.4
Tenet Healthcare Healthcare Providers & Services United States 20,869 4.0
Natera Life Sciences Tools & Services United States 17,799 3.4
Argenx Biotechnology Netherlands 16,505 3.2
Top five detractors
Sector Country
Contribution
£’000
Contribution
per share
p
Apellis Pharmaceuticals
Biotechnology United States (23,988)
-4.6
Merck* Pharmaceuticals United States (25,861)
-5.0
Evolent Health* Healthcare Providers & Services United States (27,970)
-5.4
Biogen* Biotechnology United States (32,352)
-6.2
Novo Nordisk* Pharmaceuticals Denmark (50,692)
-9.8
* Not held at 31 March 2025
Environmental, Social and Governance
and Climate Change
ORBIMED’S APPROACH TO ESG
The Company’s Portfolio Manager, OrbiMed, is guided by its
Responsible Investing Policy in its approach to integrating
environmental, social and governance (“ESG”) issues into
its investment processes. The Portfolio Manager seeks to
invest in innovative healthcare companies that are working
towards addressing significant unmet medical needs, across
biopharmaceuticals, medical devices, diagnostics, and
healthcare services sectors, globally.
OrbiMed believes that there is a high congruence between
companies that seek to act responsibly and those that
succeed in building long-term shareholder value. The
Portfolio Manager seeks to integrate ESG into the overall
investment process, with the objective of maximising
investment returns. Investment decisions are based on
a variety of financial and non-financial company factors,
including ESG information. The Portfolio Manager has
appointed a Director – ESG to oversee the integration of
ESGanalysis.
As a responsible investor, OrbiMed negatively screens
potential investments and business sectors that may
objectively lead to negative impacts on public health or
wellbeing. The importance of robust governance and social
safeguards in healthcare has grown significantly; regulators
and investors are increasingly scrutinising financially material
ESG issues such as clinical trial transparency, equitable
access to therapies, and pricing practices. Governance
issues, including board structure and executive pay, are
also financially relevant. For companies that do not have a
manufacturing capability and focus on drug discovery and
development, environmental factors such as greenhouse
gas (“GHG”) emissions are not generally regarded as
financially material. The Portfolio Manager generally utilises
healthcare sector-specific guidance from the Sustainability
Accounting Standards Board (“SASB”) and in-house analysis
to guide its selection of material ESG factors as part of its
investmentresearch.
Healthcare and life sciences sectors are highly regulated
globally. Regulation is well-established across developed
markets and emerging markets for the sector. To that
end, OrbiMed considers compliance with local laws and
regulations as one of the factors in its investment evaluation.
Depending on the investment, all or a subset of the ESG
factors that are financially material and relevant are
considered in OrbiMed’s research.
MONITORING AND ENGAGEMENT
OrbiMed utilises ESG scores for public equity holdings from
third-party service providers. To supplement the information
from the third-party service providers, OrbiMed also conducts
proprietary analysis on ESG performance. The scores
from the third-party service providers are integrated with
OrbiMed’s analysis onto a business intelligence platform via a
programming interface, for regular monitoring.
The Portfolio Manager also generally engages on a regular
basis with its portfolio companies through meetings with
management, proxy voting, and in some cases, through
board representation.
OrbiMed’s analysts track financially material ESG information
such as safety of clinical trials, drug safety, product safety,
ethical marketing, call-backs and other materially relevant
factors. As part of these efforts, OrbiMed engages with
companies directly or through brokers, and facilitates
dialogue and an exchange of leading practices among
investors, companies, and other relevant experts on ESG in
the healthcare sector.
Between 1 April 2024 and 31 March 2025, a total of 235
proposals were subject to a vote within the Company’s
portfolio. Of these, 234 were management proposals and 1
was a shareholder proposal.
ORBIMED VOTING DURING THE YEAR ENDED
31 MARCH 2025
Proposed by
Total
number of
proposals Voted for
Voted
against
Votes
abstained/
withheld
Management 234 192 36 6
Shareholder 1 0 1 0
Most proposals focused on director elections (94), auditor
appointments (10), and executive compensation (15). There
were no management or shareholder proposals referring to
ESG that came to vote. The Portfolio Manager provides a
periodic update to the Board on ESG, including the evolving
regulatory landscape in different regions.
Sven H. Borho and Trevor M. Polischuk
OrbiMed Capital LLC
Portfolio Manager
10 June 2025
28
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Business Review
The Strategic Report, on pages1
to 43, contains a review of the
Company’s business model
and strategy, an analysis of its
performance during the financial
year and its future developments
and details of the principal risks and
challenges it faces. Its purpose is to
inform shareholders in the Company
and help them to assess how the
Directors have performed their duty to
promote the success of the Company.
The Strategic Report contains certain forward-looking
statements. These statements are made by the Directors in
good faith based on the information available to them up to
the date of this report. Such statements should be treated
with caution due to the inherent uncertainties, including
both economic and business risk factors, underlying such
forward-looking information.
BUSINESS MODEL
Worldwide Healthcare Trust PLC is an externally
managed investment trust. Its shares are admitted to
the closed-ended investment funds category of the FCA’s
Official List and to trading on the main market of the
London Stock Exchange.
The purpose of the Company is to achieve a high level
of capital growth for its shareholders by offering a single
investment that provides exposure to the global healthcare
sector. This is achieved through a diversified portfolio
of shares in pharmaceutical, biotechnology and other
healthcare related companies.
The Company’s investment objective and policy are detailed
on pages 8 and 9.
The Company’s strategy focuses on creating shareholder
value by meeting its investment objective.
As an externally managed investment trust, the Company
outsources all day-to-day management and administrative
functions. Consequently, it has no executive directors,
employees or internal operations. The Company engages
the following key service providers: 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 these appointments can be
found in the Business Review on pages 30 and 31.
The Board retains responsibility for all aspects of the
Company’s affairs, including:
• Setting and monitoring the investment strategy;
• Reviewing investment performance and policy; and
• Overseeing strategic matters such as dividend policy,
share issuance and buybacks, gearing, share price
monitoring, and corporate governance.
The Company qualifies as an investment company under
Section 833 of the Companies Act 2006 and has been
approved by HM Revenue & Customs as an investment trust
under Section 1158 of the Corporation Tax Act 2010. This
approval exempts the Company from taxation on capital
gains. The Directors have no reason to believe that this status
will not be maintained. Additionally, the Company is not
considered a close company for taxation purposes.
CONTINUATION OF THE COMPANY
A resolution was passed at the Annual General Meeting
(“AGM”) held in 2024 that the Company continues as an
investment trust for a further five year period. In accordance
with the Company’s Articles of Association, shareholders
will have an opportunity to vote on the continuation of the
Company at this year’s AGM and every five years thereafter.
THE BOARD
The Board of the Company comprises Doug McCutcheon
(Chair), Sven Borho, Sian Hansen, William Hemmings, Tim
Livett, Jo Parfrey and Dr Bina Rawal. With the exception
of Sian Hansen and William Hemmings, all of these
Directors served throughout the year. All are independent
non-executive Directors with the exception of Sven Borho
who is not considered to be independent by the Board.
Further information on the Directors can be found on
pages44 to 46.
All Directors, are seeking election or re-election by
shareholders at this year’s AGM.
DIVIDEND POLICY
It is the Company’s policy to pay out dividends to
shareholders at least to the extent required to maintain
investment trust status for each financial year. Such
dividends will typically be paid twice a year by means of an
interim dividend and a final dividend.
29
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
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 trade at a superior rating to its peers.
Frostrow actively promotes the Company in the following
ways:
Engaging regularly with institutional investors, discretionary
wealth managers and a range of execution-only platforms:
Frostrow regularly talks and meets with institutional
investors, discretionary wealth managers and execution-
only platform providers to discuss the Company’s strategy
and to understand any issues and concerns, covering both
investment and corporate governance matters;
Making Company information more accessible: Frostrow
works to raise the profile of the Company by targeting key
groups within the investment community, holding annual
investment seminars, overseeing PR output and managing
the Company’s website and wider digital offering, including
Portfolio Manager videos and social media;
Disseminating key Company information: Frostrow
performs the Investor Relations function on behalf of the
Company and manages the investor database. Frostrow
produces all key corporate documents, distributes monthly
Fact Sheets, the Interim and Annual Report and updates
from OrbiMed on portfolio and market developments; and
Monitoring market activity, acting as a link between the
Company, shareholders and other stakeholders: Frostrow
maintains regular contact with sector broker analysts and
other research and data providers, and conducts periodic
investor perception surveys, liaising with the Board to
provide up-to-date and accurate information on the latest
shareholder and market developments.
KEY PERFORMANCE INDICATORS (“KPIs”)
The Board assesses the Company’s performance in
meeting its objectives against KPI’s as follows. The KPI’s
have not changed from the previous year:
• Net asset value (“NAV”) per share total return*
against the Benchmark;
• Discount/premium of share price to NAV per
share*;and
• Ongoing charges*.
Information on the Company’s performance is provided in
the Statement from the Chair and the Portfolio Manager’s
Review and a record of these measures is shown on
pages1, 2 and 3. Further information can be found in the
Glossary beginning on page 96.
NAV per share total return* against the Benchmark
The Directors regard the Company’s NAV per share total
return as being the overall measure of value delivered to
shareholders over the long term. This reflects both net
asset value growth of the Company and dividends paid to
shareholders.
The Board considers the most important comparator,
against which to assess the NAV per share total return
performance, to be the MSCI World Health Care Index
measured on a net total return, sterling adjusted basis
(the‘Benchmark’). As noted on pages 8 and 9, OrbiMed has
flexibility in managing the investments and are not limited
by the make up of the Benchmark. As a result, investment
decisions are made that differentiate the Company from the
Benchmark and therefore the Company’s performance may
also be different from that of theBenchmark.
A full description of performance during the year under
review is contained in the Portfolio Manager’s Review
beginning on page 14.
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*
The Board continues to be conscious of expenses and
works hard to maintain a balance between good quality
service and costs.
As at 31 March 2025 the ongoing charges figure was 0.8%
(2024: 0.9%).
* Alternative Performance Measure (See Glossary beginning on page 96).
PRINCIPAL SERVICE PROVIDERS
The principal service providers to the Company are: the
AIFM, Frostrow; the Portfolio Manager, OrbiMed; the
Custodian and Prime Broker J.P. Morgan Securities LLC;
and the Depositary, J.P. Morgan Europe Limited. Details
of their key responsibilities follow and further information
on their contractual arrangements with the Company
are included in the Report of the Directors beginning on
page47.
BUSINESS REVIEW CONTINUED
* Alternative Performance Measure (see Glossary beginning on
page 96)
30
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
BUSINESS REVIEW CONTINUED
Alternative investment fund manager (“AIFM”)
Frostrow under the terms of its AIFM agreement with
theCompany provides, inter alia, the following services:
• oversight of the portfolio management function
delegated to OrbiMed;
• portfolio administration and valuation;
• risk management services;
• marketing and shareholder services;
• share price discount and premium management;
• administrative and secretarial services;
• advice and guidance in respect of corporate
governance requirements;
• maintenance of the Company’s accounting records;
• maintenance of the Company’s website;
• preparation and dispatch of annual and half-year
reports (as applicable) and monthly fact sheets; and
• ensuring compliance with applicable legal and
regulatory requirements.
During the year, under the terms of the AIFM Agreement,
Frostrow received a fee as follows:
On market capitalisation up to £150 million: 0.3%; in the
range £150 million to £500 million: 0.2%; in the range
£500 million to £1 billion: 0.15%; in the range £1 billion to
£1.5 billion: 0.125%; over £1.5 billion: 0.075%. In addition,
Frostrow receives a fixed fee per annum of £57,500.
Portfolio manager
OrbiMed under the terms of its portfolio management
agreement with the AIFM and the Company provides,
interalia, the following services:
• the seeking out and evaluating of investment
opportunities;
• deciding on the manner by which monies should be
invested, disinvested, retained or realised;
• advising on how rights conferred by the investments
should be exercised;
• analysing the performance of investments made; and
• advising the Company in relation to trends, market
movements and other matters which may affect the
investment objective and policy of the Company.
OrbiMed receives a base fee of 0.65% of NAV and a
performance fee of 15% of outperformance against the
Benchmark as detailed on page 47.
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 47 and 48.
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 47 and 48.
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
custodial investments and cash;
• processing of transactions;
• provision of an overdraft facility. Assets up to 140%
of the value of the drawn overdraft can be taken as
collateral. See page 91 for further details; and
• foreign exchange services.
AIFM AND PORTFOLIO MANAGER
EVALUATION AND RE-APPOINTMENT
The performance of the AIFM and the Portfolio Manager is
reviewed continuously by the Board and the Management
Engagement & Remuneration Committee (the “Committee”)
with a formal evaluation being undertaken each year.As
part of this process, the Committee monitors theservices
provided by the AIFM and the Portfolio Managerand receives
regular reports and views from them. TheCommittee also
receives comprehensive performance measurement reports
to enable it to determine whether or not the performance
objectives set by the Board have been met. The Committee
reviewed the appropriateness of the appointment of the AIFM
and the Portfolio Manager in March 2025 with a positive
recommendation being made to the Board.
31
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
BUSINESS REVIEW CONTINUED
The Board believes the continuing appointment of the AIFM
and the Portfolio Manager, under the terms described on pages
30 and 31, is in the interests of shareholders as a whole. In
coming to this decision, it took into consideration, interalia, the
following:
• the quality of the service provided and the depth of
experience of the company management, company
secretarial, administrative and marketing team
that the AIFM allocates to the management of the
Company; and
• the quality of the service provided and the quality
and depth of experience allocated by the Portfolio
Manager to the management of the portfolio and the
long-term performance of the portfolio in absolute
terms and by reference to the Benchmark.
RISK MANAGEMENT
The Board is responsible for the management of risks
faced by the Company. Through delegation to the Audit
& Risk Committee, the Board has established procedures
to manage risk, to review the Company’s internal control
framework and establish the level and nature of the
principal risks the Company is prepared to accept in order
to achieve its long-term strategic objective. At least twice
a year the Audit & Risk Committee carries out a robust
assessment of the principal risks and uncertainties with the
assistance of Frostrow (the Company’s AIFM) identifying
the principal risks faced by the Company. These principal
risks and the ways they are managed or mitigated are
detailed on the following pages. Further details on financial
risks and exposure to them is included in note 16, beginning
on page 88.
Principal risks and uncertainties Mitigation
Market risks
Systematic market risks
By the nature of its activities, the Company’s
portfolio is exposed to fluctuations in market price
(both individual security prices and FX rates) and
due to exposure to the global healthcare sector, it
is expected to have higher volatility than the wider
market. As such investors should be aware that
by investing in the Company they are exposing
themselves to market risks and those additional risks
specific to the sectors in which the Company invests,
such as political interference in drug pricing.
While this risk is accepted as inherent to the nature of the Company’s objective
the Board monitor exposures and ensure that the risk is adequately disclosed to
investors.
In addition, the Board and the AIFM have appointed OrbiMed to manage the
portfolio within the remit of the investment objective and policy, and imposed
various limits and guidelines, set out on pages 8 and 9. These limits ensure that
the portfolio is diversified, reducing the risks associated with individual stocks,
and that the maximum exposure (through derivatives and an overdraft facility)
is limited. The compliance with those limits and guidelines is monitored daily by
Frostrow and OrbiMed and reported to the Board monthly.
Discount risk
The Company is exposed to the risk that, particularly
in periods when the investment strategy or its
implementation underperforms, it may become less
attractive to investors. This could lead to reduced
demand for the Company’s shares, resulting in
a widening of the discount between the share
price and the Net Asset Value (NAV) per share.
Persistent underperformance, or a lack of clear
communication regarding the Company’s strategy
and positioning, may contribute to negative market
sentiment. This can, in turn, affect shareholder
confidence and trading liquidity.
In managing this risk the Board:
• reviews the Company’s Investment Objective and performance in relation
to market, and economic, conditions and the operation of the Company’s
peers;
• actively seeks to promote the Company to current and potential investors and
have appointed Quill PR to assist with this; and
• has implemented an active discount/premium control mechanism.
Frostrow have been appointed to provide Investor relations and Company
promotional activities. They report to the Board at each Board meeting on these
activities. Further information on these activities can be found on page 30.
32
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Principal risks and uncertainties Mitigation
Strategic risks
Active Management Risk
The appointment of a Portfolio Manager with a
high-conviction, actively managed investment
style, while potentially enhancing long-term
returns, can result in higher portfolio volatility and
returns diverging from those of the Benchmark.
Such divergence may not align with shareholder
expectations for performance consistency relative
to the Benchmark and could contribute to share
price discount volatility or investor dissatisfaction.
The Board conducts regular and detailed performance reviews of the Portfolio
Manager assessing both absolute and relative returns over appropriate time
horizons. The investment performance and portfolio is monitored at each Board
meeting with scrutiny on performance, concentration, sector weightings, and
volatility metrics.
The Board on at least an annual basis reviews, and considers, the appointment
of the Portfolio Manager to ensure the Portfolio Managers approach aligns with
the Company’s long-term strategic objectives and shareholder interests.
The Company’s communications and marketing strategy materials seek to
outline the high-conviction, unconstrained nature of the investment approach.
Macro economic risk, Geopolitical and
regulatoryrisks
The Company’s performance may be adversely
affected by macroeconomic instability, geopolitical
tensions, and changes in global regulatory or fiscal
policy. Such risks can lead to market volatility, shifts
in investor sentiment, currency fluctuations, and
disruptions to the business models of underlying
portfolio companies.
The appointment of the new U.S. administration may
introduce material uncertainty, particularly in relation
to healthcare policy, trade relationships, taxation, and
regulatory oversight. Given the portfolio’s substantial
exposure to U.S.-domiciled healthcare companies,
political intervention — including reforms to drug
pricing, regulatory approval processes, or public
healthcare funding — could materially impact the
valuations and earnings outlook of certain holdings.
Further risks include:
• Geopolitical conflict or rising protectionism,
which may disrupt supply chains, affect cross-
border investment flows, or trigger volatility in
global equity markets;
• Deteriorating diplomatic or trade relationships
between key economies, which may indirectly
impair the operating environment for the
Company’s portfolio companies;
• Rising levels of cybercrime, particularly where
healthcare companies are targeted for sensitive
commercial or patient data, potentially leading to
operational or reputational damage;
• Emerging market exposure, which introduces
heightened political risk, legal and regulatory
unpredictability, and currency instability.
While macroeconomic and geopolitical events remain outside the direct control
of the Company, the Board conducts regular reviews of the broader economic,
political, and regulatory environment, in close consultation with the Portfolio
Manager. Particular attention is paid to emerging developments that may
materially impact the healthcare sector or the geographies in which the portfolio
is invested.
The Board monitors the execution of the Company’s investment strategy in the
context of long-term objectives and the evolving risk landscape. This includes
reviewing portfolio exposures to specific countries, sectors, and currencies,
particularly in relation to areas of heightened geopolitical tension such as the Asia
Pacific region, and in light of potential risks stemming from trade disputes, tariffs,
or regulatory reform — including those under the new U.S. administration.
The Portfolio Manager’s risk team undertakes systematic risk analysis, including
ongoing monitoring of country-specific, sector-specific, and issuer-level risks.
In addition, the Board is supported by a specialist Alternative Investment Fund
Manager (AIFM) and Company Secretary, who provide regular updates on market
developments, industry regulation, and relevant legislative or tax changes, enabling
timely and informed oversight.
BUSINESS REVIEW CONTINUED
33
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
BUSINESS REVIEW CONTINUED
Principal risks and uncertainties Mitigation
Leverage Risk
The Company permits the use of gearing to
enhance capital growth. While day-to-day decisions
on leverage levels are delegated to the Portfolio
Manager (OrbiMed) within Board-approved limits,
the strategic setting of these parameters involves
balancing the potential for enhanced returns
with the risk of amplified losses during market
downturns. An inappropriate leverage policy could
misalign with shareholder expectations, increase
volatility, or result in underperformance relative to
the Benchmark.
The Board periodically reviews the Company’s leverage limits in consultation
with the AIFM and Portfolio Manager, considering market conditions, risk
tolerance, and long-term strategic objectives.
Activism Risk
The increasing visibility of activist investors on
investment trust share registers poses a potential
governance and strategic risk. Activists may seek
to influence the Company’s investment policy, fee
structure, share buyback programme, or strategic
direction, which may not align with the Company’s
long-term objective or those of other shareholders.
In monitoring this risk the Board:
• discusses at each Board meeting the Company’s future development and
strategy;
• reviews the shareholder register at each Board meeting;
• has implemented an active discount/premium control mechanism;
• both the Chair and SID make themselves available to meet with major
shareholders, if requested; and,
• all Directors attend the AGM are available to answer any questions, and
discuss any matters, with shareholders.
Frostrow and OrbiMed maintains regular and transparent communication with
shareholders. Feedback from shareholders, including any shareholder concerns,
are provided to each board meeting.
Investment risks
Performance risks
OrbiMed’s approach is expected to result in
performance that deviates meaningfully from market
indices and other healthcare-focused investment
companies. While this style may enhance long-term
returns, it can also lead to periods of significant
under- or outperformance relative to comparators.
In addition, the Company employs leverage, both
through the use of derivatives and traditional gearing.
While leverage is intended to enhance returns, it
also increases the Company’s exposure to market
movements, thereby amplifying both gains and losses.
In periods of market volatility or adverse performance,
the use of leverage may increase the risk of capital loss
and contribute to greater net asset value volatility.
To manage this risk the Board monitor the portfolio (both performance
and composition) and compliance with the limits (as noted on the previous
page) and on an, at least, annual basis consider the re-appointment of the
portfoliomanager.
Investment performance is a primary discussion item at all Board meetings.
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 88).
Strategic risks continued
34
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
BUSINESS REVIEW CONTINUED
Principal risks and uncertainties Mitigation
Unquoted investment risk
The Company invests in unquoted companies with
the objective of achieving enhanced long-term
returns. However, these investments carry a higher
degree of risk compared to quoted securities.
Unquoted holdings are typically illiquid, meaning
they may be more difficult to purchase, realise, or
value accurately. As such, their valuations can be
more volatile and subject to greater uncertainty than
those of listed investments. Valuation of unquoted
investments requires significant judgement and
is conducted in accordance with the accounting
policies set out in Note 1(a) beginning on page 78.
There is a risk that exit proceeds may ultimately be
materially lower than the valuations estimated by the
Company. In addition, external events beyond the
Company’s control — including market conditions,
political developments, or company-specific events —
may significantly affect both the valuation of, and the
Company’s ability to exit from, these investments.
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 79, which is in line with UK GAAP requirements
and the International Private Equity and Venture Capital (“IPEV”) Guidelines.
TheBoard also monitors the performance of these investments compared to
the additional risks involved.
ESG related risk
Both the Board and the Portfolio Manager recognise
the importance of maintaining a coherent and
credible approach to environmental, social and
governance (“ESG”) considerations. There is a risk
that failure to incorporate ESG factors effectively
into the investment decision-making process could
negatively impact long-term investment returns.
Companies that disregard ESG issues may face
regulatory, reputational, or operational challenges
that could impair their financial performance.
Furthermore, insufficient emphasis on ESG within
the Company’s investment framework may reduce
its attractiveness to current and prospective
shareholders, particularly as investor expectations
and stewardship standards continue to evolve.
A perceived lack of ESG integration could also
affect the Company’s inclusion in ESG-compliant
investment mandates and indices.
The Portfolio Manager provides ESG reports at each Board meeting, highlighting
examples where ESG issues influenced investment decisions and/or led to
engagement with an investee company. The Portfolio Manager also produces a
quarterly ESG update.
The Board ensures that the Portfolio Manager’s ESG approach is in line with
standards elsewhere and the Board’s expectations. A summary of the Portfolio
Manager’s approach to Responsible Investing can be found on page 28.
Investment risks continued
35
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
BUSINESS REVIEW CONTINUED
Principal risks and uncertainties Mitigation
Operational risks
Counterparty risk
In addition to market and foreign currency risks,
discussed above, the Company is exposed to
risk arising from the use of counterparties. If a
counterparty were to fail, the Company could
be adversely affected through either delay in
settlement or loss of assets.
The most significant counterparty the Company is
exposed to is J.P. Morgan Securities LLC which is
responsible for the safekeeping of the Company’s
assets and provides the overdraft facility to the
Company. As part of the arrangements with
J.P.Morgan Securities LLC they may take assets,
up to 140% of the value of the drawn overdraft, as
collateral and have first priority security interest
or lien over all of the Company’s assets. Such
assets taken as collateral may be used, loaned,
sold, rehypothecated or transferred by J.P. Morgan
Securities LLC. Although the Company maintains
the economic benefit from the ownership of those
assets it does not hold any of the rights associated
with those assets. Any of the Company’s assets
taken as collateral are not covered by the custody
arrangements provided by J.P. Morgan Securities
LLC. The Company is, however, afforded protection
in accordance with SEC rules and U.S. legislation
equal to the value of the assets that have been
rehypothecated.
This risk is managed by the Board through:
• reviews of the arrangements with, and services provided by, the Depositary
and the Custodian and Prime Broker to ensure that the security of the
Company’s assets is being maintained. Legal opinions are sought, where
appropriate, as part of this review. Also, the Board regularly monitors the
credit rating of the Company’s Custodian and Prime Broker;
• monitoring of the assets taken as collateral (further details can be found in
note 16 beginning on page 88);
• reviews of OrbiMed’s approved list of counterparties, the Company’s use of
those counterparties and OrbiMed’s process for monitoring, and adding to,
the approved counterparty list;
• monitoring of counterparties, including reviews of internal control reports
and credit ratings, as appropriate;
• by primarily investing in markets that operate DVP (Delivery Versus
Payment) settlement. The process of DVP mitigates the risk of losing the
principal of a trade during the settlement process; and
• J.P. Morgan Securities LLC is subject to regular monitoring by J.P.Morgan
Europe Limited, the Company’s Depositary, and the Board receives regular
reports from J.P. Morgan Europe Limited.
Service provider risk
The Company is reliant on the systems of its
service providers to run its business 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/ or financial
loss. Given the reliance on connected systems by
the Company’s service provider cyber risks are
considered to be heightened currently.
To manage these risks the Board:
• receives a monthly compliance report from Frostrow, which includes,
interalia, details of compliance with applicable laws and regulations;
• reviews internal control reports, key policies, including measures taken to
combat cyber security issues, and also the disaster recovery procedures of
its service providers;
• maintains a risk matrix with details of risks the Company is exposed to, the
controls relied on to manage those risks and the frequency of the controls
operation;
• receives updates on pending changes to the regulatory and legal environment
and progress towards the Company’s compliance with these; and
• has considered the increased risk of cyber-attacks and received reports
and assurance at meetings with its service providers where the information
security controls in place were reviewed.
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Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Emerging risks
The Company has carried out a robust assessment of its
emerging risks, and the procedures in place to identify and
monitor them are described below. The International Risk
Governance Council defines an ‘emerging’ risk as one that is
new, or a known risk appearing in a new or unfamiliar context,
or under new contextual conditions (i.e. re-emerging). Failure
to identify emerging risks may result in reactive responses
rather than proactive management and, in extreme cases,
could render the Company unviable or force a fundamental
change to its structure, objective, or strategy.
The Audit & Risk Committee reviews a risk schedule at its
half-yearly meetings. Emerging risks are discussed during
these sessions and are also considered on an ongoing basis
to ensure that both new and evolving risks are identified and,
where practicable, mitigated.
The Audit & Risk Committee continues to monitor and assess
the following key emerging risks:
• Technological disruption in global healthcare markets,
including the impact of artificial intelligence, precision
medicine, and digital health platforms;
• Evolving ESG expectations and regulatory standards,
particularly relating to climate disclosure, social impact,
and governance frameworks;
• Cybersecurity threats affecting the Company’s service
providers and/or portfolio companies, particularly relating
to the protection of sensitive medical or patient data;
• Long-term changes in global healthcare policy, public
funding models, and innovation frameworks, especially in
the U.S. and emerging markets; and
• Potential long-term impacts of tariffs and trade
barriers, which may arise from protectionist policy shifts
or the deterioration of trade relationships. These could
disrupt pharmaceutical and biotechnology supply chains,
impact cross-border investment flows, and raise input
costs for portfolio companies, thereby adversely affecting
operating margins and investment returns over time.
The Committee recognises that such risks can also present
opportunities for companies that adapt early, and it remains
alert to both the threats and potential strategic implications
they may pose.
DISCOUNT/PREMIUM CONTROL
The Board undertakes a regular review of the level of
discount/premium and consideration is given to ways in
which share price performance may be enhanced, including
the effectiveness of marketing, share issuance and share
buybacks, where appropriate.
It is the Board’s policy to buy back the Company’s shares
if the share price discount to the net asset value per share
exceeds 6% on an ongoing basis. Shares repurchased
are held as treasury shares. Treasury shares can be sold
back to the market at a later date at a premium to the
cum-income net asset value per share (See Glossary
beginning on page 96). Shareholders should note, however,
that it remains very possible for the discount to be greater
than 6% for extended periods of time particularly when
sentiment towards the Company, the sector and to
investment trusts generally remains poor.
While buybacks may prove unable to prevent the discount
from widening, they also enhance the net asset value per
share for remaining shareholders and go some way to
dampening discount volatility which can adversely affect
investors’ risk adjusted returns.
At times when there are unsatisfied buying orders for the
Company’s shares in the market, the Company has the
ability to issue new shares or to re-issue treasury shares
at a small premium to the cum income net asset value
per share. This acts as an effective share price premium
management tool.
Details of share issuance and share buybacks are set out
on page 48.
SOCIAL, HUMAN RIGHTS AND
ENVIRONMENTAL MATTERS
The Directors, through the Company’s Portfolio Manager,
encourage companies in which investments are made
to adhere to best practice with regard to corporate
governance. In light of the nature of the Company’s
business there are no relevant human rights issues and the
Company does not have a human rights policy.
The Company recognises that social and environmental
issues can have an effect on some of its investee companies.
The Company is an investment trust and so its
own direct environmental impact is minimal. As an
externally- managed investment trust, the Company does
not have any employees or maintain any premises, nor does
it undertake any manufacturing or other physical operations
itself. All its operational functions are outsourced to third
BUSINESS REVIEW CONTINUED
37
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
party service providers. Therefore, the Company has no
material, direct impact on the environment or any particular
community and the Company itself has no environmental,
human rights, social or community policies. The Board
of Directors consists of seven Directors, five of whom
are resident in the UK, one in Canada and one in theU.S.
TheBoard holds the majority of its regular meetings in the
UK, with usually one meeting held each year in NewYork,
and has a policy that travel, as far as possible, is minimal,
thereby minimising the Company’s greenhouse gas
emissions. Further details concerning greenhouse gas
emissions can be found within the Report of the Directors
on page 49. Video conferencing has proved to be a very
effective way of holding meetings, and this medium
continues to be used alongside in person meetings.
The Portfolio Manager engages with the Company’s
underlying investee companies in relation to their corporate
governance practices and the development of their policies
on social, community and environmental matters.
INTEGRITY AND BUSINESS ETHICS
The Company is committed to carrying out business in an
honest and fair manner with a zero-tolerance approach to
bribery, tax evasion and corruption. As such, policies and
procedures are in place to prevent this. In carrying out its
activities, the Company aims to conduct itself responsibly,
ethically and fairly, including in relation to social and human
rights issues.
The Company believes that high standards of ESG make
good business sense and have the potential to protect
and enhance investment returns. The Portfolio Manager’s
investment criteria provide that ESG and ethical issues are
taken into account and best practice is encouraged by the
Board. The Board’s expectations are that its principal service
providers have appropriate governance policies in place.
TASKFORCE FOR CLIMATE-RELATED
FINANCIAL DISCLOSURES (“TCFD”)
The Company notes the TCFD recommendations on
climate-related financial disclosures. The Company is an
investment trust with no employees, internal operations
or property and, as such, it is exempt from the UK Listing
Rules requirement to report against the TCFD framework.
GOING CONCERN
The financial statements have been prepared on a going
concern basis. The Directors consider this is the appropriate
basis as the Company has adequate resources to continue
in operational existence for the foreseeable future, being
taken as 12 months from the date of approval of this report
on 10June 2025. The Company’s shareholders are asked
every five years to vote for the continuation of the Company,
this will next be put to shareholders at the Annual General
Meeting to be held in 2029. The content of the Company’s
portfolio, trading activity, the Company’s cash balances and
revenue forecasts, and the trends and factors likely to affect
the Company’s performance are reviewed and discussed at
each Board meeting. The Board has considered a detailed
assessment of the Company’s ability to meet its liabilities
as they fall due, including stress and liquidity tests which
modelled the effects of substantial falls in markets and
significant reductions in market liquidity, on the Company’s
net asset value, its cash flows and its expenses. Further
information is provided in the Audit & Risk Committee Report
beginning on page 59.
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
below, the Company’s cash balances, and the liquidity of the
Company’s listed investments, the Directors are satisfied
that the Company has adequate financial resources to
continue in operation for at least the next 12 months and
that, accordingly, it is appropriate to continue to adopt the
going concern basis in preparing the financial statements.
VIABILITY STATEMENT
The Directors have assessed the Company’s position and
prospects, including consideration of the Company’s principal
risks, and have formed a reasonable expectation that the
Company will be able to continue in operation and meet its
liabilities as they fall due over the next five financial years. The
Board has chosen a five-year horizon in view of both the long-
term outlook adopted by the Portfolio Manager when making
investment decisions and also the investment horizon adopted
by investors.
To make this assessment, the Audit & Risk Committee has
considered the Company’s financial position, its ability to
liquidate the portfolio and to meet its liabilities as they fall due.
The following points were noted:
• The portfolio is comprised principally of investments
traded on major international stock exchanges. Based on
recent market volumes 80.7% of the current portfolio could
be liquidated within one trading day. There is no current
expectation that the nature of the investments held within
the portfolio will be significantly different in future.
• The Board has considered the viability of the Company
under various scenarios, including periods of stock market
and economic volatility, and concluded that it would
BUSINESS REVIEW CONTINUED
38
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
BUSINESS REVIEW CONTINUED
expect to be able to ensure the financial stability of the
Company due, in large part, to having a diversified portfolio
comprising principally of listed and readily realisable
assets. As illustrated in note 16 to the financial statements,
the Board has considered the following risks with
appropriate sensitivity analysis having been undertaken:
market risk (including foreign currency risk, interest rate
risk and other price risk), liquidity risk and credit risk.
With an ongoing charges ratio of 0.8%, the expenses of the
Company are predictable and modest in comparison with the
assets and there are no known capital commitments which
would alter that position.
• The Company has an overdraft facility which can be used
to meet its liabilities. Details of the Company’s current
liabilities as at 31 March 2025 are set out in notes 10 and
12 to the financial statements.
• The Company has no employees. Therefore, it does not
have redundancy or other employment related liabilities or
responsibilities.
The Audit & Risk Committee, in addition to considering
the potential impact of the Company’s principal risks
and various plausible downside scenarios, has made the
following assumptions in considering the Company’s
longer-term viability:
• There will continue to be demand for investment trusts;
• The Portfolio Manager will continue to adopt a long-term
view when making investments;
• The Company invests principally in the securities of listed
companies traded on international stock exchanges to
which investors will wish to continue to have exposure;
• Shareholders will vote for the continuation of the Company
at the Annual General Meeting to be held in 2029 and at
five-year intervals thereafter;
• Due to the closed-ended nature of the Company, unlike
open-ended funds, it does not have to sell investments
when shareholders wish to sell their shares;
• The Company will continue to be able to fund share
buybacks when required. The Company bought back
51,310,528 shares in the year under review at a total cost
of £176.5 million. It had shareholders’ funds in excess of
£1,687 million at the year end; and
• The long-term performance of the Company will continue
to be satisfactory.
STAKEHOLDER INTERESTS AND BOARD
DECISION-MAKING (SECTION 172 OF THE
COMPANIES ACT 2006)
The Directors are required to explain more fully how they have
discharged their duty under s172 of the Companies Act 2006
in promoting the success of the Company for the benefit of the
members as a whole. This includes the likely consequences
of the Directors’ decisions in the long term and how they have
taken wider stakeholders’ needs into account.
The Directors aim to act fairly between the Company’s
stakeholders. The Board’s approach to shareholder relations
is summarised in the Corporate Governance Report beginning
on page 51. The Statement from the Chair beginning on
page4 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 pershare.
As an externally managed investment trust, the Company
has no employees, customers, operations or premises.
Therefore, the Company’s key stakeholders (other than its
shareholders) are considered to be its service providers.
The need to foster business relationships with the service
providers and maintain a reputation for high standards
of business conduct are central to the Directors’ decision-
making as the Board of an externally managed investment
trust. The Directors believe that fostering constructive and
collaborative relationships with the Company’s service
providers will assist in their promotion of thesuccess of the
Company for the benefit of all shareholders.
The Board engages with representatives from its service
providers throughout the year. Representatives from OrbiMed
and Frostrow are in attendance at each Board meeting. As
the Portfolio Manager and the AIFM respectively, the services
they provide are fundamental to the long-term success and
smooth running of the Company. The Statement from the
Chair on pages 4 to 6 and also in the Business Review on
pages31 and 32, describe relevant decisions taken during the
year relating to OrbiMed and Frostrow. Further details about
the matters discussed in Board meetings and the relationship
between OrbiMed and the Board are set out in the Corporate
Governance Report beginning on page 51.
Representatives from other service providers are asked to
attend Board meetings when deemed appropriate.
Further details are set out overleaf.
39
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
Stakeholder group
The benefits of engagement with the
Company's stakeholders
How the board, the portfolio manager and
the AIFM have engaged with the Company’s
stakeholders
Investors
Clear communication of the Company’s strategy
and the performance against the Company’s
objective can help the share price trade at a
narrower discount or a premium to its net asset
value per share which benefits shareholders.
New shares can be issued to meet demand without
net asset value per share dilution to existing
shareholders. Increasing the size of the Company
can benefit liquidity as well as spread costs.
Share buybacks 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.
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, where the
Portfolio Manager provides an update on the
Company’s performance and strategy. This is
followed by a question and answer section.
• The Company’s website which hosts reports,
articles and insights, and monthly fact sheets.
• One-on-one and group investor meetings.
• Should any significant votes be cast
against a resolution proposed at the Annual
General Meeting the Board will engage with
shareholders.
• The Board will explain in its announcement
of the results of the Annual General Meeting
any actions it intends to take to consult
shareholders in order to understand the
reasons behind any significant votes against.
• If required, following any consultation, an
update would be published no later than six
months after the Annual General Meeting
and the Annual Report will detail the impact
shareholder feedback has had on any
decisions the Board has taken and any actions
or resolutions proposed.
The Board followed this course of action
following last year’s Annual General Meeting,
where there were two resolutions where more
than 20% of the votes cast were against the
resolution.
BUSINESS REVIEW CONTINUED
40
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
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. TheChair
of the Board and the Senior Independent Director also met
with key shareholders during the year to discuss corporate
governance matters and also the Company’s investment
strategy.
Frostrow and the Portfolio Manager engage with retail investors
through a number of different channels:
(i) The Company’s website, which is maintained by Frostrow,
contains articles, webinars and quarterly updates;
(ii) A distribution list of shareholders (retail and professional)
which is maintained by Frostrow and is used to communicate
with investors on a regular basis;
(iii) The Portfolio Manager provides annual presentations online
– (webcasts) and offline (Annual General Meeting), which
shareholders are able to attend and participate in; and
(iv) Frostrow ensures that the Company is available through a
wide range of leading execution only platforms.
BUSINESS REVIEW CONTINUED
41
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
Stakeholder group
The benefits of engagement with the
Company's stakeholders
How the board, the portfolio manager and
the AIFM have engaged with the Company’s
stakeholders
Portfolio Manager
Engagement with the Company’s Portfolio
Manager is necessary to evaluate their
performance against the Company’s stated
strategy and to understand any risks or
opportunities this may present. The Board ensures
that the Portfolio Manager’s environmental, social
and governance (“ESG”) approach is in line with
standards elsewhere and the Board’s expectations.
Engagement also helps ensure that the Portfolio
Manager’s fees are closely monitored and remain
competitive.
Gaining a deeper understanding of the portfolio
companies and their strategies as well as
incorporating consideration of ESG factors into
the investment process assists in understanding
and mitigating risks of an investment as well as
identifying future potential opportunities.
The Board met regularly with the Company’s
Portfolio Manager throughout the year. The Board
also receives monthly performance and compliance
reporting.
The Portfolio Manager’s attendance at each Board
meeting provides the opportunity for the Portfolio
Manager and Board to further reinforce their mutual
understanding of what is expected from both
parties.
The Board encourages the Company’s Portfolio
Manager to engage with companies and in
doing so expects ESG issues to be an important
consideration.
The Board receives an update on Frostrow’s
engagement activities by way of a dedicated report
at Board meetings and at other times during the
year as required.
Service Providers
The Company contracts with third parties for other
services including: custody, company secretarial,
accounting & administration and registrar. The
Company ensures that the third parties to whom
the services have been outsourced complete their
roles in line with their service level agreements
thereby supporting the Company in its success and
ensuring compliance with its obligations.
The Board and Frostrow, acting in its capacity as
AIFM, engage regularly with other service providers
both in one-to-one meetings and via regular written
reporting. This regular interaction provides an
environment where topics, issues and business
development needs can be dealt with efficiently and
collegiately.
The Board together with Frostrow also carried out a
review of the service providers’ business continuity
plans and additional cyber security provisions.
The review of the performance of the Portfolio
Manager and Frostrow is a continuous process
carried out by the Board and the Management
Engagement & Remuneration Committee with a
formal evaluation being undertaken annually.
BUSINESS REVIEW CONTINUED
42
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
What were the key areas of engagement?
What actions were taken, including main decisions?
Key areas of engagement with the Portfolio Manager on an ongoing basis are portfolio composition, performance, outlook
and business updates.
• Regular review of the performance and make up of the
investment portfolio.
• The integration of ESG factors into the Portfolio Manager’s
investment processes.
• The Board engaged with the Portfolio Management team
to discuss the Company’s overall performance as well as
developments in individual portfolio companies and wider
macroeconomic developments.
• The Portfolio Manager reports on ESG issues at each Board
meeting.
Key areas of engagement with Service Providers
• The Directors have frequent engagement with the Company’s
other service providers through the annual cycle of reporting. This
engagement is completed with the aim of maintaining an effective
working relationship and oversight of the services provided.
• No specific action required as the reviews of the Company’s
service providers, have been positive and the Directors believe
their continued appointment is in the best interests of the
Company.
Key areas of engagement with the broker
• The Board is cognisant that the trading of the Company‘s
shares at a persistent and significant discount or premium
to the prevailing NAV per share is not in the interests of
shareholders.
• Throughout the year the Board closely monitored the Company’s
discount/premium to NAV per share and received regular
updates from the broker. 51,310,528 shares were bought back
during the year, and a further 11,291,577 shares were bought
back since the year end to 9 June 2025. Nonew shares were
issued during the year, nor following the year end to 9 June
2025. (Please see the statement from the Chair on pages 4 to 6
for further information.)
PERFORMANCE AND FUTURE
DEVELOPMENTS
A review of the Company’s year, its performance and
the outlook for the Company can be found in the Chair’s
Statement on pages 4 to 6 and in the Portfolio Manager’s
Review on pages 14 to 27.
The Company’s overall strategy remains unchanged.
ALTERNATIVE PERFORMANCE MEASURES
The Financial Statements (on pages 74 to 94) set out the
required statutory reporting measures of the Company’s
financial performance. In addition, the Board assesses the
Company’s performance against a range of criteria which
are viewed as particularly relevant for investment trusts,
which are explained in greater detail in the Strategic Report,
under the heading ‘Key Performance Indicators’ on page 30.
By order of the Board
Frostrow Capital LLP
Company Secretary
10 June 2025
BUSINESS REVIEW CONTINUED
43
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS FURTHER INFORMATION
Board of Directors
Non-Executive Director
Joined the Board in 2018
Annual Remuneration Year Ended
2025: Nil
Committee Membership
Sven is not a member of any of the
Company’s Committees.
Shareholding in the Company
250,000
Skills and Experience
Sven H. Borho, CFA, is a founder and
Managing Partner of OrbiMed. Sven
heads the public equity team and he
is the portfolio manager for OrbiMed’s
public equity and hedge funds. He has
been a portfolio manager for the firm’s
funds since 1993 and has played an
integral role in the growth of OrbiMed’s
asset management activities.
He started his career in 1991 when
he joined OrbiMed’s predecessor
firm as a Senior Analyst covering
European pharmaceutical firms and
biotechnology companies worldwide.
Sven studied business administration
at Bayreuth University in Germany and
received a M.Sc. (Econs.), Accounting
and Finance, from The London School
of Economics.
Other Appointments
Sven is a Managing Partner of
OrbiMed. Sven is also a non-executive
Director of Chinese biopharmaceutical
company Sinovac Biotech Ltd.
Standing for re-election: Yes
Independent Non-Executive
Director
Joined the Board on 1 October 2024
Annual Remuneration Year Ended
2025: £35,956
Committee Membership
Sian is a member of the Audit & Risk,
the Management Engagement &
Remuneration and the Nominations
Committees.
Shareholding in the Company
3,017
Skills and Experience
Previously Sian was Chief Operating
Officer of C|T Group, Executive Director
of the Legatum Institute and before that,
Managing Director of the UK think tank
Policy Exchange.
Earlier in her career, Sian was a senior
equity analyst and Co-Director of
Sales for Asian Emerging Markets at
Société Générale. Sian enhances the
Board’s knowledge of sustainability,
enabling meaningful debates with
the Portfolio Manager to take place.
As a thought leader in political and
other forums, she brings a valuable
perspective on geo-political matters.
Other Appointments
Sian is a non-executive Director of
Pacific Assets Trust plc and of The
Lindsell Train Investment Trust plc.
Standing for election: Yes
Independent Non-Executive Chair
Joined the Board in 2012 and became
Chair on 6 July 2022
Annual Remuneration Year Ended
2025: £56,924
Committee Membership
Doug attends the Audit & Risk
Committee by invitation and is
a member of the Nominations
and Management Engagement &
Remuneration Committees.
Shareholding in the Company
300,000
Skills and Experience
Doug is the President of Longview
Asset Management Ltd., an
independent investment firm that
manages the capital of families,
charities and endowments. Prior
to this, Doug was an investment
banker for 25 years at UBS and its
predecessor firm, S.G. Warburg, where,
most recently, he was the head of
Healthcare Investment Banking for
Europe, the Middle East, Africa and
Asia- Pacific. Doug is involved in
philanthropic organisations with a
focus on healthcare and education. He
attended Queen’s University, Canada.
Other Appointments
Doug is a non-executive Director of
Labrador Iron Ore Royalty Corporation
listed on the Toronto Stock Exchange.
Standing for re-election: Yes
DOUG MCCUTCHEON SVEN BORHO SIAN HANSEN
44
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Independent Non-Executive
Director
Joined the Board on 1 October 2024
Annual Remuneration Year Ended
2025: £35,956
Committee Membership
William is a member of the Audit &
Risk, the Management Engagement
& Remuneration and Nominations
Committees.
Shareholding in the Company
7,250
Skills and Experience
William has extensive experience
in the investment trust sector
from his previous roles as Head
of Closed End Funds and Head of
Investment Companies at Aberdeen
Group (formerly Aberdeen Asset
ManagementPLC). He was also
formerly a Non-Executive Director on
the board of Primary Health Properties
Plc and a Director of the Association of
Investment Trust Companies.
Other Appointments
William is a consultant to board
performance and external evaluation
specialist Cyclico.
Standing for election: Yes
Independent Non-Executive
Director
Joined the Board in 2022
Annual Remuneration Year Ended
2025: £44,054
Committee Membership
A qualified accountant, Tim is Chair
of the Audit & Risk Committee and
is a member of the Management
Engagement & Remuneration and
Nominations Committees.
Shareholding in the Company
22,128
Skills and Experience
Tim was formerly the Chief Financial
Officer at Caledonia Investments
PLC. Prior to this role he was Chief
Financial Officer at Wellcome Trust,
the global charitable trust focused
on health research, and at Virgin
Atlantic Limited. He has an extensive
and broad financial background. Tim
studied Chemistry at Oxford University.
Other Appointments
Tim is a non-executive Director of
British Standards Institution and
of Oxford University Endowment
Management, plus a Trustee of
Babraham Institute; he chairs the
respective Audit and Risk Committees
of these institutions. He is also a
non-executive Director of Premier
MarinasGroup, and a Director and
Trustee of the Shell Foundation.
Standing for re-election: Yes
WILLIAM HEMMINGS TIM LIVETT, ACMA
BOARD OF DIRECTORS CONTINUED
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
45
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
BOARD OF DIRECTORS CONTINUED
Independent Non-Executive
Director
Joined the Board in 2022
Annual Remuneration Year Ended
2025: £35,956
Committee Membership
Jo is Chair of the Management
Engagement & Remuneration
Committee and is a member of
the Audit & Risk and Nominations
Committees.
Shareholding in the Company
20,000
Skills and Experience
A Chartered Accountant by training,
Jo is an experienced investor with a
background in private equity with LGV
Capital Partners Limited, where she
was on the Board. Jo was formerly a
non-executive Director of Henderson
International Income Trust plc, Guy’s
and StThomas’ Enterprises Limited. Jo
has extensive experience of both global
investment trusts and healthcare,
including life sciences. Jo studied
chemistry at OxfordUniversity.
Other Appointments
Jo is a non-executive Director of
Octopus AIMVCT. She is also the
non-executive Chair of Babraham
Research CampusLimited.
Standing for re-election: Yes
Independent Non-Executive
Director
Joined the Board in 2019
Annual Remuneration Year Ended
2025: £38,563
Committee Membership
Bina is the Senior Independent Director
and is Chair of the Nominations
Committee. She is also a member of
the Audit & Risk and the Management
Engagement & Remuneration
Committees.
Shareholding in the Company
26,060
Skills and Experience
A physician scientist with 25
years’ experience in Research and
Development, Bina has held senior
executive roles in drug development
and scientific evaluation in four
global pharmaceutical companies.
She has also worked in senior roles
with two medical research funding
organisations: Wellcome Trust and
Cancer Research UK. Bina was also
formerly a Trustee on the Board of the
Social Mobility Foundation.
Other Appointments
Bina is a non-executive Director of
PHPPlc.
Standing for re-election: Yes
JO PARFREY, ACA DR BINA RAWAL
46
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Report of the Directors
The Directors present their Annual
Report on the affairs of the Company
together with the audited financial
statements and the Independent
Auditors’ Report for the year ended
31 March 2025.
SIGNIFICANT AGREEMENTS
Details of the services provided under these agreements are
included in the Strategic Report on pages 30 and 31.
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
page31.
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.
As at 31 March 2025 no performance fees were accrued or
payable (31 March 2024: £nil). Since the last performance
fee was paid in 2021, the Company has underperformed
it’s Benchmark and as such no performance fee has been
provided for in the current or comparative year.
Depositary agreement
The Company appointed J.P. Morgan Europe Limited
(the“Depositary”) as its Depositary in accordance with the
AIFMD on the terms and subject to the conditions of the
Depositary agreement between the Company, Frostrow and
the Depositary (the “Depositary Agreement”).
Under the terms of the Depositary Agreement the Company
has agreed to pay the Depositary a fee calculated at 1.75bp
on net assets up to £150 million, 1.50 bps on net assets
between £150 million and £300 million, 1.00bps on net
assets between £300 million and £500 million and 0.50bps
on net assets above £500 million.
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”).
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
47
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
REPORT OF THE DIRECTORS CONTINUED
The Delegation Agreement transfers the Depositary’s
liability for the loss of the Company’s financial instruments
held in custody by the Custodian and Prime Broker to the
Custodian and Prime Broker as permitted by the AIFMD.
The Company has consented to the transfer and reuse
of its assets by the Custodian and Prime Broker (known
as “rehypothecation”) in accordance with the terms of an
institutional account agreement between the Company, the
Custodian and Prime Broker and certain other J.P. Morgan
entities (as defined therein). See page 31 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”).
TheCustodian and Prime Broker receives interest on the
drawn overdraft as detailed in note 12 on page 87.
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 74 and 75. Details
of the Company’s dividend record can be found on page 3.
Substantial interests in share capital
As at 31 March 2025, the Company had not been notified
of any substantial interests in the Company’s voting rights.
Between the year-end and the date of this report the
Company was notified of the following substantial interest
in the Company’s voting rights.
Number of
shares held % held
Saba Capital Management L.P.
26,476,555* 5.4
*The number and percentage of voting rights attributable to shares held
directly was 4,275,644, equating to 0.9% of the Company’s issued share
capital. The number and percentage of voting rights attributable to shares
held through total return swaps was 22,200,911 equating to 4.5% of the
Company’s issued share capital.
This table reflects those shareholders who have notified the
Company of a substantial interest in its shares when they
have crossed certain thresholds and may not reflect their
current holding. The table does not reflect the full range
of investors in the Company. The shareholder register is
principally comprised of private wealth managers and retail
investors owning their shares through a variety of online
platforms. A profile of the Company’s ownership is shown
on page 95.
CAPITAL STRUCTURE
The Company’s capital structure comprises solely
ordinary shares. During the financial year, a total of
51,310,528 shares were repurchased for treasury at a
cost of £176.5m and at an average discount of 10.8%. The
shares repurchased during the year equated to 9.4% of the
Company’s share capital at the beginning of the year.
At 31 March 2025 the Company had 494,631,804 shares in
issue, excluding the 107,033,396 shares held in treasury.
Voting rights in the Company’s shares
Details of the voting rights in the Company’s shares at the
date of this Annual Report are given in note 9 to the Notice
of Annual General Meeting on page 104. Each shareholder
is entitled to one vote on a show of hands and, on a poll,
onevote for every share held.
DIRECTORS’ & OFFICERS’ LIABILITY
INSURANCE COVER
Directors’ & officers’ liability insurance cover was
maintained by the Company during the year ended
31March 2025 and to the date of this report. It is intended
that this policy will continue for the year ending 31 March
2026 and subsequent years.
DIRECTORS’ INDEMNITIES
During the year under review and to the date of this report,
indemnities were in force between the Company and each
of its Directors under which the Company has agreed to
indemnify each Director, to the extent permitted by law, in
respect of certain liabilities incurred as a result of carrying
out his or her role as a Director of the Company. The
Directors are also indemnified against the costs of defending
any criminal or civil proceedings or any claim by the
Company or a regulator as they are incurred provided that
where the defence is unsuccessful the Director must repay
those defence costs to the Company. The indemnities are
qualifying third party indemnity provisions for the purposes
of the Companies Act 2006.
A copy of each deed of indemnity is available for inspection
at the Company’s registered office during normal business
hours and will be available for inspection at the Annual
General Meeting. Please refer to the Statement from the
Chair on pages 4 to 6 for details of this year’s Annual General
Meeting arrangements.
48
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
REPORT OF THE DIRECTORS CONTINUED
POLITICAL AND CHARITABLE DONATIONS
The Company has not in the past and does not intend in the
future to make political or charitable donations.
MODERN SLAVERY ACT 2015
The Company does not provide goods or services in the
normal course of business, and as a financial investment
vehicle does not have customers. The Directors do not
therefore consider that the Company is required to make a
statement under the Modern Slavery Act 2015 in relation to
slavery or human trafficking.
ANTI-BRIBERY AND CORRUPTION POLICY
The Board has adopted a zero tolerance approach to
instances of bribery and corruption. Accordingly it expressly
prohibits any Director or associated persons when acting on
behalf of the Company, from accepting, soliciting, paying,
offering or promising to pay or authorise any payment, public
or private in the UK or abroad to secure any improper benefit
for themselves or for the Company.
The Board ensures that its service providers apply the same
standards in their activities for the Company.
A copy of the Company’s Anti Bribery and Corruption Policy
can be found on its website at www.worldwidewh.com. The
policy is reviewed regularly by the Audit & Risk Committee.
CRIMINAL FINANCES ACT 2017
The Company has a commitment to zero tolerance towards
the criminal facilitation of tax evasion.
A copy of the Company’s Prevention of the Facilitation
of Tax Evasion Policy can be found on its website at
www.worldwidewh.com. The policy is reviewed regularly by
the Audit & Risk Committee.
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.
COMMON REPORTING STANDARD (“CRS”)
CRS is a global standard for the automatic exchange of
information commissioned by the Organisation for Economic
Cooperation and Development and incorporated into UK law
by the International Tax Compliance Regulations 2015. CRS
requires the Company to provide certain additional details
to HMRC in relation to certain shareholders. The reporting
obligation began in 2016 and is an annual requirement. The
Registrars, Link Group, have been engaged to collate such
information and file the reports with HMRC on behalf of the
Company.
CORPORATE GOVERNANCE
The Corporate Governance Report is set out on pages51
to58.
ARTICLES OF ASSOCIATION
Amendments of the Company’s Articles of Association
require a special resolution to be passed by shareholders.
REQUIREMENTS OF THE UK LISTING RULES
The UK Listing Rules require the Company to include certain
information in a single identifiable section of the Annual
Report or a cross reference table indicating where the
information is set out. The Directors confirm that there are
no disclosures to be made under the UK Listing Rules.
UK SANCTIONS
The Board has made due diligence enquiries of the service
providers that process the Company’s shareholder data, to
ensure the Company’s compliance with the UK sanctions
regime. The relevant service providers have confirmed that
they check the Company’s shareholder data against the UK
sanctions list on a daily basis. At the date of this report, no
sanctioned individuals had been identified on the Company’s
shareholder register. The Board notes that stockbrokers
and execution-only platforms also carry out their own
duediligence.
By order of the Board
Frostrow Capital LLP
Company Secretary
10 June 2025
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
49
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance with
applicable law and regulations. In preparing these financial
statements, the Directors are required to:
• select suitable accounting policies and apply them
consistently;
• make judgements and estimates that are reasonable
and prudent;
• follow applicable UK accounting standards comprising
FRS 102;
• prepare the financial statements on a going concern
basis unless it is inappropriate to presume that the
Company will continue in business; and
• prepare a director’s report, a strategic report and a
directors’ remuneration report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
and the Directors’ Remuneration Report comply with
the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for
taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are responsible for ensuring that the Report
of the Directors and other information included in the
Annual Report is prepared in accordance with company
law in the United Kingdom. They are also responsible for
ensuring that the Annual Report includes information
required by the UK Listing Rules.
The Directors are also responsible for ensuring that the
Annual Report and the Financial Statements are made
available on a website. The Annual Report and the Financial
Statements are published on the Company’s website at
www.worldwidewh.com and via Frostrow’s website at
www.frostrow.com. The maintenance and integrity of
these websites, so far as it relates to the Company, is the
responsibility of Frostrow. The work carried out by the
Auditors does not involve consideration of the maintenance
and integrity of these websites and, accordingly, the
Auditors accept no responsibility for any changes that have
occurred to the financial statements since they were initially
presented on these websites. Visitors to the websites
need to be aware that legislation in the United Kingdom
governing the preparation and dissemination of the financial
statements may differ from legislation in their jurisdiction.
DISCLOSURE OF INFORMATION TO THE
AUDITORS
So far as the Directors are aware, there is no relevant
information of which the Auditors are unaware.
TheDirectors have taken all steps they ought to have taken
to make themselves aware of any relevant audit information
and to establish that the Auditors are aware of such
information.
RESPONSIBILITY STATEMENT OF THE
DIRECTORS IN RESPECT OF THE ANNUAL
FINANCIAL REPORT
The Directors confirm to the best of their knowledge that:
• the Annual Report and the Financial Statements
have been prepared in accordance with applicable
accounting standards, give a true and fair view of the
assets, liabilities, financial position and the return for the
year ended 31 March 2025; and
• the Annual Report and the Financial Statements,
includes a fair review of the development and
performance of the Company and of its financial
position, together with a description of the principal
risks and uncertainties it faces. Also, that taken as
a whole they are fair, balanced and understandable
and provide the information necessary to assess the
Company’s performance, business model and strategy.
On behalf of the Board
Doug McCutcheon
Chair
10 June 2025
50
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
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.
Corporate Governance
Management Engagement &
Remuneration Committee
Chair
Jo Parfrey
All Independent Directors
Key responsibilities:
• to review regularly the
contracts, the performance and
remuneration of the Company’s
principal service providers;
• to set the Directors’ Remuneration
Policy; and
• to review the terms and conditions
of the Directors’ appointments.
THE BOARD
Chair – Doug McCutcheon
Senior Independent Director – Dr. Bina Rawal
Five additional non-executive Directors, all considered independent, except for Sven Borho (see page 44 for further information).
Key responsibilities:
• to provide leadership and set strategy, values and standards within a framework of prudent effective controls which enable risk to
be assessed and managed;
• to ensure that a robust corporate governance framework is implemented; and
• to challenge constructively and scrutinise performance of all outsourced activities.
Audit & Risk Committee
Chair
Tim Livett*
All Independent Directors
(excluding the Chair of the Company
Doug McCutcheon)
Key responsibilities:
• to review the Company’s financial
reports;
• to oversee the risk and control
environment and financial
reporting; and
• to have primary responsibility
for the relationship with the
Company’s external Auditors, to
review their independence and
performance, and to determine
their remuneration.
Nominations Committee
Chair
Dr. Bina Rawal
All Independent Directors
Key responsibilities:
• to review regularly the Board’s
structure and composition; and
• to make recommendations for any
changes or new appointments;
and
• to manage the Board evaluation
process.
* The Board believes that Tim Livett has the necessary recent and relevant financial experience to Chair the Company’s Audit & Risk Committee.
Copies of the full terms of reference, which clearly define the responsibilities of each Committee, can be obtained from the
Company Secretary and can be found at the Company’s website at www.worldwidewh.com. Copies will also be available for
inspection on the day of the Annual General Meeting.
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
51
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
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 (the “AIC Code”). The AIC Code addresses all the
principles set out in the UK Corporate Governance Code
(the “UKCode”), as well as setting out additional provisions
on issues that are of specific relevance to the Company.
In January 2024 the FRC published a revised UK Corporate
Governance Code which applies to financial years
beginning on or after 1 January 2025. The AIC published
a revised Code of Corporate Governance in August 2024,
which applies with effect from the same date. The 2018 UK
Code and the 2019 AIC Code apply until this time.
The Board considers that reporting in accordance with
the principles and recommendations of the AIC Code
(whichhas 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 6.6.6 of the UK
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 51 to 58, forms part of the Report of the
Directors on pages 47 to 49.
BOARD LEADERSHIP AND PURPOSE
Purpose and strategy
The purpose and strategy of the Company are described in
the Strategic Report beginning on page 1.
THE BOARD
The Board is responsible for the effective Stewardship of
the Company’s affairs. Strategy issues and all operational
matters of a material nature are considered at its meetings.
The Board consists of seven non-executive Directors,
each of whom, with the exception of Sven Borho, is
independent of OrbiMed and the Company’s other service
providers. No member of the Board is a Director of
another investment company managed by OrbiMed, nor
has any Board member (with the exception of Sven Borho)
been an employee of OrbiMed or any of the Company’s
service providers. Further details regarding the Directors
can be found on pages 44 to 46.
The Board carefully considers the various guidelines for
determining the independence of non-executive Directors,
placing particular weight on the view that independence
is evidenced by an individual being independent of mind,
character and judgement. All Directors retire at the AGM each
year and, if appropriate, seek election or re-election. Each
Director has signed a letter of appointment to formalise the
terms of their engagement as a non-executive Director, copies
of which are available on request at Frostrow’s offices.
BOARD CULTURE
The Board aims to consider and discuss differences
of opinion, unique vantage points and to exploit fully
areas of expertise. The Chair encourages open debate
to foster a supportive and co-operative approach for all
participants. Strategic decisions are discussed openly and
constructively. The Board aims to be open and transparent
with shareholders and other stakeholders and for the
Company to conduct itself responsibly, ethically and fairly
in its relationships with service providers.
The Board has gained assurance on whistleblowing
procedures at the Company’s principal service providers
to ensure employees at those companies are supported in
speaking up and raising concerns. No concerns relating to
the Company were raised during the year.
SHAREHOLDER RELATIONS
The Company has appointed Frostrow to provide marketing
and investor relations services, in the belief that a
well-marketed investment company is more likely to grow
over time, have a more diverse, stable list of shareholders
and its shares will trade at close to net asset value per
share over the long run. Frostrow actively promotes the
Company as set out on page 30.
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 kept
informed by the publication of annual and half-year
reports which include financial statements. These reports
are supplemented by the daily release of the net asset
value per share to the London Stock Exchange and the
CORPORATE GOVERNANCE CONTINUED
52
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
publication of monthly fact sheets. All this information,
including interviews with the Portfolio Manager, is available
on the Company’s website at www.worldwidewh.com.
The Board monitors the share register of the Company;
it also reviews correspondence from shareholders at
each meeting and maintains regular contact with major
shareholders. Shareholders who wish to raise matters with
a Director may do so by writing to them at the registered
office of the Company.
The Board supports the principle that the AGM be used
to communicate with private investors, in particular.
Shareholders are encouraged to attend the AGM, where they
are given the opportunity to question the Chair, the Board
and representatives of the Portfolio Manager. In addition, the
Portfolio Manager makes a presentation to shareholders
covering the investment performance and strategy of the
Company at the AGM. Voting at the AGM is conducted on a
poll and details of the proxy votes received in respect of each
resolution will be made available on the Company’s website.
SIGNIFICANT HOLDINGS AND
VOTING RIGHTS
Details of the shareholders with substantial interests in the
Company’s shares, the Directors’ authorities to issue and
repurchase the Company’s shares, and the voting rights of
the shares are set out in the Directors’ Report.
BOARD MEETINGS
The Board meets formally at least four times each
year. A representative of OrbiMed attends all meetings;
representatives from Frostrow are also in attendance at
each Board meeting. The Independent Directors also meet
before each formal Board meeting without representatives
from Frostrow and OrbiMed being present. The Chair
encourages open debate to foster a supportive and
co-operative approach for all participants.
The Board has agreed a schedule of matters specifically
reserved for decision by the Board. This includes
establishing the investment objectives, strategy and
the Benchmark, the permitted types or categories of
investments, the markets in which transactions may
be undertaken, the amount or proportion of the assets
that may be invested in any geography or category of
investment or in any one investment, and the Company’s
share issuance and share buyback policies.
The Board, at its regular meetings, undertakes reviews of
key investment and financial data, revenue projections and
expenses, analyses of asset allocation, transactions and
performance comparisons, share price and net asset value
performance, marketing and shareholder communication
strategies, the risks associated with pursuing the investment
strategy, peer group information and industry issues.
The Chair is responsible for ensuring that the Board receives
accurate, timely and clear information. Representatives of
OrbiMed and Frostrow Capital LLP report regularly to the
Board on issues affecting the Company.
The Board is responsible for strategy and has established an
annual programme of agenda items under which it reviews
the objectives and strategy for the Company at each meeting.
CONFLICTS OF INTEREST
Company Directors have a statutory obligation to avoid a
situation in which they (and connected persons) have, or
can have, a direct or indirect interest that conflicts, or may
possibly conflict, with the interests of the Company. The
Board has in place procedures for managing any actual or
potential conflicts of interest. No conflicts of interest arose
during the year under review.
BOARD FOCUS AND RESPONSIBILITIES
With the day to day management of the Company
outsourced to service providers the Board’s primary
focus at each Board meeting is reviewing the investment
performance and associated matters, such as, inter alia,
future outlook and strategy, gearing, asset allocation,
investor relations, marketing, and industry issues.
In line with its primary focus, the Board retains
responsibility for all the key elements of the Company’s
strategy and business model, including:
• the Investment Objective, Policy and Benchmark,
incorporating the investment and derivative guidelines
and limits, and changes to these;
• the maximum level of gearing and leverage the
Company may employ;
• a review of performance against the Company’s KPIs;
• 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 pages8and9, along with details of the gearing and
leverage levelsallowed.
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.
CORPORATE GOVERNANCE CONTINUED
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
53
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
The Corporate Governance Report, on pages 51 to 58, includes
a statement of compliance with corporate governance codes
and best practice, and the Business Review (pages 29 to 43)
includes details of the internal control and risk management
framework within which the Board operates.
BOARD COMPOSITION AND SUCCESSION
Succession planning
During the year, the Nominations Committee considered the
structure of the Board, recognising the need for progressive
refreshment. The Nominations Committee led the recruitment
process during the year to find a replacement for Humphrey
van der Klugt who retired in July 2024 and also for Doug
McCutcheon ahead of his planned retirement in July 2026.
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.
Policy on the tenure of the Board Chair and
otherDirectors
All Directors seek election or re-election every year. 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.
The tenure of each Director is not ordinarily expected to exceed
nine years. However, the Board has agreed that the tenure
of the Board Chair may be extended in order to facilitate the
Board’s overall orderly succession. The Board believes that this
more flexible approach to the tenure of the Chair is appropriate
in the context of the regulatory rules that apply to investment
companies, which ensure that the Board Chair remains
independent after appointment, while being consistent with the
need for regular refreshment and diversity.
The Board asked Doug McCutcheon to take on the role
of Board Chair from July 2022 for a period of three to five
years. This was in order to oversee the renewal of the Board,
including the retirement and replacement of all but one of
the then Directors as well as changing the composition and
leadership of all of the Board’s Committees.
Since then, good progress has been made and the Board
structure now in place allows Director renewal on a more regular
basis than has occurred historically. In the light of this progress,
Doug McCutcheon will be retiring from the Board at the
conclusion of the Annual General Meeting to be held in 2026.
Portfolio Manager Representative on the Board
The Company was founded in 1995 with OrbiMed as the
Portfolio Manager. Since that time, the Company has
performed strongly, producing a compound net asset value
per share annual return of +13.5%, well above our Benchmark
and making us the third best performing trust in the UK
across all sectors over the period (Source:Winterflood
Investment Trusts).
Since our inception, a representative of OrbiMed has served
as a Director of the Company. While less common in the
investment trust sector today than when the Company was
founded, the Board believes that the Company’s long-term
performance and its shareholders have and will continue
to benefit from this arrangement. The Board has also taken
steps to avoid any potential conflicts of interest – the current
OrbiMed representative, Sven Borho, does not sit on any of
the Board’s Committees and he does not receive a salary for
serving as a Director.
Appointments to the Board
The Nominations Committee considers annually the skills
possessed by the Board and identifies any skill shortages to
be filled by new Directors.
The rules governing the appointment and replacement of
Directors are set out in the Company’s articles of association
and the aforementioned succession planning policy. Where
the Board appoints a new Director during the year, that
Director will stand for election by shareholders at the next
AGM. Subject to there being no conflict of interest, all Directors
are entitled to vote on candidates for the appointment of
new Directors and on the recommendation for shareholders’
approval for the Directors seeking election or re-election at
the AGM. When considering new appointments, the Board
endeavours to ensure that he or she has the capabilities
required to be effective and oversee the Company’s
strategic priorities. This will include an appropriate range,
balance and diversity of skills, experience and knowledge.
TheCompanyiscommitted to ensuring that any vacancies
arising are filled by the most qualified candidates.
During the year, the Board appointed Sian Hansen and
William Hemmings as a non-executive Directors, following
the retirement of Humphrey van der Klugt in July 2024 and
ahead of the planned retirement of Doug McCutcheon at the
conclusion of the AGM to be held in 2026. The Board engaged
the services of a specialist recruitment agency, Nurole, to
assist with the search process. Nurole sourced and prepared
a diverse long list of potential candidates for consideration by
the Nominations Committee. The Nominations Committee
then selected a short list of candidates to interview. Following
CORPORATE GOVERNANCE CONTINUED
54
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
the interviews, a recommendation was made to the Board that
Mrs Hansen and Mr Hemmings be appointed as Directors.
Nurole has no other connection with the Company.
Diversity policy
The Board supports the principle of Boardroom diversity,
of which gender and ethnicity are two important aspects.
The Company’s policy is that the Board and its committees
should be comprised of directors with a diverse range of
skills, knowledge and experience and that appointments
should be made on merit against objective criteria,
including diversity in its broadest sense.
The objective of the policy is to have a broad range of
approaches, backgrounds, skills, knowledge and experience
represented on the Board. To this end, achieving a diversity
of perspectives and backgrounds on the Board will be a key
consideration in any director search process. The Board
encourages any recruitment agencies it engages to find a
diverse range of candidates that meet the criteria agreed for
each appointment and, from the shortlist, aims to ensure that
a diverse range of candidates is brought forward for interview.
The Board will continue to give due regard to the new
diversity targets in the UK Listing Rules set out below.
The Board will not discriminate unfairly on the grounds of
gender, ethnicity, age, sexual orientation, disability or socio-
economic background when considering the appointment
of a new Director. Candidates’ educational and professional
backgrounds, their cognitive and personal strengths, are
considered against the specification prepared for each
appointment.
The UK Listing Rules require companies to report against the
following diversity targets:
a) At least 40% of individuals on the board are women;
b) At least one of the senior board positions (Chair, CEO,
CFO or SID) is held by a woman; and
c) At least one individual on the board is from a minority
ethnic background.
As an externally managed investment company, the
Company does not have the positions of CEO or CFO and
therefore, as permitted by the UK Listing Rules, it has not
reported formally against the second target as it is not
applicable. As shown in the tables below, the Company has
met both the first and the third targets. The Board will have
due regard to these targets in future Director recruitment
processes.
In accordance with the UK Listing Rules, the Board has
provided the following information in relation to its diversity
as at the year end.
Number of
Board
Members
Percentage of
the Board
Number of
senior
positions on
the Board*
Men
4 57% n/a
Women
3 43% n/a
Not specified/prefer not to say
– – n/a
Number of
Board
Members
Percentage of
the Board
Number of
senior
positions on
the Board*
White British or other White (including minority-white groups)
6 63% n/a
Mixed/Multiple Ethnic Groups
– – n/a
Asian/Asian British
1 14% n/a
Black/African/Caribbean/Black British – – n/a
Other ethnic group, including Arab – – n/a
Not specified/ prefer not to say – – n/a
* This column is does not apply to the Company as it is externally managed and does not have executive management functions, specifically it does not have a CEO
or CFO. The Chair of the Board is a man and the SID is woman. Also, the Company considers that the chairs of the permanent sub-committees of the Board are
senior roles in an investment company context. Of the three permanent sub-committees of the Board, two are chaired by a woman: the Nominations Committee
and the Management Engagement & Remuneration Committee.
The information above was obtained by asking the Directors to indicate on an anonymous form, how they should be
categorised for the purposes of the UK Listing Rules disclosures.
CORPORATE GOVERNANCE CONTINUED
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
55
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
MEETING ATTENDANCE
The number of meetings held during the year of the Board and its Committees, and each Director’s attendance level, is
shownbelow:
Type and number of meetings held in 2024/25
Board
(6)
Audit & Risk
Committee
(2)
Nominations
Committee
(2)
Management
Engagement &
Remuneration
Committee
(1)
Doug McCutcheon~
6
– 2 1
Dr Bina Rawal
6 2 2 1
Tim Livett
6 2 2 1
Sven Borho^
5 – – –
Sian Hansen
‡
3 1 1 1
William Hemmings
‡
3 1 1 1
Jo Parfrey
6
2 2 1
Humphrey van der Klugt*
2 1 – –
~ Not a member of the Audit & Risk Committee.
^ Sven Borho does not sit on any of the Company’s Committees.
‡ Joined the Board on 1 October 2024.
* Retired from the Board on 10 July 2024.
All of the serving Directors attended the Annual General Meeting held on 10July 2024.
BOARD EVALUATION
Following last year’s external Board evaluation, an internal
review of the Board its committees and individual Directors
(including each Director’s independence) was carried out in
the form of performance evaluation questionnaires.
The review concluded that the Board works in a collegiate,
efficient and effective manner, and there were no material
weaknesses or concerns identified. The Board is satisfied
that the structure, mix of skills and operation of the Board,
its committees, and individual Directors continue to
beeffective.
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
election and re-election, it considered their other Board
positions and their time commitments and is satisfied
that each Director has the capacity to be fully engaged
with the Company’s business. The Board has considered
the position of all of the Directors as part of the evaluation
process, and believes that it would be in the Company’s best
interests to propose them for election and re-election for the
followingreasons:
Doug McCutcheon joined the Board in November 2012
and became Chair in July 2022. Doug was an investment
banker at S.G. Warburg and then UBS for 25 years, most
recently as the head of Healthcare Investment Banking for
Europe, the Middle East, Africa and Asia-Pacific. It is noted
that Doug has been a Director of the Company for more
than nine years. The Board has agreed to this period of
longer service to ensure an orderly succession. The Senior
Independent Director conducted a preliminary evaluation of
the Chair shortly after his appointment with no issues being
raised. The Board continues to believe that Doug remains
independent in thought and judgement.
Sven Borho joined the Board in June 2018. Sven is a
founder and Managing Partner of OrbiMed and heads
their public Equity team and is the portfolio manager for
OrbiMed’s public equity and hedge funds.
Having a senior OrbiMed representative on the Board dates
back to the Company’s inception in 1995. The Board believes
that there is great value in the current representative, Sven
Borho, being a Director of the Company as a result of his
considerable knowledge and experience. Sven does not
receive a fee for being a Director, neither is he a member of
any of the Company’s Committees.
Tim Livett joined the Board in September 2022. A qualified
accountant, Tim is Chair of the Audit & Risk Committee.
Tim was formerly the Chief Financial Officer at Caledonia
Investments PLC. Prior to this role he was Chief Financial
Officer at Wellcome Trust, the global charitable foundation
focused on health research and at Virgin Atlantic Limited. Tim
is a non-executive Director of British Standards Institution and
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Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
of Oxford University Endowment Management, plus a Trustee
of Babraham Institute; he chairs the respective Audit and
Risk Committees of these institutions. Tim is also a Director
and Trustee of the Shell Foundation. He has an extensive and
broad financial background.
Jo Parfrey joined the Board in September 2022. Jo is
Chair of the Management Engagement & Remuneration
Committee. She is a non-executive Director of Octopus
AIM VCT. She is also the non-executive Chair of Babraham
Research Campus Limited. A Chartered Accountant, Jo has
extensive experience of both global investment trusts and
healthcare, including life sciences.
Dr Bina Rawal joined the Board on November 2019.
Aphysician with 25 years’ experience in life sciences research
and development, she has held senior executive roles in
drug development and scientific evaluation in four global
pharmaceutical companies. She has also worked in senior
roles with two medical research funding organisations. She is
also a non-executive Director of PHP Plc.
Sian Hansen was previously Chief Operating Officer of
C|T Group, Executive Director of the Legatum Institute
and before that, Managing Director of the UK think tank
Policy Exchange. Earlier in her career, Sian was a senior
equity analyst and Co-Director of Sales for Asian Emerging
Markets at Société Générale. Sian enhances the Board’s
knowledge of sustainability, enabling meaningful debates
with the Portfolio Manager to take place. As a thought
leader in political and other forums, she brings a valuable
perspective on geo-political matters. She is a non-executive
Director of Pacific Assets Trust plc and of The Lindsell Train
Investment Trust plc.
William Hemmings has extensive experience in the
investment trust sector from his previous roles as Head of
Closed End Funds and Head of Investment Companies at
Aberdeen Group (formerly Aberdeen Asset Management
PLC). He was also formerly a Non-Executive Director on
the board of Primary Health Properties Plc and a Director
of the Association of Investment Trust Companies. He is
consultant to board performance and external evaluation
specialist Cyclico.
The Chair is pleased to report that following a formal
performance evaluation, the Directors’ performance
continues to be effective and they continue to demonstrate
commitment to the role.
TRAINING AND ADVICE
New appointees to the Board are provided with a full
induction programme. The programme covers the
Company’s investment strategy, policies and practices. The
Directors are also given key information on the Company’s
regulatory and statutory requirements as they arise including
information on the role of the Board, matters reserved for its
decision, the terms of reference of the Board Committees, the
Company’s corporate governance practices and procedures
and the latest financial information. It is the Chair’s
responsibility to ensure that the Directors have sufficient
knowledge to fulfil their role and Directors are encouraged to
participate in training courses where appropriate.
The Directors have access to the advice and services of a
Company Secretary through its appointed representative
which is responsible to the Board for ensuring that Board
procedures are followed and that applicable rules and
regulations are complied with. The Company Secretary
is also responsible for ensuring good information flows
between all parties.
There is an agreed procedure for Directors, in the
furtherance of their duties, to take independent professional
advice if necessary at the Company’s expense.
RISK MANAGEMENT AND INTERNAL
CONTROLS
The Board has overall responsibility for the Company’s
risk management and internal control systems and for
reviewing their effectiveness. The Company applies the
guidance published by the Financial Reporting Council on
internal controls. Internal control systems are designed to
manage, rather than eliminate, the risk of failure to achieve
the business objective and can provide only reasonable
and not absolute assurance against material misstatement
or loss. These controls aim to ensure that the assets of
the Company are safeguarded, that proper accounting
records are maintained and that the Company’s financial
information is reliable. The Directors have a robust process
for identifying, evaluating and managing the significant
risks faced by the Company, which are recorded in a risk
matrix. The Audit & Risk Committee, on behalf of the Board,
considers each risk as well as reviewing the mitigating
controls in place. Each risk is rated for its “likelihood” and
“impact” and the resultant numerical rating determines
its ranking into ‘Principal/Key’, ‘Significant’ or ’Minor’. This
process was in operation during the year and continues in
place up to the date of this report. The process also involves
the Audit & Risk Committee receiving and examining regular
CORPORATE GOVERNANCE CONTINUED
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
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Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
reports from the Company’s principal service providers. The
Board then receives a detailed report from the Audit & Risk
Committee on its findings. The Directors have not identified
any significant failures or weaknesses in respect of the
Company’s internal control systems.
BENEFICIAL OWNERS OF SHARES –
INFORMATION RIGHTS
Beneficial owners of shares who have been nominated by
the registered holder of those shares to receive information
rights under section 146 of the Companies Act 2006 are
required to direct all communications to the registered
holder of their shares rather than to the Company’s registrar,
MUFG Corporate Markets, or to the Company directly.
The Company has adopted a nominee share code which is
set out on the following page.
The annual and half-year financial reports, and a monthly
fact sheet are available to all shareholders. The Board, with
the advice of Frostrow, reviews the format of the annual and
half-year financial reports so as to ensure they are useful to
all shareholders and others taking an interest in the Company.
Inaccordance with best practice, the annual report, including
the Notice of the AGM, is sent to shareholders at least
20working days before the meeting. Separate resolutions are
proposed for substantive issues.
ANNUAL GENERAL MEETING
The following information to be considered at the
forthcoming annual general meeting is important
and requires your immediate attention.
If you are in any doubt about the action you should take,
you should seek advice from your stock broker, bank
manager, solicitor, accountant or other financial adviser
authorised under the Financial Services and Markets
Act2000 (as amended). If you have sold or transferred all
of your ordinary shares in the Company, you should pass
this document, together with any other accompanying
documents, including the form of proxy, at once to the
purchaser or transferee, or to the stock broker, bank or other
agent through whom the sale or transfer was effected, for
onward transmission to the purchaser or transferee
The Company’s Annual General Meeting will be held at
Saddlers’ Hall, 40 Gutter Lane, London EC2V 6BR on
Wednesday, 9 July 2025 from 12.30 p.m. Please refer to the
Chair’s Statement beginning on page 4 for details of this
year’s arrangements.
In particular, resolutions relating to the following items will
be proposed at the forthcoming Annual General Meeting.
Resolution 13 Authority to allot shares
Resolution 14 Authority to disapply pre-emption rights
Resolution 15 Authority to sell shares held in treasury
on a non pre-emptive basis
Resolution 16 Authority to buy-back shares
Resolution 17 Authority to hold General Meetings (other
than the Annual General Meeting) on at
least 14 clear days’ notice
Resolution 13 will be proposed as an Ordinary Resolution and
resolutions 14 to 17 will be proposed as Special Resolutions.
The full text of the resolutions can be found in the Notice of
Annual General Meeting on pages 101 to 105. Explanatory
notes regarding the resolutions can be found on pages 106 and
107.
EXERCISE OF VOTING POWERS
The Board and the AIFM have delegated authority to
OrbiMed to vote the shares owned by the Company. The
Board has instructed that OrbiMed submit votes for such
shares wherever possible. This accords with current best
practice whilst maintaining a primary focus on financial
returns. OrbiMed may refer to the Board on any matters of
a contentious nature. The Board has reviewed OrbiMed’s
Voting Guidelines and is satisfied with their approach.
The Company does not retain voting rights on any shares
that are held as collateral in connection with the overdraft
facility provided by J.P. Morgan Securities LLC.
NOMINEE SHARE CODE
Where shares are held in a nominee company name, the
Company undertakes:
• to provide the nominee company with multiple copies of
shareholder communications, so long as an indication
of quantities has been provided in advance; and
• to allow investors holding shares through a nominee
company to attend general meetings, provided the
correct authority from the nominee company is available.
Nominee companies are encouraged to provide the
necessary authority to underlying shareholders to attend
the Company’s general meetings.
By order of the Board
Frostrow Capital LLP
Company Secretary
10 June 2025
CORPORATE GOVERNANCE CONTINUED
58
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Audit & Risk Committee Report
INTRODUCTION FROM THE CHAIRMAN
I am pleased to present this report to shareholders as Chair
of the Audit & Risk Committee (the “Committee”), for the
year ended 31 March 2025.
COMPOSITION AND MEETINGS
The Committee comprises those Directors considered to
be independent by the Board. The Chair of the Company
is not a member of the Committee but attends meetings
by invitation. The Committee met twice during the year
and attendance by each Director is shown in the table on
page56.
The Board has taken note of the requirements that the
Committee as a whole should have competence relevant
to the sector in which the Company operates and that at
least one member of the Committee should have recent and
relevant financial experience. I am a qualified accountant
and Chair a number of Audit& Risk Committees for other
organisations. The other Committee members have a
combination of financial, investment and other relevant
experience gained throughout their careers. The Committee
is satisfied that it is properly constituted in both respects.
The experience of the Committee members can be
assessed from the Directors’ biographies set out on
pages44 to 46.
RESPONSIBILITIES
The Committee’s main responsibilities during the year were:
1. To review the Company’s Half-Year and Annual Report.
2. To advise the Board on whether the Annual Report,
taken as a whole, is fair, balanced and understandable.
3. 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 32.
4. To develop and implement a policy for the
engagement of the external Auditors and agreeing
the scope of its work and its remuneration. Also, to be
responsible for the selection process of the external
Auditors (including the leadership of an audit tender
process) and to have primary responsibility for the
Company’s relationship with the external Auditors.
5. To review the quality and effectiveness of the external
audit and the process.
6. To review the independence and objectivity of the
external Auditors.
7. 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.
8. To consider the need for an internal audit function.
9. To assess the going concern and viability of the
Company, including the assumptions used.
10.ToreportitsfindingstotheBoard.
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
COMMITTEE DURING THE YEAR
Annual Report and Financial Statements
The production of the Company’s Annual Report (including
the external audit) is a thorough process involving input
from a number of different areas.
In order to be able to confirm that the Annual Report is fair,
balanced and understandable, the Board has requested that
the Committee advise on whether it considers these criteria
have been satisfied. As part of this process the Committee
has considered the following:
• the procedures followed in the production of the Annual
Report, including the processes in place to assure the
accuracy of the factual content;
• the extensive levels of review that were undertaken in
the production process, by the Company’s AIFM and the
Committee;
• the internal control environment as operated by the
Portfolio Manager, AIFM and other service providers; and
• the data and commentary provided within the Annual
Report was presented in a clear and complete
manner and that there was a thorough explanation of
financialperformance.
As a result of the work undertaken by the Committee, it has
confirmed to the Board that the Annual Report for the year
ended 31 March 2025, taken as a whole, is fair, balanced
and understandable and provides the information necessary
for shareholders to assess the Company’s financial position,
performance, business model and strategy.
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
59
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
AUDIT & RISK COMMITTEE REPORT CONTINUED
The Committee addressed the overall accuracy of
the annual report by considering the draft Annual
Report, a letter from Frostrow in support of the letter of
representation made by the Board to the Auditors and the
Auditors’ Report to the Committee.
Valuation and Ownership of the Company’s
Investments and Derivatives, including
unquotedinvestments
The Committee dealt with this matter by:
• ensuring that all investment holdings and cash/
deposit balances had been agreed to an independent
confirmation from the Custodian and Prime Broker or
relevant counterparty. Receiving and reviewing details of
the internal control procedures in place at the Portfolio
Manager, the AIFM and the Custodian and Prime Broker.
In addition, reviewing regular reports received from both
the Custodian and Prime Broker and also the Depositary
(whose role it is to ensure that the Company’s assets
are safeguarded and to verify their valuation);
• reconfirming its understanding of the processes in place
to record investment transactions and income, and to
value 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.
The Committee also reviewed both the process and the
resulting valuations of the unquoted investments; the
Committee was satisfied that the process was effective
and that the valuations were appropriate. The Company
has the ability to make unquoted investments within its
investment portfolio, up to a limit of 10% of the portfolio at
the time of acquisition. Both the Company’s Directors and
the AIFM need to ensure that an appropriate value is placed
on such investments within the Company’s net asset value.
The Committee has worked with the Company’s Portfolio
Manager and the AIFM to establish clear guidelines for
the valuation of unquoted investments, including the use
of valuations produced by independent external valuers,
whereappropriate.
Valuations are reviewed formally on a six-monthly basis
and, if necessary, on an ad hoc basis in response to material
events such as a significant change in fundamentals, a
takeover approach or an initial public offering (“IPO”). Any
adhoc changes made to valuations are reflected in the next
day’s published NAV per share, which is announced to the
London Stock Exchange.
Calculation of AIFM, Portfolio Management and
Performance Fees
The AIFM, Portfolio Management and Performance fees
are calculated in accordance with the AIFM and Portfolio
Management Agreements. The Auditors perform agreed
upon procedures over any performance fee payable to
the Portfolio Manager prior to payment. The Auditors also
recalculate the AIFM and Portfolio Management fee as part
of the audit.
Recognition of Revenue from Investments
The Committee sought to gain an understanding of the
processes in place to record investment income and
transactions. The Committee requested and received
confirmation from the AIFM that all dividends both received and
receivable had been accounted for correctly. The Committee
noted and acknowledged the segregation of duties in place
between the AIFM and the Custodian and Prime Broker.
Investment Trust Status
The Committee approached and dealt with ensuring
compliance with Section 1158 of the Corporation Tax Act
2010, by seeking confirmation from Frostrow that the
Company continues to meet the eligibility conditions on a
monthly basis.
OTHER REPORTING MATTERS
Withholding Tax
The Committee monitored the reclamation of withholding
tax, receiving regular updates from Frostrow on the process
and the appointment of specialist local agents.
Investment Performance
The Committee gained an overall understanding of the
performance of the investment portfolio both in capital and
revenue terms through ongoing discussions and analysis with
the Company’s Portfolio Manager and also with comparison
to suitable key performance indicators (see page 30).
Accounting Policies
During the year the Committee ensured that the accounting
policies, as set out on pages 82 to 86, 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.
60
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Half Year Report and Financial Statements
The Committee reviewed the Half Year Report and Financial
Statements, which are not audited or reviewed by the
external Auditors, to ensure that the accounting policies
used in the Annual Financial Statements were also used at
the half-year stage and that they portrayed a fair balanced
and understandable picture of the period in question.
Going Concern and Viability Statement
Having reviewed the Company’s financial position and
liabilities, the Committee is satisfied that it is appropriate
for the Board to prepare the financial statements on the
going concern basis. Further detail is provided on page 39.
The Committee’s review of the Company’s financial position
included consideration of the cash and cash equivalent
position of the Company; the diversification of the portfolio;
and the analysis of portfolio liquidity, which estimated over
80.7% of the portfolio could be liquidated within one trading
day (based on current market volumes).
The Committee also considered the longer-term viability of
the Company in connection with the Board’s statement in
the Strategic Report on pages 38 and 39. The Committee
reviewed the Company’s financial position (including its
cash flows and liquidity position), the principal risks and
uncertainties and the results of stress tests. The stress
tests included a number of scenarios which considered
the impact of severe adverse stock market volatility in the
form of substantial market falls and significantly reduced
marketliquidity.
The scenarios assumed that there would be no recovery in
asset prices and that listed portfolio companies would not
reinstate dividends. The results demonstrated the impact
on the Company’s NAV, its expenses, its cash flows and
its ability to meet its liabilities. In even the most stressed
scenario, the Company was shown to have sufficient cash,
or to be able to liquidate a sufficient portion of its listed
holdings, in order to be able to meet its liabilities as they
fall due. Based on the information available to the Directors
at the time, the Committee therefore concluded it was
reasonable for the Board to expect that the Company will
be able to continue in operation and meet its liabilities
as they fall due over the next five financial years. The
Committee expects that the Company will continue to exist
for the foreseeable future and at least for the period of
theassessment.
Internal Controls and Risk Management
As set out on page 32 the Board is responsible for the risk
assessment and review of internal controls of the Company,
undertaken in the context of the overall investment
objective.
The review covers the key business, operational, compliance
and financial risks facing the Company. In arriving at its
judgement of what risks the Company faces, the Board has
considered the Company’s operations in the light of the
following factors:
• the nature of the Company, with all management
functions outsourced to third party service providers;
• the nature and extent of risks which it regards as
acceptable for the Company to bear within its overall
investment objective;
• the threat of such risks becoming a reality; and
• the Company’s ability to reduce the incidence and
impact of risk on its performance.
Against this background, a risk matrix has been developed
which covers key risks the Company faces, the likelihood of
their occurrence and their potential impact, how these risks
are monitored and mitigating controls in place. The Board
has delegated to the Committee the responsibility for the
review and maintenance of the risk matrix and it reviews,
in detail, the risk matrix each time it meets, bearing in mind
any changes to the Company, its environment or service
providers since the last review. Any significant changes to
the risk matrix are discussed with the whole Board.
Principal Service Providers
In addition to reviewing the systems of internal control
in place at the Company’s principal service providers, the
Committee also reviewed the cyber security strategies
adopted by them.
Depositary
During the year, the Committee reviewed reports from the
Depositary on their regulatory oversight and due diligence
duties. Nothing material was brought to the attention of
theCommittee.
AUDIT & RISK COMMITTEE REPORT CONTINUED
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
61
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Correspondence from the Financial Reporting
Council (“FRC”)
The FRC raised some minor comments relating to the
Company’s 2024 Annual Report. The Committee reviewed
the comments made and also the response to them. The
FRC subsequently confirmed that they were satisfied with
the response. Appropriate amendments have been made
to notes 16 and 17 to the Financial Statements beginning
on page 88 and also on page 94, and also to the narrative
disclosure regarding the performance fee on page 47, to
reflect the comments made by the FRC.
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 AUDITOR
Appointment and Tenure
PricewaterhouseCoopers (“PwC”) were initially appointed
on 14July 2014 following a formal tender process and this
appointment was renewed at each subsequent AGM.
As set out in last year’s Annual Report, the Board
re-appointed PwC following a competitive audit tender
process held in 2023.
Shujaat Khan was the audit partner for the financial year
under review and this was his first audit of the Company.
The Audit
This year the nature and scope of the audit together with
PwC’s audit plan were considered by the Committee on
30 October 2024. I, as Chair of the Committee, had a
separate meeting with them specifically to discuss the audit
and any issues that arose. The Committee then met PwC
on 28 May 2025 to review 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.
The Auditors were provided with an opportunity to meet with
the Committee without the AIFM or the Portfolio Manager
being present. No concerns were raised by the Auditors or the
Committee in relation to the service provided by the AIFM, the
Portfolio Manager, or any other third-party service provider.
There were no material or significant adverse matters
brought to the Committee’s attention in respect of the 2025
audit, which should be brought to shareholders’attention.
Independence and Effectiveness
In order to fulfil the Committee’s responsibility regarding the
independence of the Auditors, the Committee reviewed:
• the senior audit personnel in the audit plan for the year;
• the Auditors’ arrangements concerning any conflicts
ofinterest;
• the extent of any non-audit services; and
• the statement by the Auditors that they remain
independent within the meaning of the regulations and
their professional standards.
Quality and Effectiveness
The Committee reviews the key areas of risk and judgement
as proposed by the external auditors. One of the key areas
of judgement, as noted earlier in this report, is the valuation
of unquoted investments. The Committee encouraged input
and challenge on this matter to provide additional rigour to
the process.
The Committee reviews the quality and effectiveness of the
external audit by seeking feedback from the key participants
in the process. This year feedback was obtained from
key service providers alongside the PortfolioManager,
Frostrow and PwC. This was reviewed and collated with
the Committee’s own views of the process to provide a
fullassessment.
The Committee is satisfied with the Auditors’ independence
and the effectiveness of the audit process.
The Committee also reviews the outcomes of the FRC’s
annual Audit Quality Reviews and discusses the findings
with the Auditors.
Remuneration
The Committee approved a fee of £75,000 for the audit
for the year ended 31 March 2025 (2024: £56,070). While
this represents an increase on the previous year’s fee, the
Committee believes that the fee is in line with general audit
fees payable for the investment trust sector and is reflective
of the level of work required to audit a listed company.
Non-Audit Services Policy
The Company operates on the basis whereby the provision
of all non-audit services by the Auditors has to be pre-
approved by the Committee. Such services are only
permissible where no conflicts of interest arise, the service
is not expressly prohibited by audit legislation, where the
independence of the Auditors is not likely to be impinged
by undertaking the work and the quality and the objectivity
AUDIT & RISK COMMITTEE REPORT CONTINUED
62
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
AUDIT & RISK COMMITTEE REPORT CONTINUED
of both the non-audit work and audit work will not be
compromised. The Committee will monitor the need for
non-audit work to be performed by the Auditors, if any, in
accordance with the Company’s non-audit services policy.
A copy of the Company’s non-audit services policy can be
found on the Company’s website at www.worldwidewh.com.
No non-audit fees were paid to the Auditors during the year
(2024: £nil).
The Committee has considered the extent and nature of
the non-audit work performed by the Auditors (none was
undertaken during the year) and is satisfied that this did not
impinge on their independence and is a cost effective way
for the Company to operate.
Auditors’ Reappointment
PwC have indicated their willingness to continue to act as
Auditors for the forthcoming year and a resolution for their
re-appointment will be proposed at theAGM.
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.
As a public company listed on the London Stock Exchange,
the Company is subject to mandatory auditor rotation
requirements. Based on these requirements, another
tender process will be conducted no later than 2034. PwC
will not be eligible to take part in this tender (if they are
still in post) as they will have completed 20 years as the
Company’sAuditors.
The Committee will be mindful of any potential conflicts
of interest. Any firms providing services to the Company
within a two-year period of the date of the audit tender will
be unable to participate.
The Committee has adopted formal audit tender guidelines
to govern the audit tender process.
PERFORMANCE EVALUATION
The Committee’s performance over the past year was
reviewed and discussed as part of this year’s internal Board
evaluation. The evaluation considered the composition of
the Committee and the efficacy of Committee meetings,
as well as assessing the Committee’s role in monitoring
and overseeing the Company’s financial reporting and
accounting, risk management and internal controls,
compliance with corporate governance regulations and also
the assessment of the external audit.
I am pleased to confirm that the evaluation result was
positive and no matters of concern or requirements for
change were highlighted.
AUDIT & RISK COMMITTEE CONFIRMATION
The Audit & Risk Committee confirms that it has carried
out a review of the effectiveness of the system of internal
financial control and risk management during the year, as
set out above and that:
(a) An ongoing procedure for identifying, evaluating and
managing significant risks faced by the Company was
in place for the year under review and up to 9 June
2025. This procedure is regularly reviewed by the Board;
and
(b) It is responsible (on behalf of the Board) for the
Company’s system of internal controls and for reviewing
its effectiveness and that it is designed to manage the
risk of failure to achieve business objectives. This can
only provide reasonable not absolute assurance against
material misstatement or loss.
Tim Livett
Chair of the Audit & Risk Committee
10 June 2025
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
63
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Directors’ Remuneration Report
INTRODUCTION FROM THE CHAIR
This report has been prepared in accordance with Schedule
8 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulation 2013, the
requirements of Section 421 of the Companies Act 2006
and the Enterprise and Regulatory Reform Act 2013. The
Directors’ Remuneration Report is subject to an annual
advisory vote and therefore an Ordinary Resolution for the
approval of this report will be put to shareholders at the
Company’s forthcoming AGM.
The law requires the Company’s Auditors to audit
certain of the disclosures provided in this report. Where
disclosures have been audited, they are indicated as such
and the Auditors’ audit opinion is included in its report to
shareholders on pages 67 to 73.
The Management Engagement & Remuneration Committee
(the “Committee”) considers the framework for the
remuneration of the Directors on an annual basis. It reviews
the ongoing appropriateness of the Directors’ Remuneration
Policy and the individual remuneration of Directors by
reference to the activities and particular complexities of
the Company and comparison with other companies of a
similar structure and size. This is in-line with the AIC Code.
An Ordinary Resolution proposing the adoption of the
Directors’ Remuneration Report was put to shareholders
at the Annual General Meeting of the Company held on
18July 2023, and was passed with 99.8%of the votes cast
by shareholders voting in favour of the Resolution.
As noted in the Strategic Report, all of the Directors are
non-executive and therefore there is no Chief Executive
Officer. The Company does not have any employees.
There is therefore no Chief Executive Officer or employee
information to disclose.
Directors’ remuneration policy
The Directors’ Remuneration Policy provides that fees
payable to the Directors should reflect the time spent by
the Board on the Company’s affairs and the responsibilities
borne by the Directors and should be sufficient to enable
candidates of high calibre to be recruited. Directors are
remunerated in the form of fees payable monthly in arrears,
paid to the Director personally or to a specified third
party. There are no long-term incentive schemes, share
option schemes, pension arrangements, bonuses, or other
benefits in place and fees are not specifically related to the
Directors’ performance, either individually or collectively.
The remuneration for the non-executive Directors is
determined within the limits set out in the Company’s
Articles of Association. The present limit is £350,000 in
aggregate per annum. The amount paid in aggregate to the
Directors in 2025 is set out in the table on the followingpage.
A binding resolution to approve the Directors’ Remuneration
Policy was put to shareholders at the Annual General
Meeting held in 2023, and was passed with 99.8% of
shareholders voting in favour of the Resolution. The
aforementioned Directors’ Remuneration Policy provisions
apply until the next time that they are put to shareholders
for the renewal of that approval, which must be at
intervals of not more than three years, or if the Directors’
Remuneration Policy is varied. As approval of this policy
was last granted by shareholders at the Annual General
Meeting held in July 2023, shareholder approval will again
be sought at the Annual General Meeting to be held in 2026.
Directors’ appointment
None of the Directors has a service contract. The terms of
their appointment provide that Directors shall retire and be
subject to election at the first Annual General Meeting after
their appointment and to re-election annually thereafter. The
terms also provide that a Director may be removed without
notice and that compensation will not be due on leaving office.
Directors’ fees
Following a review by the Committee it was agreed that the
Directors’ fees would have a nominal increase of 1%, with
effect from 1 April 2026.
The Committee considered the current year increase
is appropriate and is adequate to ensure retention of
Directors with the relevant skills and experience to support
yourCompany.
The table overleaf shows the level of fees paid to Directors
and the percentage increase from the prior year.
With the exception of Sian Hansen and William Hemmings,
all of the Directors, as at the date of this report, served
throughout the year. The table overleaf excludes any
employer’s national insurance contributions, if applicable.
The Directors are entitled to be reimbursed for reasonable
expenses incurred by them in connection with the
performance of their duties and attendance at Directors’
and shareholder meetings.
64
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Year Ending
31 March 2026
Year Ended
31 March 2025
Year Ended
31 March 2024
Year Ended
31 March 2023
Director
Fee Level
(per annum)
%
Change
Fee Level
(per annum)
%
Change
Fee Level
(per annum)
%
Change
Fee Level
(per annum)
%
Change
Chair
57,494 1.0
£56,924 5.0 £54,213 2.0 £53,150 –
Audit & Risk Committee Chair
44,495 1.0
£44,054 5.0 £41,956 2.0 £41,133 –
Senior Independent Director
38,949 1.0
£38,563 5.0 £36,727 2.0 £36,007 –
Director
36,316 1.0
£35,956 5.0 £34,244 2.0 £33,573 –
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
(£)
2025
Taxable
Expenses
(£)†
2025
Total (£)
2025
Fixed fees
(£)
2024
Taxable
Expenses
(£)†
2024
Total (£)
2024
Doug McCutcheon 7 November 2012 56,924 – 56,924 54,213 – 54,213
Dr Bina Rawal 1 November 2019 38,563 – 38,563 35,907 – 35,907
Tim Livett 1 September 2022 44,054 – 44,054 41,956 – 41,956
Sven Borho+ 7 June 2018 – – – – – –
Sian Hansen
1 October 2024 17,978 – 17,978 – – –
William Hemmings
1 October 2024 17,978 17,978 – – –
Jo Parfrey 1 September 2022 35,956 – 35,956 34,244 – 34,244
Sarah Bates* 22 May 2013 – – – 10,877 – 10,877
Humphrey van der Klugt** 15 February 2016 10,095 – 10,095 34,244 – 34,244
Total 221,548 – 221,548 211,790 – 211,790
† Taxable expenses primarily comprise travel and associated expenses incurred by the Directors in attending Board and Committee meetings in London. These are
reimbursed by the Company and, under HMRC Rules, are subject to tax and National Insurance and therefore are treated as a benefit in kind within this table.
+ Sven Borho has waived his Director’s fee.
* Sarah Bates retired from the Board on 18 July 2023.
** Humphrey van der Klugt retired for the Board on 10 July 2024.
No communications have been received from shareholders regarding Directors’ remuneration.
Directors’ interests in the Company’s shares (audited)
Ordinary
Shares of 2.5p each
31 March
2025
31 March
2024
Doug McCutcheon 300,000 250,000
Dr Bina Rawal 26,060 26,060
Tim Livett 22,128 21,957
Sven Borho 250,000 200,000
Sian Hansen
3,017 N/A
William Hemmings
7,250 N/A
Jo Parfrey 20,000 20,000
Humphrey van der Klugt N/A 30,000
628,455 548,017
DIRECTORS’ REMUNERATION REPORT CONTINUED
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
65
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
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 2025
Mar
25
Mar
15
Mar
16
Mar
17
Mar
18
Mar
19
Mar
20
Mar
21
Mar
22
Mar
23
Mar
24
Benchmark (Total Return) +126.5%
Rebased to 100 as at 31 March 2015
Source: Morningstar
WWH Share Price (Total Return) +67.2%
%
0
50
100
150
200
250
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 2024 and 2025.
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Annual statement
On behalf of the Board, I confirm that the Directors’
Remuneration Policy, set out on page 64 of this Annual
Report, and the Directors’ Remuneration Report set out on
pages 64 to 66 summarise, as applicable, for the year to
31March2025:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’
remuneration made during the year; and
(c) the context in which the changes occurred and
decisions have been taken.
Jo Parfrey
Chair of the Management Engagement & Remuneration
Committee
10 June 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
66
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Independent Auditors’ Report to the Members
of Worldwide Healthcare Trust PLC
REPORT ON THE AUDIT OF THE FINANCIAL
STATEMENTS
Opinion
In our opinion, Worldwide Healthcare Trust PLC’s financial
statements:
• give a true and fair view of the state of the Company’s
affairs as at 31 March 2025 and of its loss and cash
flows for the year then ended;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, including FRS102 “The
Financial Reporting Standard applicable in the UK and
Republic of Ireland”, and applicable law); and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements, included within
the Annual Report, which comprise: Statement of Financial
Position as at 31 March 2025; the Income Statement, the
Statement of Changes in Equity and the Statement of Cash
Flows for the year then ended; and the notes to the financial
statements, which include a description of the significant
accounting policies.
Our opinion is consistent with our reporting to the Audit and
Risk Committee.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described
in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the Company in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, which includes
the FRC’s Ethical Standard, as applicable to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that
non-audit services prohibited by the FRC’s Ethical Standard
were not provided.
We have provided no non-audit services to the Company in
the period under audit.
Our audit approach
Context
The Company is a standalone Investment Trust Company
and engages Frostrow Capital LLP (the “AIFM”) to manage
its assets.
Overview
Audit scope
• We conducted our audit of the financial statements
using information from the AIFM and J.P. Morgan
Europe Limited with whom the AIFM have engaged to
provide certain administrative functions.
• We tailored the scope of our audit taking into account
the types of investments within the Company, the
involvement of the third parties referred to above, the
accounting processes and controls, and the industry in
which the Company operates.
• We obtained an understanding of the control
environment in place at the AIFM and adopted a fully
substantive testing approach using reports obtained
from the AIFM and service providers.
Key audit matters
• Income from investments
• Valuation and existence of investments
Materiality
• Overall materiality: £16,868,000 (2024: £20,804,000)
based on 1% of net assets.
• Performance materiality: £12,651,000 (2024:
£15,603,000).
The scope of our audit
As part of designing our audit, we determined materiality
and assessed the risks of material misstatement in the
financial statements.
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
67
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit
of the financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Ability to continue as a going concern (Continuation Vote), which was a key audit matter last year, is no longer included
because of the passing of the continuation vote, which has resulted in allowing the Company to continue as an investment
trust for a further five years. Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Income from investments
Refer to the Audit & Risk Committee Report,
Accounting Policies and Notes to the Financial
Statements (Note 2).
ISAs (UK) presume there is a risk of fraud in income
recognition because of the pressure management
may feel to achieve a certain objective. In this
instance, we consider that ‘income’ refers to all the
Company’s income streams, both revenue and capital
(including gains and losses on investments).
As the Company has a capital objective, there might
be an incentive to overstate income in that category
if capital is particularly underperforming. As such,
we focussed this risk on the existence/occurrence of
gains/losses on investments and completeness of
dividend income recognition and its presentation in the
Income Statement as set out in the requirements of
The Association of Investment Companies’ Statement
of Recommended Practice (the “AIC SORP”).
We assessed the accounting policy for income recognition for
compliance with accounting standards and the AIC SORP and
performed testing to confirm that income had been accounted for
in accordance with this stated accounting policy.
We found that the accounting policies implemented were in
accordance with accounting standards and the AIC SORP, and
that income has been accounted for in accordance with the stated
accounting policy.
We understood and assessed the design and implementation of
key controls surrounding income recognition.
The gains/losses on investments held at fair value comprise
realised and unrealised gains/losses. For unrealised gains/
losses, we sample tested the valuation of the portfolio at the
year-end (see below), together with testing the reconciliation of
opening and closing investments. For realised gains/losses, we
tested a sample of acquisitions and disposals by agreeing the
transactions to bank statements and trade tickets and we
re-performed the calculation of a sample of realised gains/losses.
For all the dividends recorded by the Company, we tested the
accuracy of dividend income by agreeing the dividend rates from
investments to independent market data. We tested occurrence by
examining for each investment holding, that all dividends recorded
in the year had been declared in the market.
To test for completeness, we tested that the appropriate dividends
had been received in the year by reference to independent data of
dividends declared for all listed investments during the year. Our
testing did not identify any unrecorded dividends.
We tested the allocation and presentation of dividend income
between the revenue and capital return columns of the Income
Statement in line with the requirements set out in the AIC SORP.
We did not find any special dividends that were not treated in
accordance with the AIC SORP.
No material misstatements were identified from this testing.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC
CONTINUED
68
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Key audit matter How our audit addressed the key audit matter
Valuation and existence of investments
Refer to the Audit & Risk Committee Report,
Accounting Policies and Notes to the Financial
Statements (Note 9).
The investment portfolio at 31 March 2025 principally
comprised of listed equity investments and unquoted
equity investments and totalled £1,673,659,000. We
focused on the valuation and existence of investments
because investments represent the principal element
of the net asset value as disclosed in the Statement of
Financial Position in the financial statements.
We tested the valuation of all listed investments by agreeing the
prices used in the valuation to independent third party sources.
We tested the existence of all listed investments by agreeing the
holdings of each investment to an independent confirmation from
the Custodian and Prime Broker, J.P. Morgan Securities LLC, as at
31 March 2025.
For unquoted investments we understood and evaluated the
valuation methodology applied, by reference to the International
Private Equity and Venture Capital Valuation guidelines (IPEV),
and tested the techniques used by the Directors in determining
the fair value of unquoted investments. Our testing, performed
on a sample basis, included:
– assessing the appropriateness of the valuation models used;
– testing the inputs either through validation to appropriate third
party sources, or where relevant, assessing the reasonableness
of significant estimates and judgements used; and
– assessing the ongoing impact of geopolitical events on the
valuation of investments.
We found that the Directors’ valuations of unquoted investments
were materially consistent with the IPEV guidelines and that
the assumptions used to derive the valuations within the
financial statements were reasonable based on the investee’s
circumstances or consistent with appropriate third party sources.
No material misstatements were identified from this testing.
We tested the existence of the unquoted investment portfolio
by agreeing a sample of the holdings to independently obtained
third party confirmations as at 31 March 2025. No variances
were identified from this testing.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the
industry in which it operates.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC
CONTINUED
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
69
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on
the Company’s financial statements and we remained alert when performing our audit procedures for any indicators of
the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the Company’s
financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall company materiality
£16,868,000 (2024: £20,804,000).
How we determined it
1% of net assets
Rationale for benchmark applied
We believe that net assets is the primary measure used by the shareholders in assessing
the performance of the entity, and is a generally accepted auditing benchmark. This
benchmark provides an appropriate and consistent year on year basis for our audit.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the
scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for
example in determining sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to
£12,651,000 (2024: £15,603,000) for the Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our
normal range was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit
above £843,000 (2024: £1,040,000) as well as misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
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 rising
inflation and the wider macroeconomic uncertainty;
• evaluating the Directors’ assessment of potential operational impacts, considering their consistency with other available
information and our understanding of the business and assessed the potential impact on the financial statements;
• reviewing the Directors’ assessment of the Company’s financial position in the context of its ability to meet future
expected operating expenses, their assessment of liquidity as well as their review of the operational resilience of the
Company and oversight of key third-party service providers;
• assessing the premium/discount the Company’s share price trades as compared to the net asset value per share; and
• assessing the implication of significant reductions in NAV as a result of severe but plausible downside scenario in the
market’s performance on the ongoing ability of the Company to operate.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC
CONTINUED
70
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Company’s ability to continue as a
going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
However, because not all future events or conditions can
be predicted, this conclusion is not a guarantee as to the
Company’s ability to continue as a going concern.
In relation to the Directors’ reporting on how they have
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
Reporting on other information
The other information comprises all of the information in
the Annual Report other than the financial statements and
our auditors’ report thereon. The Directors are responsible
for the other information. Our opinion on the financial
statements does not cover the other information and,
accordingly, we do not express an audit opinion or, except
to the extent otherwise explicitly stated in this report, any
form of assurance thereon.
In connection with our audit of the financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to
be materially misstated. If we identify an apparent material
inconsistency or material misstatement, we are required
to perform procedures to conclude whether there is a
material misstatement of the financial statements or a
material misstatement of the other information. If, based
on the work we have performed, we conclude that there is
a material misstatement of this other information, we are
required to report that fact. We have nothing to report based
on these responsibilities.
With respect to the Strategic Report and the Report of the
Directors, we also considered whether the disclosures
required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit,
the Companies Act 2006 requires us also to report certain
opinions and matters as described below.
Strategic report and the Report of the Directors
In our opinion, based on the work undertaken in the course
of the audit, the information given in the Strategic Report and
the Report of the Directors for the year ended 31March 2025
is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the
Company and its environment obtained in the course of the
audit, we did not identify any material misstatements in the
Strategic Report and the Report of the Directors.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Corporate governance statement
The UK Listing Rules require us to review the Directors’
statements in relation to going concern, longer-term viability
and that part of the corporate governance statement relating
to the Company’s compliance with the provisions of the
UK Corporate Governance Code specified for our review.
Our additional responsibilities with respect to the corporate
governance statement as other information are described in
the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
corporate governance statement is materially consistent
with the financial statements and our knowledge obtained
during the audit, and we have nothing material to add or
draw attention to in relation to:
• The Directors’ confirmation that they have carried out a
robust assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe
those principal risks, what procedures are in place to
identify emerging risks and an explanation of how these
are being managed or mitigated;
• The Directors’ statement in the financial statements
about whether they considered it appropriate to
adopt the going concern basis of accounting in
preparing them, and their identification of any material
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC
CONTINUED
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
71
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
uncertainties to the Company’s ability to continue to do
so over a period of at least twelve months from the date
of approval of the financial statements;
• The Directors’ explanation as to their assessment of
the company’s prospects, the period this assessment
covers and why the period is appropriate; and
• The Directors’ statement as to whether they have a
reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they
fall due over the period of its assessment, including any
related disclosures drawing attention to any necessary
qualifications or assumptions.
Our review of the Directors’ statement regarding the
longer-term viability of the Company was substantially
less in scope than an audit and only consisted of
making inquiries and considering the Directors’ process
supporting their statement; checking that the statement
is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether the
statement is consistent with the financial statements and
our knowledge and understanding of the Company and its
environment obtained in the course of the audit.
In addition, based on the work undertaken as part of
our audit, we have concluded that each of the following
elements of the corporate governance statement is
materially consistent with the financial statements and our
knowledge obtained during the audit:
• The Directors’ statement that they consider the
Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary
for the members to assess the Company’s position,
performance, business model and strategy;
• The section of the Annual Report that describes the
review of effectiveness of risk management and internal
control systems; and
• The section of the Annual Report describing the work of
the Audit and Risk Committee.
We have nothing to report in respect of our responsibility
to report when the Directors’ statement relating to the
Company’s compliance with the Code does not properly
disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
Responsibilitiesforthefinancialstatementsand
the audit
Responsibilities of the Directors for the financial
statements
As explained more fully in the Statement of Directors’
Responsibilities, the Directors are responsible for the
preparation of the financial statements in accordance with
the applicable framework and for being satisfied that they
give a true and fair view. The Directors are also responsible
for such internal control as they determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate
the Company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ responsibilities for the audit of the
financialstatements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Based on our understanding of the Company and industry,
we identified that the principal risks of non-compliance with
laws and regulations related to breaches of section 1158 of
the Corporation Tax Act 2010, and we considered the extent
to which non-compliance might have a material effect on
the financial statements. We also considered those laws
and regulations that have a direct impact on the financial
statements such as the requirements of the Companies
Act 2006. We evaluated management’s incentives and
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC
CONTINUED
72
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and
determined that the principal risks were related to posting
inappropriate journal entries to increase revenue (investment
income and capital gains) or to increase net asset value, and
management bias in accounting estimates. Audit procedures
performed by the engagement team included:
• discussions with the AIFM and the Audit & Risk
Committee, including consideration of known or
suspected instances of non-compliance with laws and
regulation and fraud;
• reviewing relevant meeting minutes, including those of
the Audit & Risk Committee;
• assessment of the Company’s compliance with the
requirements of section 1158 of the Corporation Tax Act
2010, including recalculation of numerical aspects of
the eligibility conditions;
• challenging assumptions and judgements made by
management in their significant accounting estimates,
in particular in relation to the valuation of unquoted
investments (see related key audit matter above);
• identifying and testing journal entries, in particular
any material or revenue-impacting manual journal
entries posted as part of the Annual Report preparation
process; and
• designing audit procedures to incorporate unpredictability
around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures
described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that
are not closely related to events and transactions reflected
in the financial statements. Also, the risk of not detecting
a material misstatement due to fraud is higher than the
risk of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion.
Our audit testing might include testing complete
populations of certain transactions and balances, possibly
using data auditing techniques. However, it typically
involves selecting a limited number of items for testing,
rather than testing complete populations. We will often
seek to target particular items for testing based on their
size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the
population from which the sample is selected.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared
for and only for the Company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies
Act 2006 and for no other purpose. We do not, in giving
these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report
is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
• we have not obtained all the information and
explanations we require for our audit; or
• adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not
been received from branches not visited by us; or
• certain disclosures of Directors’ remuneration specified
by law are not made; or
• the financial statements and the part of the Directors’
Remuneration Report to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this
responsibility.
Appointment
Following the recommendation of the Audit and Risk
Committee, we were appointed by the members on 14July
2014 to audit the financial statements for the year ended
31March 2015 and subsequent financial periods. The
period of total uninterrupted engagement is 11 years,
covering the years ended 31 March 2015 to 31 March 2025.
Shujaat Khan (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Edinburgh
10 June 2025
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WORLDWIDE HEALTHCARE TRUST PLC
CONTINUED
GOVERNANCE
STRATEGIC REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
73
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
74
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
2025
2024
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
(Losses)/gains on investments
9
– (200,614) (200,614)
– 213,794 213,794
Exchange losses on currency
balances
– (157) (157)
– (5,492) (5,492)
Income from investments 2
15,243 – 15,243
21,398 – 21,398
AIFM, portfolio management and
performance fees
3
(765) (14,542) (15,307)
(813) (15,454) (16,267)
Other expenses
4
(1,252) – (1,252)
(1,294) – (1,294)
Net return/(loss) before finance
charges and taxation
13,226 (215,313) (202,087)
19,291 192,848 212,139
Finance costs
5
(354) (6,726) (7,080)
(406) (7,718) (8,124)
Net return/(loss) before taxation
12,872 (222,039) (209,167)
18,885 185,130 204,015
Taxation
6
(601) – (601)
(2,853) – (2,853)
Net return/(loss) after taxation
12,271 (222,039) (209,768)
16,032 185,130 201,162
Return/(loss) per share*
7
2.4p (42.8)p (40.4)p
2.7p 31.7p 34.4p
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 2025
75
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FINANCIAL STATEMENTS
STRATEGIC REPORT GOVERNANCE FURTHER INFORMATION
Share
capital
£’000
Capital
redemption
reserve
£’000
Share
premium
account
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
shareholders’
funds
£’000
At 31 March 2024
15,042 9,564 841,599 1,193,396 20,816 2,080,417
Net (loss)/return after taxation
– – – (222,039) 12,271 (209,768)
Final dividend paid in respect of year ended
31 March 2024
– – – – (11,197) (11,197)
Interim dividend paid in respect of year
ended 31 March 2025
– – – – (3,582) (3,582)
Shares purchased for treasury
– – – (176,524) – (176,524)
At 31 March 2025
15,042 9,564 841,599 794,833 18,308 1,679,346
FOR THE YEAR ENDED 31 MARCH 2024
Share
capital
£’000
Capital
redemption
reserve
£’000
Share
premium
account
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
shareholders’
funds
£’000
At 31 March 2023
16,265 8,341 841,599 1,261,025 23,491 2,150,721
Net return after taxation
– – – 185,130 16,032 201,162
Final dividend paid in respect of year ended
31 March 2023
– – – – (14,709) (14,709)
Interim dividend paid in respect of year
ended 31 March 2024
– – – – (3,998) (3,998)
Shares purchased for treasury
– – – (252,759) – (252,759)
Treasury Shares cancelled from treasury
(1,223) 1,223 – – – –
At 31 March 2024
15,042 9,564 841,599 1,193,396 20,816 2,080,417
Statement of Changes in Equity
FOR THE YEAR ENDED 31 MARCH 2025
76
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Notes
2025
£’000
2024
£’000
Fixed assets
Investments 9
1,673,659
2,108,235
Derivative – OTC swaps
9 & 10
1,487
944
1,675,146
2,109,179
Current assets
Debtors
11
8,003
10,232
Cash
93,584
73,797
101,587
84,029
Current liabilities
Creditors: amounts falling due within one year
12
(72,109)
(100,373)
Derivative – OTC swaps
9 & 10
(25,278)
(12,418)
(97,387)
(112,791)
Net current assets/(liabilities)
4,200
(28,762)
Total net assets
1,679,346
2,080,417
Capital and reserves
Share capital
13
15,042
15,042
Capital redemption reserve
9,564
9,564
Share premium account
841,599
841,599
Capital reserve
17
794,833
1,193,396
Revenue reserve
18,308
20,816
Total shareholders’ funds
1,679,346
2,080,417
Net asset value per share
14
339.5p
381.1p
The financial statements on pages 74 to 94 were approved by the Board of Directors and authorised for issue on 10 June 2025 and were
signed on its behalf by:
Doug McCutcheon
Chair
The accompanying notes are an integral part of this statement.
Worldwide Healthcare Trust PLC – Company Registration Number 3023689 (Registered in England)
Statement of Financial Position
As at 31 March 2025
77
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FINANCIAL STATEMENTS
STRATEGIC REPORT GOVERNANCE FURTHER INFORMATION
Notes
2025
£’000
2024
£’000
Net cash (outflow)/inflow from operating activities
18
(1,544)
2,262
Purchases of investments and derivatives
(1,048,871)
(975,783)
Sales of investments and derivatives
1,272,404
1,260,461
Realised loss on foreign exchange transactions
(157)
(5,535)
Net cash inflow from investing activities
223,376
279,143
Shares repurchased
(179,317)
(252,760)
Equity dividends paid
(14,779)
(18,707)
Interest paid
(7,080)
(8,124)
Net cash outflow from financing activities
(201,176)
(279,591)
Increase in net cash
20,656
1,814
Cash flows from operating activities include interest received of £3,722,000 (2024: £3,219,000) and dividends received of £14,151,000
(2024:£17,463,000).
RECONCILIATION OF NET CASH FLOW MOVEMENT TO MOVEMENT IN NET CASH/(DEBT)
2025
£’000
2024
£’000
Increase in net cash/debt resulting from cashflows
20,656
1,814
Gains on foreign currency cash and cash equivalents
–
44
Movement in net cash/debt in the year
20,656
1,858
Net cash/(debt) at 1 April
4,855
2,997
Net cash at 31 March
25,511
4,855
Net cash includes the drawn overdraft of £68,073,000 (2024: £68,942,000) (see note 12) and cash as per the balance sheet of £93,584,000
(2024: £73,797,000).
The accompanying notes are an integral part of this statement.
Statement of Cash Flows
For the year ended 31 March 2025
78
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Notes to the Financial Statements
1. ACCOUNTING POLICIES
The principal accounting policies, all of which have been applied consistently throughout the year in the preparation of these financial
statements, are set out below:
(A) Basis of preparation
These financial statements have been prepared in accordance with the Companies Act 2006, FRS 102 ‘The Financial Reporting
Standard applicable in the UK and Ireland’ (‘UK GAAP’) and the guidelines set out in the Statement of Recommended Practice
(‘SORP’), published in July 2022, for Investment Trust Companies and Venture Capital Trusts issued by the Association of Investment
Companies (‘AIC’), the historical cost convention, as modified by the valuation of investments and derivatives at fair value. The Board
has considered a detailed assessment of the Company’s ability to meet its liabilities as they fall due, including stress and liquidity tests
which modelled the effects of substantial falls in markets and significant reductions in market liquidity (including further stressing the
current economic conditions) on the Company’s financial position and cash flows. Theresults of the tests showed that the Company
would have sufficient cash, or the ability to liquidate a sufficient proportion of its listed holdings, to meet its liabilities as they fall due.
Based on the information available to the Directors at the time of this report, including the results of the stress tests, the Company’s
cash balances, and the liquidity of the Company’s listed investments, the Directors are satisfied that the Company has adequate
financial resources to continue in operation for at least the next 12 months from the date of approval of these financial statements and
that, accordingly, it is appropriate to adopt the going concern basis in preparing these financial statements.
The Company’s financial statements are presented in sterling, being the functional and presentational currency of the Company.
Allvalues are rounded to the nearest thousand pounds (£’000) except where otherwise indicated.
In addition, investments and derivatives held at fair value are categorised into a fair value hierarchy based on the degree to which the
inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety,
which are described as follows:
• Level 1 – Quoted prices in active markets.
• Level 2 – Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data), either
directly or indirectly.
• Level 3 – Inputs are unobservable (i.e. for which market data is unavailable).
Presentation of the Income Statement
In order to reflect better the activities of an investment trust company and in accordance with the SORP, supplementary information
which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income
Statement. The net revenue return is the measure the Directors believe appropriate in assessing the Company’s compliance with
certain requirements set out in Sections 1158 and 1159 of the Corporation Tax Act 2010.
Critical Accounting Judgements and Key Sources of Estimation Uncertainty
Critical accounting judgements and key sources of estimation uncertainty used in preparing the financial information are continually
evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be
reasonable. The resulting estimates will, by definition, seldom equal the related actual results.
79
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FINANCIAL STATEMENTS
STRATEGIC REPORT GOVERNANCE FURTHER INFORMATION
1. ACCOUNTING POLICIES continued
In the course of preparing the financial statements, the only key source of estimation uncertainty in the process of applying the
Company’s accounting policies, is in relation to the valuation of the unquoted (Level 3) investments. The nature of estimation means
that the actual outcomes could differ from those estimates, possibly significantly. The estimates relate to the investments where there
is no appropriate market price i.e. the private investments. Whilst the board considers the methodologies and assumptions adopted
in the valuation are supportable, reasonable and robust, because of the inherent uncertainty of valuation, those estimated values may
differ significantly from the values that would have been used had a ready market for the investment existed. As at 31 March 2025,
there is no single key assumption used in the valuation of the unquoted investments, or other key source of estimation uncertainty,
that, in the Directors’ opinion has a significant risk of causing a material adjustment to the carrying values of assets and liabilities within
the next financial year.
Unquoted investments are all valued in line with the accounting policy set out below.
(B) Investments
Investments are measured under FRS 102 and are measured initially, and at subsequent reporting dates, at fair value. Investments
are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the
time frame established by the market concerned. Changes in fair value and gains or losses on disposal are included in the Income
Statement as a capital item.
For quoted securities fair value is either bid price or last traded price, depending on the convention of the exchange on which the
investment is listed.
Fair value is the price for which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction.
In estimating the fair value of unquoted investments, the AIFM and Board apply valuation techniques which are appropriate in light of
the nature, facts and circumstances of the investment, and use reasonable current market data and inputs combined with judgement
and assumptions and apply these consistently. The following principles used in determining the valuation of unquoted investments,
are consistent with the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines. The assumptions and estimates
made in determining the fair value of each unquoted investment are considered at least each six months or sooner if there is a
triggering event. An example of where a valuation would be considered out of the six-month cycle is the success or failure of a drug
under development to meet an anticipated outcome of its trial, announcement of the company undergoing an initial public offering, or
other performance against tangible development milestones.
The primary valuation method applied in the valuation of the unquoted investments is the probability-weighted expected return method
(“PWERM”), which considers on a probability weighted basis the future outcomes for the investment. When using the PWERM method
significant judgements are made in estimating the various inputs into the model and recognising the sensitivity of such estimates.
Examples of the factors where significant judgement is made include, but are not limited to, the probability assigned to potential future
outcomes; discount rates; and, the likely exit scenarios for the investor company, for example, IPO or trade sale.
Where the investment being valued was itself made recently, or there has been a third party transaction in the investment, the price
of the transaction may provide a good indication of fair value. Using the Price of Recent Investment technique is not a default and at
each reporting date the fair value of recent investments is estimated to assess whether changes or events subsequent to the relevant
transaction would imply a material change in the investment’s fair value.
When using the price of a recent transaction in the valuations the Company looks to ‘re-calibrate’ this price at each valuation point by
reviewing progress within the investment, comparing against the initial investment thesis, assessing if there are any significant events
or milestones that would indicate the value of the investment value has changed materially and considering whether an alternative
methodology would be more appropriate.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
80
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
1. ACCOUNTING POLICIES continued
(C) Derivative financial instruments
The Company uses derivative financial instruments (namely put and call options and equity swaps).
All derivative instruments are valued initially, and at subsequent reporting dates, at fair value in the Statement of Financial Position.
The equity swaps are accounted for as Fixed Assets or Current Liabilities.
All gains and losses on over-the-counter (OTC) equity swaps are accounted for as gains or losses on investments. Where there has
been a re-positioning of the swap, gains and losses are accounted for on a realised basis. All such gains and losses have been debited
or credited to the capital column of the Income Statement.
Cash collateral held by counterparties is included within cash, except where there is a right of offset against the overdraft facility.
(D) Investment income
Dividends receivable are recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends are recognised when the
Company’s right to receive payment is established. Foreign dividends are grossed up at the appropriate rate of withholding tax, with the
withholding tax recognised in the taxation charge.
Income from fixed interest securities is recognised on a time apportionment basis so as to reflect the effective interest rate. Deposit
interest is accounted for on an accruals basis.
(E) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement
except as follows:
• expenses which are incidental to the acquisition or disposal of an investment are charged to the capital column of the Income
Statement; and
• expenses are charged to the capital column of the Income Statement where a connection with the maintenance or enhancement
of the value of the investments can be demonstrated. In this respect the portfolio management and AIFM fees have been charged
to the Income Statement in line with the Board’s expected long-term split of returns, in the form of capital gains and income, from
the Company’s portfolio. As a result 5% of the portfolio management and AIFM fees are charged to the revenue column of the
Income Statement and 95% are charged to the capital column of the Income Statement.
Any performance fee is charged in full to the capital column of the Income Statement.
(F) Finance costs
Finance costs are accounted for on an accruals basis. Finance costs are charged to the Income Statement in line with the Board’s
expected long-term split of returns, in the form of capital gains and income, from the Company’s portfolio. As a result 5% of the
finance costs are charged to the revenue column of the Income Statement and 95% are charged to the capital column of the Income
Statement. Finance charges are accounted for on an accruals basis in the Income Statement using the effective interest rate method
and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
81
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FINANCIAL STATEMENTS
STRATEGIC REPORT GOVERNANCE FURTHER INFORMATION
1. ACCOUNTING POLICIES continued
(G) Taxation
The tax effect of different items of expenditure is allocated between capital and revenue using the marginal basis.
Deferred taxation is provided on all timing differences that have originated but not been reversed by the Statement of Financial Position
date other than those differences regarded as permanent. This is subject to deferred tax assets only being recognised when it is
probable that there will be suitable profits from which the reversal of timing differences can be deducted. Any liability to deferred tax is
provided for at the rate of tax enacted or substantially enacted.
(H) Foreign currency
Transactions recorded in overseas currencies during the year are translated into sterling at the appropriate daily exchange rates.
Assets and liabilities denominated in overseas currencies at the Statement of Financial Position date are translated into sterling at the
exchange rates ruling at that date.
Exchange gains/losses on foreign currency balances
Any gains or losses on the translation of foreign currency balances, including foreign currency overdrafts, whether realised or
unrealised, are taken to the capital or the revenue column of the Income Statement, depending on whether the gain or loss is of a
capital or revenue nature.
(I) Capital redemption reserve
This reserve arose when ordinary shares were redeemed by the Company and subsequently cancelled. When ordinary shares are
redeemed by the Company and subsequently cancelled, an amount equal to the par value of the ordinary share capital is transferred
from the ordinary share capital to the capital redemption reserve.
(J) Capital reserve
The following are transferred to this reserve:
• gains and losses on the disposal of investments;
• exchange differences of a capital nature, including the effects of changes in exchange rates on foreign currency borrowings;
• expenses, together with the related taxation effect, in accordance with the above policies; and
• changes in the fair value of investments and derivatives.
This reserve can be used to distribute realised capital profits by way of dividend or share buybacks. Any gains in the fair value of
investments that are not readily convertible to cash are treated as unrealised gains in the capital reserve. Distributions are only payable
out of the capital reserve if realised capital reserves are greater than the proposed distribution and positive on the date of distribution.
(K) Revenue reserve
The revenue reserve is distributable by way of dividend. Dividends are only payable out of the revenue reserve if revenue reserves are
greater than the proposed dividend and positive on the date of distribution.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
82
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
1. ACCOUNTING POLICIES continued
(L) Dividend payments
Dividends paid by the Company on its shares are recognised in the financial statements in the year in which they become payable and
are shown in the Statement of Changes in Equity.
(M) Cash and cash equivalents
Cash comprises cash at bank and cash equivalents are short-term, highly liquid investments that are readily convertible to known
amounts of cash and are subject to an insignificant risk of changes in value.
Drawn overdrafts are considered 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
2025
£’000
2024
£’000
Income from investments
Overseas dividends
8,358
14,699
UK dividends
3,163
3,480
11,521
18,179
Other income
Derivatives
470
27
Deposit interest
3,252
3,192
Total income from investments
15,243
21,398
Total income comprises:
Dividends
11,521
18,179
Interest
3,722
3,219
15,243
21,398
3. AIFM, PORTFOLIO MANAGEMENT AND PERFORMANCE FEES
2025
2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
AIFM fee
139 2,640 2,779
141 2,689 2,830
Portfolio management fee
626 11,902 12,528
672 12,765 13,437
765 14,542 15,307
813 15,454 16,267
See page 47 for further information on the performance fee.
Further details on the above fees are set out in the Strategic Report on pages 30 and 31 and in the Report of the Directors on
page 47.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
83
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FINANCIAL STATEMENTS
STRATEGIC REPORT GOVERNANCE FURTHER INFORMATION
4. OTHER EXPENSES
2025
£’000
2024
£’000
Directors’ remuneration
222
211
Employer’s NIC on Directors’ remuneration
19
17
Auditors’ remuneration for the audit of the Company’s financial statements
75
56
Depositary and custody fees
208
227
Listing fees
98
101
Registrar fees
52
58
Legal and professional costs
157
267
Other costs
421
357
1,252
1,294
Details of the amounts paid to Directors are included in the Directors’ Remuneration Report on page 65.
5. FINANCE COSTS
2025
2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Finance costs
354 6,726 7,080
406 7,718 8,124
6. TAXATION
(A) Analysis of charge in year
2025
2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Corporation tax at 25% (2024: 25%)
– – –
– – –
Overseas taxation
601 – 601
2,853 – 2,853
601 – 601
2,853 – 2,853
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
84
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
6. TAXATION continued
(B) Factors affecting the tax charge for the year
Approved investment trusts are exempt from tax on capital gains made within the Company.
The tax charged for the year is lower (2024: lower) than the standard rate of corporation tax of 25% (2024: 25%).
Thedifference is explained below.
2025
2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return before taxation
12,872 (222,039) (209,167)
18,885 185,130 204,015
Corporation tax at 25% (2024: 25%)
3,218 (55,510) (52,292)
4,721 46,283 51,004
Non-taxable losses/(gains) on investments
– 50,194 50,194
– (52,076) (52,076)
Overseas withholding taxation
601 – 601
2,853 – 2,853
Non taxable dividends
(2,881) – (2,881)
– – –
Brought forward excess expenses utilised
– – –
(4,545) – (4,545)
Excess management expenses
(337) 4,977 4,640
(176) 5,056 4,880
Disallowed expenses
– 339 339
– 737 737
Total tax charge
601 – 601
2,853 – 2,853
(C) Provision for deferred tax
No provision for deferred taxation has been made in the current or prior year. The Company has not provided for deferred tax
on capital profits and losses arising on the revaluation or disposal of investments, as it is exempt from tax on these items
because of its status as an investment trust company.
The Company has not recognised a deferred tax asset of £59,499,000 (25% tax rate) (2024: £54,349,000 (25% tax rate)) as
a result of excess management expenses and overdraft expenses. It is not anticipated that these excess expenses will be
utilised in the foreseeable future.
7. RETURN/(LOSS) PER SHARE
2025
£’000
2024
£’000
The return/(loss) per share is based on the following figures:
Revenue return
12,271
16,032
Capital (loss)/return
(222,039)
185,130
(209,768)
201,162
Weighted average number of ordinary shares in issue during the year
518,984,143
585,308,530
Revenue return per ordinary share
2.4p
2.7p
Capital (loss)/return per ordinary share
(42.8)p
31.7p
(40.4)p
34.4p
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
85
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FINANCIAL STATEMENTS
STRATEGIC REPORT GOVERNANCE FURTHER INFORMATION
8. DIVIDENDS
Under UK Company Law, final dividends are not recognised until they are approved by shareholders and interim dividends are
not recognised until they are paid. They are also debited directly from reserves. Amounts recognised as distributable in these
financial statements were as follows:
2025
£’000
2024
£’000
Final dividend in respect of the year ended 31 March 2024
11,197
–
Interim dividend in respect of the year ended 31 March 2025
3,582
–
Final dividend in respect of the year ended 31 March 2023
–
14,709
Interim dividend in respect of the year ended 31 March 2024
–
3,998
14,779
18,707
In respect of the year ended 31 March 2025, an interim dividend of 0.7p per share was paid on 9 January 2025. A final
dividend of 1.7p will be payable, subject to shareholder approval, on 23 July 2025, the associated ex-dividend date
will be 12
June 2025. The total dividends payable in respect of the year ended 31 March 2025 amount to 2.4p per share
(2024:2.8pper share,). The aggregate cost of the final dividend, based on the number of shares in issue (excluding shares
held in treasury) at 9 June 2025, will be £8,217,000. In accordance with FRS 102 dividends will be reflected in the financial
statements for the year in which they become payable. Total dividends in respect of the financial year, which is the basis on
which the requirements of s1158 of the Corporation Tax Act 2010 are considered, are set outbelow.
2025
£’000
2024
£’000
Revenue available for distribution by way of dividend for the year
12,271
16,032
Interim dividend in respect of the year ended 31 March 2024
–
(3,998)
Final dividend in respect of the year ended 31 March 2024
–
(11,241)
Interim dividend in respect of the year ended 31 March 2025
(3,582)
–
Final dividend in respect of the year ended 31 March 2025*
(8,217)
–
Net retained revenue
472
793
* based on 483,340,227 shares in issue (excluding shares held in treasury) as at 9 June 2025.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
86
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
9. INVESTMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS
Quoted
Investments
£’000
Unquoted
Investments
£’000
Total
£’000
Derivative
Financial
Instruments -
Net
£’000
Total
Investments
£’000
Cost at 1 April 2024
1,549,252 124,985 1,674,237 – 1,674,237
Investment holdings gains/(losses) at 1 April 2024
425,856 8,142 433,998 (11,474) 422,524
Valuation at 1 April 2024
1,975,108 133,127 2,108,235 (11,474) 2,096,761
Movement in the year:
Transfer*
(8,774) 8,774 – – –
Purchases at cost
1,024,898 – 1,024,898 – 1,024,898
(Sales proceeds)/Close-out costs
(1,296,397) (3,138) (1,299,535) 28,358 (1,271,177)
Net movement in investment holdings gains/losses
(127,981) (31,958) (159,939) (40,675) (200,614)
Valuation at 31 March 2025
1,566,854 106,805 1,673,659 (23,791) 1,649,868
Cost at 31 March 2025
1,260,233 119,894 1,380,127 – 1,380,127
Investment holding gains/(losses) at 31 March 2025
306,621 (13,089) 293,532 (23,791) 269,741
Valuation at 31 March 2025
1,566,854 106,805 1,673,659 (23,791) 1,649,868
* See Note 16. One quoted investment was transferred to the unquoted category following the suspension of its shares.
The Company received £1,271,177,000 (2024: £1,266,878,000) from investments and derivatives sold in the year. The book
cost of these was £1,319,008,000 (2024: £1,266,824,000). 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.
2025
£’000
2024
£’000
Net movement in investment holding (losses)/gains in the year
(159,939)
176,063
Net movement in derivative holding (losses)/gains in the year
(40,675)
37,731
(Losses)/gains on investments
(200,614)
213,794
Purchase transaction costs were £646,000 (2024: £992,000). Sales transaction costs were £915,000 (2024: £1,299,000).
These comprise mainly commission and stamp duty.
10. DERIVATIVES
2025
£’000
2024
£’000
Fair value of OTC equity swaps - asset
1,487
944
Fair value of OTC equity swaps - liability
(25,278)
(12,418)
(23,791)
(11,474)
See note 9 above for movements during the year.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
87
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FINANCIAL STATEMENTS
STRATEGIC REPORT GOVERNANCE FURTHER INFORMATION
11. DEBTORS
2025
£’000
2024
£’000
Amounts due from brokers
5,281
6,508
Withholding taxation recoverable
1,949
1,665
Prepayments and accrued income
773
2,059
8,003
10,232
12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025
£’000
2024
£’000
Amounts due to brokers
–
23,973
Overdraft drawn*
68,073
68,942
Other creditors and accruals
4,036
7,458
72,109
100,373
* 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 92, J.P. Morgan Securities LLC may take investments up to 140% of the value of the overdrawn balance as collateral and has been granted a
first priority security interest or lien over the Company’s assets.
13. SHARE CAPITAL
2025
Number
2024
Number
As at 1 April
545,942,332
62,620,763
Purchase of shares into treasury pre-share split
–
(2,507,439)
Issue of shares following 10 for 1 share split
–
541,019,916
Purchase of shares into treasury post-share split
(51,310,528)
(55,190,908)
As at year end:
In circulation
494,631,804
545,942,332
In Treasury
107,033,396
55,722,868
Listed
601,665,200
601,665,200
Nominal Value of 2.5p (2024: 2.5p) ordinary shares (£000)
15,042
15,042
During the year, the Company bought back ordinary shares at a cost of £176,524,000 (Year ended 31 March 2024: £252,759,000).
At the July 2023 AGM shareholders approved a resolution for a ten for one share split such that each shareholder would receive
ten shares with a nominal value of 2.5 pence each for every one share held. 541,498,680 additional shares (541,019,916 to
shareholders and 478,764 in relation to shares held in treasury) were issued on 27 July 2023 following this approval.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
88
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
14. NET ASSET VALUE PER SHARE
2025
2024
Net asset value per share
339.5p
381.1p
The net asset value per share is based on the assets attributable to equity shareholders of £1,679,346,000 (2024: £2,080,417,000)
and on the number of shares in issue at the year end (excluding those shares held in treasury) of 494,631,804 (2024: 545,942,332)
in issue.
15. RELATED PARTIES AND TRANSACTIONS WITH THE AIFM
The following are considered to be related parties:
• Frostrow Capital LLP (the Company’s AIFM, a related party under the Listing Rules only)
• OrbiMed Capital LLC (the Company’s Portfolio Manager)
• The Directors of the Company
Sven Borho is a Managing Partner at OrbiMed and has waived his Director’s fee of £35,596 (2024: £34,244). Details of
fees paid to OrbiMed by the Company can be found in note 3 on page 82. All material related party transactions have been
disclosed in notes 3 and 4 on pages 82 and 83.
Details of the remuneration of all Directors can be found on page 65. Details of the Directors’ interests in the capital of the
Company can also be found on page 65.
Three current and two former partners at OrbiMed have a minority financial interest totalling 19.2% in Frostrow, the
Company’s AIFM. Details of the fees paid to Frostrow by the Company can be found in note 3 onpage 82.
16. FINANCIAL INSTRUMENTS
Risk management policies and procedures
The Company’s financial instruments comprise securities and other investments, derivative instruments, cash balances,
overdrafts and debtors and creditors that arise directly from its operations.
As an investment trust, the Company invests in equities and other investments for the long term so as to secure its
investment objective. In pursuing its investment objective, the Company is exposed to a variety of risks that could result in a
reduction in the Company’s net assets.
The main risks that the Company faces arising from its financial instruments are:
(i) market risk (including foreign currency risk, interest rate risk and other price risk)
(ii) liquidity risk
(iii) credit risk
These risks, with the exception of liquidity risk, and the Directors’ approach to the management of them have not changed
from the previous accounting year. The AIFM, in close co-operation with the Board and the Portfolio Manager, co-ordinates
the Company’s risk management.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
89
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FINANCIAL STATEMENTS
STRATEGIC REPORT GOVERNANCE FURTHER INFORMATION
16. FINANCIAL INSTRUMENTS continued
Use of derivatives
Equity swaps are used within the Company’s portfolio.
OTC equity swaps
The Company uses OTC equity swap positions to gain access to the Indian and Chinese markets when it is more cost
effective to gain access via swaps or to gain exposure to thematic baskets of stocks.
Offsetting disclosure
Swap trades and OTC derivatives are traded under ISDA† Master Agreements. The Company currently has such agreements
in place with Goldman Sachs and JP Morgan.
These agreements create a right of set-off that becomes enforceable only following a specified event of default, or in other
circumstances not expected to arise in the normal course of business. As the right of set-off is not unconditional, for financial
reporting purposes, the Company does not offset derivative assets and derivative liabilities.
†International Swap Dealers Association Inc.
(i) Other price risk
In pursuance of the Company’s Investment Objective the Company’s portfolio, including its derivatives, is exposed to the risk
of fluctuations in market prices and foreign exchange rates.
The Board manage these risks through the use of limits and guidelines, monthly compliance reports from Frostrow and
reports from Frostrow and OrbiMed presented at each Board meeting.
Other price risk exposure
The Company’s gross exposure to other price risk is represented by the fair value of the investments and the underlying
exposure through the derivative investments held at the year end as shown in the table below.
2025
2024
Assets
£’000
Liabilities
£’000
Notional*
exposure
£’000
Assets
£’000
Liabilities
£’000
Notional*
exposure
£’000
Investments
1,673,659 – 1,673,659
2,108,235 – 2,108,235
OTC equity swaps
1,487 (25,278) 207,565
944 (12,418) 198,082
1,675,146 (25,278) 1,881,224
2,109,179 (12,418) 2,306,317
* The notional exposure is calculated in accordance with the AIFMD requirements for calculating exposure via derivatives. See glossary beginning on page 96.
Other price risk sensitivity
If market prices of all of the Company’s financial instruments including the derivatives at the Statement of Financial Position
date had been 25% higher or lower (2024: 25% higher or lower) while all other variables remained constant: the revenue return
would have decreased/increased by £0.2 million (2024: £0.2 million); the capital return would have increased/decreased
by £462.8million (2024: £572.5 million); and, the return on equity would have increased/decreased by £462.6million
(2024:£468.5million). 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
90
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
16. FINANCIAL INSTRUMENTS continued
(ii) Foreign currency risk
A significant proportion of the Company’s portfolio and derivative positions are denominated in currencies other than sterling
(the Company’s functional currency, and the currency in which it reports its results). As a result, movements in exchange
rates can significantly affect the sterling value of those items.
Foreign currency exposure
The fair values of the Company’s monetary assets and liabilities that are denominated in foreign currencies are shown below.
2025
2024
Current
assets
£’000
Current
liabilities
£’000
Investments
£’000
Current
assets
£’000
Current
liabilities
£’000
Investments
£’000
U.S. dollar
98,209 (68,073) 1,371,703
140,646 (166,711) 1,579,696
Swiss franc
1,301 – –
11,102 – 11,652
Japanese yen
386 – 50,227
1,041 – 130,007
Hong Kong dollar
– – 87,177
– – 62,058
Other
643 – 22,132
993 – 132,435
100,539 (68,073) 1,531,239
153,782 (166,711) 1,915,848
Foreign currency sensitivity
The following table details the sensitivity of the Company’s net return for the year and shareholders’ funds to a 10% increase
and decrease in sterling against the relevant currency (2024: 10% increase and decrease).
These percentages have been determined based on market volatility in exchange rates over the previous 12 months. The
sensitivity analysis is based on the Company’s significant foreign currency exposures at each Statement of Financial Position
date.
2025
2024
USD
£’000
YEN
£’000
CHF
£’000
HKD
£’000
USD
£’000
YEN
£’000
CHF
£’000
HKD
£’000
Sterling depreciates
181,466 5,624 145 9,686
195,910 14,561 2,528 6,895
Sterling appreciates
(148,472) (4,601) (118) (7,925)
(160,290) (11,913) (2,069) (5,642)
(iii) Interest rate risk
Interest rate changes may affect:
– the interest payable on the Company’s variable rate borrowings;
– the level of income receivable from floating and fixed rate securities and cash at bank and on deposit;
– the fair value of investments in fixed interest securities.
Interest rate exposure
The Company’s main exposure to interest rate risks is through its overdraft facility with J.P. Morgan Securities LLC, which is
repayable on demand, and its holding in fixed interest securities. The exposure of financial assets and liabilities to fixed and
floating interest rates, is shown below.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
91
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FINANCIAL STATEMENTS
STRATEGIC REPORT GOVERNANCE FURTHER INFORMATION
16. FINANCIAL INSTRUMENTS continued
The interest rate exposure is shown in the table below.
2025
2024
Floating
rate
£’000
Floating
rate
£’000
Cash
101,502
78,721
Drawn overdraft
(75,991)
(73,866)*
Financed swap positions
(231,356)
(209,556)
(205,845)
(204,701)
* In the 2024 financial statements, the figure for the overdraft facility was incorrectly disclosed as £12,412,000. The correct amount, which is properly reflected above,
is £73,866,000. This correction relates solely to the disclosure and had no impact on the previously reported financial position or results.
All interest rate exposures are held in U.S. dollars.
Cash of £76.0 million (2024: £73.9 million) was held as collateral against the financed swap positions, of which £7.9million
(2024: £4.9 million) was offset against the drawn overdraft.
Interest rate sensitivity
If interest rates had been 1% higher or lower and all other variables were held constant, the Company’s net return for the year
ended 31 March 2025 and the net assets would increase/decrease by £2.1 million (2024: increase/decrease by £1.4 million).
(iv) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Management of the risk
Liquidity risk is not considered significant as the Company is a closed ended vehicle and the majority of the portfolio
is invested in quoted securities that are readily realisable within one week, in normal market conditions. There may be
circumstances where market liquidity is lower than normal. Stress tests have been performed to understand how long the
portfolio would take to realise in such situations. The Board is comfortable that in such a situation the Company would be
able to meet its liabilities as they fall due.
Liquidity exposure and maturity
Contractual maturities of the financial liability exposures as at 31 March 2025, based on the earliest date on which payment
can be required, are as follows:
2025
2024
3 to 12
months
£’000
3 months
or less
£’000
3 to 12
months
£’000
3 months
or less
£’000
Drawn overdraft
– 75,991
–
73,866
Amounts due to brokers and accruals
– 4,036
– 31,461
OTC equity swaps
25,278 –
12,418 –
25,278 80,027
12,418 43,873
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
92
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
16. FINANCIAL INSTRUMENTS continued
(v) Credit risk
Credit risk is the risk of failure of a counterparty to discharge its obligations resulting in the Company suffering a financial loss.
The carrying amounts of financial assets best represent the maximum credit risk at the Statement of Financial Position date.
The Company’s quoted securities are held on its behalf by J.P. Morgan Securities LLC acting as the Company’s Custodian and
Prime Broker.
As noted on page 36, certain of the Company’s assets can be held by J.P. Morgan Securities LLC as collateral against the
drawn overdraft provided by them to the Company. As at 31 March 2025 such assets held by J.P. Morgan Securities LLC are
available for rehypothecation (see Glossary on page 98). As at 31 March 2025, assets with a total market value of
£100.8million (2024: £104.1 million) were available to J.P. Morgan Securities LLC to be used as collateral against the drawn
overdraft which equates to 140% of the overdrawn position (calculated on a settled basis).
CREDIT RISK EXPOSURE
2025
£’000
2024
£’000
Derivative – OTC equity swaps
1,487
944
Current assets:
Other receivables (amounts due from brokers, dividends and interest receivable)
8,003
10,232
Cash
93,584
73,797
(vi) Fair value of financial assets and financial liabilities
Financial assets and financial liabilities are either carried in the Statement of Financial Position at their fair value (investments
and derivatives) or the Statement of Financial Position amount is a reasonable approximation of fair value (due from brokers,
dividends and interest receivable, due to brokers, accrual, cash at bank, and the drawn overdraft).
(vii) Hierarchy of investments
The Company has classified its financial assets designated at fair value through profit or loss and the fair value of derivative
financial instruments using a fair value hierarchy that reflects the significance of the inputs used in making the fair value
measurements. The hierarchy has the following levels:
• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 – inputs other than quoted prices included with Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
93
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FINANCIAL STATEMENTS
STRATEGIC REPORT GOVERNANCE FURTHER INFORMATION
16. FINANCIAL INSTRUMENTS continued
As of 31 March 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments held at fair value through profit or loss
1,566,854 – 106,805 1,673,659
Derivatives: OTC swaps (assets)
– 1,487 – 1,487
Derivatives: OTC swaps (liabilities)
– (25,278) – (25,278)
Financial instruments measured at fair value
1,566,854 (23,791) 106,805 1,649,868
As at 31 March 2025, nine equity investments (2024: ten) and a deferred consideration investment have been classified as
level 3. All level 3 positions have been valued in accordance with the accounting policy set out in Note 1(b).
During 2025 two unquoted investments (2024: none) were transferred to Level 1 following their initial public offering and
oneLevel 1 investment was transferred to level 3 following the suspension of its shares.
As of 31 March 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments held at fair value through profit or loss
1,975,108 – 133, 127 2,108,235
Derivatives: OTC swaps (assets)
– 944 – 944
Derivatives: OTC swaps (liabilities)
– (12,418) – (12,418)
Financial instruments measured at fair value
1,975,108 (11,474) 133,127 2,096,761
(viii) Capital management policies and procedures
The Company’s capital management objectives are to ensure that it will be able to continue as a going concern and to
maximise the income and capital return to its equity shareholders through an appropriate level of gearing or leverage.
The Board’s policy on gearing and leverage is set out on page 9.
As at 31 March 2025 the Company had a net leverage percentage of 12.0% (2024: 10.8%).
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 76.
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
94
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
17. CAPITAL RESERVE
Capital Reserves
Other
£’000
Investment
Holding
Gains*
£’000
Total
£’000
At 1 April 2024**
770,872 422,524 1,193,396
Net losses on investments
(47,831) (152,783) (200,614)
Expenses and taxation charged to capital
(21,268) – (21,268)
Exchange loss on currency balances
(157) – (157)
Shares repurchased for Treasury
(176,524) – (176,524)
At 31 March 2025
525,092 269,741 794,833
* Investment holding gains relate to the revaluation of investments and derivatives held at the reporting date. (See note 9 beginning on page 86 for further details).
** In the 2024 financial statements, the breakdown of capital reserves between Other and Investment holding gains was misclassified as £607,590,000 and
£585,806,000, respectively. This misclassification did not affect the total capital reserves figure or any other totals in the Statement of Financial Position.
The opening figures in the capital reserves table in these financial statements have been corrected accordingly. The comparative information has been restated
solely to correct the presentation of these components; no changes have been made to the overall total capital reserves figure.
Under the Company’s Articles of Association, sums within “capital reserves – other” are also available for distribution.
18. RECONCILIATION OF OPERATING RETURN/(LOSS) TO NET CASH INFLOW FROM
OPERATING ACTIVITIES
2025
£’000
2024
£’000
(Loss)/gain before finance charges and taxation
(202,087)
212,139
Add: capital loss/(gains) before finance charges and taxation
215,313
(192,848)
Revenue return before finance charges and taxation
13,226
19,291
Expenses charged to capital
(14,542)
(15,454)
Decrease/(increase) in other debtors
1,286
(653)
(Decrease)/increase in other creditors
(629)
714
Net taxation suffered on investment income
(885)
(1,636)
Net cash (outflow)/inflow from operating activities
(1,544)
2,262
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
95
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FURTHER INFORMATION
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
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Shareholder Information
FINANCIAL CALENDAR
31 March Financial Year End
June Final Results Announced
July Annual General Meeting
30 September Half Year End
November Half Year Results Announced
January/July Dividends Payable
Annual general meeting
The Annual General Meeting of Worldwide Healthcare Trust
PLC will be held at Saddlers’ Hall, 40 Gutter Lane, London
EC2V 6BR on Wednesday, 9 July 2025 from 12.30 pm Please
refer to the Statement from the Chair on pages 4 to 6 for
details of this year’s arrangements.
Dividends
The Company pays an interim and a final dividend in
January and July each year. Shareholders who wish to
have dividends paid directly into a bank account, rather
than by cheque to their registered address, can complete a
mandate form for the purpose. Mandates may be obtained
from the Company’s Registrars, MUFG Corporate Markets,
on request. Seepage 110 for their contact details.
Share prices
The Company’s shares are listed on the London Stock
Exchange under ‘Investment Companies’. The price is given
daily in the Financial Times and other newspapers.
Change of address
Communications with shareholders are mailed to the
address held on the share register. In the event of a change
of address or other amendment this should be notified to
the Company’s Registrars, MUFG Corporate Markets, 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.
Profile of the company’s ownership
% of Ordinary Shares held at 31 March.
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96
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Glossary of Terms and Alternative
Performance Measures (“APMs”)
Active Share*
Active Share is expressed as a percentage and shows the extent to which a fund’s holdings and their weightings differ from
those of the fund’s benchmark index. A fund that closely tracks its index might have a low Active Share of less than 20% and
be considered passive, while a fund with an Active Share of 60% or higher is generally considered to be actively managed.
Alternative Investment Fund Managers
Directive (“AIFMD”)
Agreed by the European Parliament and the Council of the European Union and transported into UK legislation, the AIFMD
classifies certain investment vehicles, including investment companies, as Alternative Investment Funds (AIFs) and requires
them to appoint an Alternative Investment Fund Manager (AIFM) and a depositary to manage and oversee the operations
of the investment vehicle. The Board of the Company retains responsibility for strategy, operations and compliance and the
Directors retain a fiduciary duty to shareholders.
Alternative performance measure (“APM”)
An APM is a numerical measure of the Company’s current, historical or future financial performance, financial position or
cash flows, other than a financial measure defined or specified in the applicable financial framework. In selecting these
Alternative Performance Measures, the Directors considered the key objectives and expectations of typical investors in an
investment trust such as the Company.
Benchmark
The performance of the Company is measured against the MSCI World Health Care Index on a net total return, sterling
adjusted basis. (Please also see page 30).
The net total return is calculated by reinvesting dividends after the deduction of withholding taxes.
Large Cap Biotech
Biotechnology companies with fully-integrated discovery, development and commercial capabilities and considered
sustainably profitable.
Large Cap Pharma
Global, multinational pharmaceutical companies with fully-integrated discovery, development and commercial capabilities.
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.
Emerging Biotech
Biotechnology companies that do not fit the criteria of Large Cap Biotech, ranging from early-stage development to newly
profitable.
Equity swaps
An equity swap is an agreement where one party (counterparty) transfers the total return of an underlying equity position to
the other party (swap holder) in exchange for a payment of the principal, and interest for financed swaps, at a set date. Total
return includes dividend income and gains or losses from market movements. The exposure of the holder is the market value
of the underlying equity position.
The Company currently only uses financed equity swaps, where payment is made on maturity. Financed swaps increase
exposure by the value of the underlying equity position, with no initial outlay and no increase in the investment portfolio’s
value – there is therefore embedded leverage within a financed swap due to the deferral of payment to maturity.
* Alternative Performance Measure
97
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FURTHER INFORMATION
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES (‘APMS’) CONTINUED
The Company employs swaps for two purposes:
• To gain access to individual stocks in the Indian, Chinese and other emerging markets, where the Company is not locally
registered to trade or is able to gain in a more cost efficient manner than holding the stocks directly; and,
• To gain exposure to thematic baskets of stocks (aBasket Swap). Basket Swaps are used to build exposure to themes, or
ideas, that the Portfolio Manager believes the Company will benefit from and where holding a Basket Swap is more cost
effective and operationally efficient than holding the underlying stocks or individual swaps.
Gearing
Gearing is calculated as the drawn overdraft, 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.
Generics
Any therapeutics company, domestic or global, that focuses a majority of its efforts (not necessarily 100%) on developing and
selling generic and/or biosimilar prescription and/or OTC products.
Leverage
Leverage is defined in the AIFMD as any method by which the AIFM increases the exposure of an AIF. In addition to the
gearing limit the Company also has to comply with the AIFMD leverage requirements. For these purposes the Board has set
a maximum leverage limit of 140% for both methods. This limit is expressed as a % with 100% representing no leverage or
gearing in the Company. There are two methods of calculating leverage as follows:
The Gross Method is calculated as total exposure divided by Shareholders’ Funds. Total exposure is calculated as net assets,
less cash and cash equivalents, adding back cash borrowing plus derivatives converted into the equivalent position in their
underlying assets.
The Commitment Method is calculated as total exposure divided by Shareholders Funds. In this instance total exposure is
calculated as net assets, less cash and cash equivalents, adding back cash borrowing plus derivatives converted into the
equivalent position in their underlying assets, adjusted for netting and hedging arrangements.
See the definition of Equity Swaps for more details on how exposure through these instruments is calculated.
2025
£’000
2024
£’000
Fair Value Exposure* Fair Value Exposure*
Investments
1,673,659 1,673,659
2,108,235 2,108,235
OTC equity swaps
(23,791) 207,565
(11,474) 198,082
1,649,868 1,881,224
2,096,761 2,306,317
Shareholders’ funds
1,679,346
2,080,417
Leverage %
12.0%
10.8%
* Calculated in accordance with AIFMD requirements using the Commitment Method
MSCI World Health Care Index (the Company’s Benchmark)
The MSCI World Health Care Index is designed to capture the large and mid capitalisation segments across 23 developed
markets countries: All securities in the index are classified as healthcare as per the Global Industry Classification Standard
(GICS). Developed Markets countries include: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany,
Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland
the UK and the U.S. The net total return of the Index is used which assumes the reinvestment of any dividends paid by its
constituents after the deduction of relevant withholding taxes. The performance of the Index is calculated in U.S.$ terms.
Because the Company’s reporting currency is £ the prevailing U.S.$/£ exchange rate is applied to obtain a £ based return.
* Alternative Performance Measure
98
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES (‘APMS’) CONTINUED
NAV per share (pence)
The value of the Company’s assets, principally investments made in other companies and cash being held, minus any
liabilities. The NAV is also described as ‘shareholders’ funds’ per share. The NAV is often expressed in pence per share after
being divided by the number of shares which have been issued. The NAV per share is unlikely to be the same as the share
price which is the price at which the Company’s shares can be bought or sold by an investor. The share price is determined by
the relationship between the demand and supply of the shares.
Net asset value (NAV) per share total return*
The theoretical total return on shareholders’ funds per share, reflecting the change in NAV assuming that dividends paid
to shareholders were reinvested at NAV at the time the shares were quoted ex-dividend. A way of measuring investment
management performance of investment trusts which is not affected by movements in discounts/premiums.
NAV Total Return
2025
p
2024
p
Opening NAV
381.1
343.5
Increase/(decrease) in NAV
(41.6)
37.6
Closing NAV
339.5
381.1
% increase/(decrease) in NAV
(10.9)%
10.9%
Impact of reinvested dividends
0.6%
1.1%
NAV Total Return
(10.3)%
12.0%
Ongoing Charges*
Ongoing charges are calculated by taking the Company’s annualised ongoing charges, excluding finance costs, taxation,
performance fees and exceptional items, and expressing them as a percentage of the average daily net asset value of the
Company over the year.
2025
£’000
2024
£’000
AIFM & Portfolio Management fees (Note 3)
15,307
16,267
Other Expenses – Revenue (Note 4)
1,252
1,294
Total Ongoing Charges
16,559
17,561
Performance fees paid/crystallised
–
–
Total
16,559
17,561
Average net assets
1,984,818
2,036,653
Ongoing Charges
0.8%
0.9%
Ongoing Charges (including performance fees paid or crystallised during the year)
0.8%
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.
* Alternative Performance Measure
99
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FURTHER INFORMATION
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES (‘APMS’) CONTINUED
Share Price Total Return*
Return to the investor on mid-market prices assuming that all dividends paid were reinvested.
Share Price Total Return
2025
p
2024
p
Opening share price
335.0
311.5
Increase/(decrease) in share price
(37.5)
23.5
Closing share price
297.5
335.0
% increase/(decrease) in share price
(11.2)%
7.5%
Impact of reinvested dividends
0.7%
1.1%
Share Price Total Return
(10.5)%
8.6%
Spec Pharma
Any other therapeutics company that does not fit the criteria of Large Cap Pharma or Generics that develop and sell
pharmaceutical products, often focused on a limited number of therapeutic areas (or technologies), with a domestic and
sometimes global footprint.
100
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
RETAIL INVESTORS ADVISED BY IFAS
The Company currently conducts its affairs so that its shares can be recommended by Independent Financial Advisers (‘IFAs’)
inthe UK to ordinary retail investors in accordance with the Financial Conduct Authority (‘FCA’) rules in relationship to non-
mainstream investment procedures and intends to continue to do so. The shares are excluded from the FCA’s restrictions
which apply to non-mainstream investment products because they are shares in an investment trust.
INVESTMENT PLATFORMS
The Company’s shares are traded openly on the London Stock Exchange and can be purchased through a stock broker
or other financial intermediary. The shares are available through savings plans (including Investment Dealing Accounts,
ISAs, Junior ISAs and SIPPs) which facilitate both regular monthly investments and lump sum investments in the
Company’s shares. There are a number of investment platforms that offer these facilities. A list of some of them, that is not
comprehensive nor constitutes any form of recommendation, can be found below:
AJ Bell Youinvest http://www.youinvest.co.uk/
Barclays Smart Investor https://www.smartinvestor.barclays.co.uk/
Bestinvest http://www.bestinvest.co.uk/
Charles Stanley Direct https://www.charles-stanley-direct.co.uk/
Halifax Share Dealing https://www.halifaxsharedealing-online.co.uk/
Hargreaves Lansdown http://www.hl.co.uk/
HSBC https://www.hsbc.co.uk/investments/
iDealing http://www.idealing.com/
Interactive Investor http://www.iii.co.uk/
IWEB http://www.iweb-sharedealing.co.uk/share-dealing-home.asp
The Share Centre https://www.share.com/
How to Invest
101
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FURTHER INFORMATION
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
Notice of the Annual General Meeting
Notice is hereby given that the Annual General Meeting of Worldwide Healthcare Trust PLC will be held at Saddlers' Hall,
40Gutter Lane, London EC2V 6BR on Wednesday, 9 July 2025 from 12.30 pm for the following purposes:
Ordinary Resolutions
To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:
1. That the Report of the Directors and the audited Accounts for the year ended 31March 2025 together with the Report of
the Auditors thereon be received and adopted.
2. To approve the payment of a final dividend of 1.7p per ordinary share for the year ended 31 March 2025.
3. To approve the Company’s dividend policy, as set out on page 29 of the Annual Report for the year ended 31 March 2025.
4. To elect Ms Sian Hansen as a Director of the Company.
5. To elect Mr William Hemmings 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-elect Mr Tim Livett as a Director of the Company.
10. To re-elect Ms Jo Parfrey as a Director of the Company.
11. To re-appoint PricewaterhouseCoopers LLP as the Company’s Auditors and to authorise the Audit & Risk Committee to
determine their remuneration.
12. To approve the Directors’ Remuneration Report for the year ended 31 March 2025.
Authority to Allot Shares
13. THAT in substitution for all existing authorities the Directors be and are hereby generally and unconditionally authorised
in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot
relevant securities (within the meaning of section 551 of the Act) up to a maximum aggregate nominal amount equal
to 10% of the issued share capital of the Company at 9 June 2025 (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 2026 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.
Special Resolutions
To consider and, if thought fit, pass the following resolutions which will be proposed as special resolutions:
Disapplication of Pre-Emption Rights
14. THAT in substitution for all existing powers (and in addition to any power conferred on them by resolution 15 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 13 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:
102
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
NOTICE OF THE ANNUAL GENERAL MEETING CONTINUED
(a) pursuanttoanofferofequitysecuritiesopenforacceptanceforaperiodfixedbytheDirectorswheretheequitysecurities
respectivelyattributabletotheinterestsofholdersofsharesinthecapitaloftheCompany(“Shares”)areproportionate
(asnearlyasmaybe)totherespectivenumbersofSharesheldbythembutsubjecttosuchexclusionsorother
arrangementsinconnectionwiththeissueastheDirectorsmayconsidernecessary,appropriateorexpedienttodealwith
equitysecuritiesrepresentingfractionalentitlementsortodealwithlegalorpracticalproblemsarisinginanyoverseas
territory,therequirementsofanyregulatorybodyorstockexchange,oranyothermatterwhatsoever;
(b) providedthat(otherwisethanpursuanttosub-paragraph(a)above)thispowershallbelimitedtotheallotmentofequity
securitiesuptoanaggregatenominalvalueequalto10%oftheissuedsharecapitaloftheCompanyat9June2025
(or,ifchanged,thenumberrepresenting10%oftheissuedsharecapitaloftheCompanyatthedateatwhichthis
resolutionispassed)andprovidedfurtherthat(i)thenumberofequitysecuritiestowhichthispowerappliesshallbe
reducedfromtimetotimebythenumberoftreasuryshareswhicharesoldpursuanttoanypowerconferredonthe
Directorsbyresolution15setoutintheNoticeofAnnualGeneralMeetingand(ii)noallotmentofequitysecuritiesshall
bemadeunderthispowerwhichwouldresultinSharesbeingissuedatapricewhichislessthanthenetassetvalueper
ShareasatthelatestpracticabledatebeforesuchallotmentofequitysecuritiesasdeterminedbytheDirectorsintheir
reasonablediscretion;and
suchpowershallexpireattheconclusionofthenextAnnualGeneralMeetingoftheCompanyafterthepassingofthis
resolutionor15monthsfromthedateofpassingthisresolution,whicheverisearlier,unlesspreviouslyrevoked,variedor
renewedbytheCompanyinGeneralMeetingandprovidedthattheCompanyshallbeentitledtomake,priortotheexpiry
ofsuchauthority,anofferoragreementwhichwouldormightotherwiserequireequitysecuritiestobeallottedaftersuch
expiryandtheDirectorsmayallotequitysecuritiespursuanttosuchofferoragreementasifthepowerconferredhereby
hadnotexpired.
15.THATinsubstitutionforallexistingpowers(andinadditiontoanypowerconferredonthembyresolution14setoutin
theNoticeofAnnualGeneralMeeting)theDirectorsbeandareherebygenerallyempoweredpursuanttoSection570of
theCompaniesAct2006(the“Act”)tosellrelevantshares(withinthemeaningofSection560oftheAct)if,immediately
beforethesale,suchsharesareheldbytheCompanyastreasuryshares(asdefinedinSection724oftheAct(“treasury
shares”)),forcashasifSection561(1)oftheActdidnotapplytoanysuchsaleprovidedthat:
(a) thispowershallbelimitedtothesaleofrelevantshareshavinganaggregatenominalvalueequalto10%ofthe
issuedsharecapitaloftheCompanyat9June2025(or,ifchanged,thenumberrepresenting10%oftheissuedshare
capitaloftheCompanyatthedateatwhichthisresolutionispassed)andprovidedfurtherthatthenumberofrelevant
sharestowhichpowerappliesshallbereducedfromtimetotimebythenumberofShareswhichareallottedforcash
asifSection561(1)oftheActdidnotapplypursuanttothepowerconferredontheDirectorsbyresolution14 set out
intheNoticeofAnnualGeneralMeeting,
andsuchpowershallexpireattheconclusionofthenextAnnualGeneralMeetingoftheCompanyafterthepassingof
thisresolutionor15monthsfromthedateofpassingthisresolution,whicheverisearlier,unlesspreviouslyrevoked,
variedorrenewedbytheCompanyinGeneralMeetingandprovidedthattheCompanyshallbeentitledtomake,priorto
theexpiryofsuchauthority,anofferoragreementwhichwouldormightotherwiserequiretreasurysharestobesold
aftersuchexpiryandtheDirectorsmayselltreasurysharespursuanttosuchofferoragreementasifthepowerconferred
herebyhadnotexpired.
Authority to Repurchase Ordinary Shares
16.THATtheCompanybeandisherebygenerallyandunconditionallyauthorisedinaccordancewithsection701ofthe
CompaniesAct2006(the“Act”)tomakeoneormoremarketpurchases(withinthemeaningofsection693oftheAct)of
ordinarysharesinthecapitaloftheCompany(“Shares”)(eitherforretentionastreasurysharesforfuturereissue,resale,
transferorcancellation),providedthat:
(a) themaximumaggregatenumberofSharesauthorisedtobepurchasedshallbethatnumberofshareswhichisequal
to14.99%oftheissuedsharecapitaloftheCompanyasofthevalueofthedateofthepassingofthisresolution;
103
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FURTHER INFORMATION
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
NOTICE OF THE ANNUAL GENERAL MEETING CONTINUED
(b) the minimum price (exclusive of expenses) which may be paid for a Share is 2.5 pence;
(c) the maximum price (exclusive of expenses) which may be paid for a Share is an amount equal to the greater of
(i)105% of the average of the middle market quotations for a Share as derived from the Daily Official List of the
London Stock Exchange for the five business days immediately preceding the day on which that Share is purchased
and (ii) the higher of the price of the last independent trade and the highest then current independent bid on the
London Stock Exchange as stipulated in the technical standards referred to in Article 5(6) of the Market Abuse
Regulation (EU) No. 596/2014 (which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018);
(d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held
in 2025 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
17. THAT the Directors be authorised to call general meetings (other than the Annual General Meeting of the Company) on
not less than 14 clear days’ notice, such authority to expire on the conclusion of the next Annual General Meeting of the
Company, or, if earlier, on the expiry 15 months from the date of the passing of the resolution.
By order of the Board Registered Office:
One Wood Street
London EC2V 7WS
Frostrow Capital LLP
Company Secretary
10 June 2025
NOTES
1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may
appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by
that shareholder. A proxy need not be a shareholder of the Company.
2. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolutions. If no voting indication
is given, a proxy may vote or abstain from voting at his/her discretion. A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other
matter which is put before the meeting.
3. This year, hard copy forms of proxy have not been included with this notice. Members can vote by: logging onto https://uk.investorcentre.mpms.mufg.com/ and
following instructions; requesting a hard copy form of proxy directly from the registrars, MUFG Corporate Markets at shareholderenquiries@cm.mpms.mufg.
com 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 MUFG
Corporate Markets, PXS1, CentralSquare, 29 Wellington Street, Leeds LS1 4DL no later than 12.30 p.m. on Monday, 7 July 2025. Alternatively if you are an institutional
shareholder you may also be able to appoint a proxy electronically via the proxymity platform (see note 14 below). Shareholders can vote electronically via the
Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the Company’s registrar). It allows you to securely manage and monitor
your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The
app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.
104
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
NOTICE OF THE ANNUAL GENERAL MEETING CONTINUED
4. In the case of a member which is a company, the instrument appointing a proxy must be executed under its seal or signed on its behalf by a duly authorised officer or
attorney or other person authorised to sign. Any power of attorney or other authority under which the instrument is signed (or a certified copy of it) must be included
with the instrument.
5. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction or appointing a proxy via Proxymity (as described below) will not
prevent a shareholder attending the meeting and voting in person if he/she wishes to do so.
6. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated
Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or have someone else
appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such
agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 3 above does not apply to Nominated Persons. The
rights described in these paragraphs can only be exercised by shareholders of the Company.
8. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, only shareholders registered on the register of members of the Company (the
“Register of Members”) at the close of business on Monday, 7 July 2025 (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 9 June 2025 (being the last business day prior to the publication of this notice) the Company’s issued share capital consists of 483,340,227 ordinary shares,
carrying one vote each. The Company holds 118,324,973 shares in treasury. Therefore, the total voting rights in the Company as at 9 June 2025 are 483,340,227.
10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described
in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s),
should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
11. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must
be properly authenticated in accordance with the specifications of Euroclear UK and International (“CRESTCo”), and must contain the information required for
such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) no later than
48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp
applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other
means.
12. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that CRESTCo does not make available special
procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member,
orhas appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST
sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and
timings.
13. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
14. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the
Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12.30pm
on 7 July 2025 in order to be considered valid or, in the event of any adjournment, close of business on the date which is two working days before the time of the
adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important
that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via
the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
15. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will
be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Register of Members in respect of the joint holding (the
first named being the most senior).
16. Members who wish to change their proxy instructions should submit a new proxy appointment using the methods set out above. Note that the cut-off time for
receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off
time will be disregarded.
17. 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
MUFG Corporate Markets on 0371 664 0300 or +44 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom are charged at the applicable international rate. Lines are open 09.00 to 17.30 Monday to Friday excluding public holidays in England and Wales.
18. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
19. 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 MUFG Corporate Markets, PXS1, 29 Wellington Street, Central Square, Leeds LS1 4DL.
In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the
company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of
such power of attorney) must be included with the revocation notice. If a member attempts to revoke their proxy appointment but the revocation is received
after the time for receipt of proxy appointments (see above) then, subject to paragraph 4 above, the proxy appointment will remain valid.
105
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FURTHER INFORMATION
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
NOTICE OF THE ANNUAL GENERAL MEETING CONTINUED
Location of the Annual General Meeting
Saddlers’ Hall, 40Gutter Lane, London EC2V 6BR
to be held from 12.30pm on Wednesday, 9 July 2025
How To Vote
If you hold your shares directly you can:
• Log on to https://uk.investorcentre.mpms.mufg.com/ and follow the instructions; or
• Request a hard copy form of proxy from the Company’s registrars, MUFG Corporate Markets, by emailing
shareholderenquiries@cm.mpms.mufg.com or by calling +44 (0)371 664 0300 and returning the completed form to MUFG
Corporate Markets, PXS1, Central Square, 29Wellington Street, Leeds LS1 4DL, no later than 12.30 pm on Monday, 7 July 2025.
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.
106
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Explanatory Notes to the Resolutions
Resolution 1 – To receive and adopt the Annual
Report and Accounts
The Annual Report and Accounts for the year ended
31 March 2025 will be presented to the Annual General
Meeting (“AGM”). These accounts accompany this Notice
ofMeeting.
Resolution 2 – To approve a Final Dividend
The rationale for the payment of a final dividend is set
out in the Statement from the Chair beginning on page 4,
in the Business Review on page 29 and the Report of the
Directors on page 48.
Resolution 3 – Approval of the Company’s Dividend
Policy
Resolution 3 seeks shareholder approval of the Company’s
dividend policy, which is set out on page 29.
Resolutions 4 to 10 – Election/Re-election of
Directors
Resolutions 4 to 10 deal with the election/re-election of
each Director. Biographies of each of the Directors can be
found on pages44 to 46 of the annual report.
The Board has confirmed, following a performance review,
that the Directors standing for re-election and election
continue to perform effectively.
Resolution 11 – Re-appointment of Auditors and
the determination of their remuneration
Resolution 11 relates to the re-appointment of
PricewaterhouseCoopers LLP as the Company’s
independent Auditors to hold office until the next AGM
of the Company and also authorises the Audit & Risk
Committee to set their remuneration (see pages 62 and 63
for further information).
Resolution 12 – Directors’ Remuneration Report
The Directors’ Remuneration Report is set out in full in the
annual report on pages 64 to 66.
Resolutions 13, 14 and 15 – Issue of Shares
Ordinary Resolution 13 in the Notice of AGM will renew
the authority to allot the unissued share capital up to an
aggregate nominal amount equal to 10% of the aggregate
nominal amount of the Company’s issued share capital
on 9 June 2025, being the nearest practicable date prior
to the signing of this Report (or if changed, the number
representing 10% of the issued share capital of the
Company at the date at which the resolution is passed).
Such authority will expire on the date of the next AGM or
after a period of 15 months from the date of the passing
of the resolution, whichever is earlier. This means that the
authority will have to be renewed at the next AGM.
When shares are to be allotted for cash, Section 551 of
the Companies Act 2006 (the “Act”) provides that existing
shareholders have pre-emption rights and that the new
shares must be offered first to such shareholders in
proportion to their existing holding of shares. However,
shareholders can, by special resolution, authorise the
Directors to allot shares otherwise than by a pro rata
issue to existing shareholders. Special Resolution 14 will,
ifpassed, give the Directors power to allot for cash equity
securities up to an aggregate nominal amount equal to
10% of the Company’s share capital on 9 June 2025 (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 15. This authority will also expire on the date
of the next Annual General Meeting or after a period of
15months, whichever is earlier. This authority will not be
used in connection with a rights issue by the Company.
Under the Companies (Acquisition of Own Shares)
(Treasury Shares) Regulations 2003 (as amended) (the
“Treasury Share Regulations”) the Company is permitted
to buyback and hold shares in treasury and then sell them
at a later date for cash, rather than cancelling them. The
Treasury Share Regulations require such sale to be on a
pre-emptive, pro rata, basis to existing shareholders unless
shareholders agree by special resolution to disapply such
pre-emption rights. Accordingly, in addition to giving the
Directors power to allot unissued share capital on a non
pre-emptive basis pursuant to Resolution 14, Resolution15,
if passed, will give the Directors authority to sell shares held
in treasury on a non pre-emptive basis. No dividends may
be paid on any shares held in treasury and no voting rights
will attach to such shares. The benefit of the ability to hold
treasury shares is that such shares may be resold. This
should give the Company greater flexibility in managing its
share capital, and improve liquidity in its shares. It is the
intention of the Board that any re-sale of treasury shares
would only take place at a premium to the cum income net
asset value per share. It is also the intention of the Board
that sales from treasury would only take place when the
Board believes that to do so would assist in the provision
107
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FURTHER INFORMATION
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
of liquidity to the market. The number of treasury shares
which may be sold pursuant to this authority is limited
to an aggregate nominal amount equal to 10% of the
Company’s share capital on 9 June 2025 (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 14, as described
above). This authority will also expire on the date of the
next Annual General Meeting or after a period of 15months,
whichever is earlier.
The Directors intend to use the authority given by
Resolutions 13, 14 and 15 to allot shares and disapply
pre-emption rights only in circumstances where this will
be clearly beneficial to shareholders as a whole. The issue
proceeds would be available for investment in line with
the Company’s investment policy. No issue of shares will
be made which would effectively alter the control of the
Company without the prior approval of shareholders in
general meeting.
New Shares will only be issued at a premium to the
Company’s cum income net asset value per share at the
time of issue.
Resolution 16 – Share Repurchases
The Directors wish to renew the authority given by
shareholders at the previous AGM. The principal aim of a
share buyback facility is to enhance shareholder value by
acquiring shares at a discount to net asset value, as and
when the Directors consider this to be appropriate. The
purchase of Shares, when they are trading at a discount to
net asset value per share should result in an increase in the
net asset value per share for the remaining shareholders.
This authority, if conferred, will only be exercised if to do
so would result in an increase in the net asset value per
share for the remaining shareholders and if it is in the best
interests of shareholders generally. Any purchase of shares
will be made within guidelines established from time to time
by the Board. It is proposed to seek shareholder authority to
renew this facility for another year at the AGM.
Under the current Listing Rules, the maximum price that
may be paid on the exercise of this authority must not
exceed the higher of (i) 105% of the average of the middle
market quotations for the shares over the five business
days immediately preceding the date of purchase and
(ii)the higher of the last independent trade and the highest
current independent bid on the trading venue where the
purchase is carried out. The minimum price which may be
paid is 2.5p per Share. Existing shares which are purchased
under this authority will either be cancelled or held as
Treasury Shares.
Special Resolution 16 in the Notice of AGM will renew the
authority to purchase in the market a maximum of 14.99%
of the issued share capital of the Company as at the date
of the passing of the resolution, 14.99% of the issued share
capital of the Company as changed by that resolution.
Such authority will expire on the date of the next AGM or
after a period of 15 months from the date of passing of the
resolution, whichever is earlier. This means in effect that the
authority will have to be renewed at the next AGM or earlier
if the authority has been exhausted.
Resolution 17 – General Meetings
Special Resolution 17 seeks shareholder approval for the
Company to hold General Meetings (other than the AGM) at
14 clear days’ notice. The Board confirms that the shorter
notice period would only be used where it was merited by
the purpose of the meeting.
Recommendation
The Board considers that the resolutions relating to the
above items are in the best interests of shareholders as a
whole. Accordingly, the Board unanimously recommends
to the shareholders that they vote in favour of the above
resolutions to be proposed at the forthcoming AGM as the
Directors intend to do in respect of their own beneficial
holdings totalling 628,455 shares.
EXPLANATORY NOTES TO THE RESOLUTIONS CONTINUED
108
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Regulatory Disclosures
ALTERNATIVE INVESTMENT FUND
MANAGERS DIRECTIVE (“AIFMD”)
DISCLOSURES
Investment objective and leverage
A description of the investment strategy and objectives of
the Company, the types of assets in which the Company
may invest, the techniques it may employ, any applicable
investment restrictions, the circumstances in which it may
use leverage, the types and sources of leverage permitted
and the associated risks, any restrictions on the use of
leverage and the maximum level of leverage which the AIFM
and Portfolio Manager are entitled to employ on behalf of
the Company and the procedures by which the Company
may change its investment strategy and/or the investment
policy can be found on pages 8 and 9 under the heading
“Investment Strategy”.
The table below sets out the current maximum permitted
limit and actual level of leverage 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 2025
116.5% 112.0%
REMUNERATION OF AIFM STAFF
Following completion of an assessment of the application
of the proportionality principle to the FCA’s AIFM
Remuneration Code, the AIFM has disapplied the pay-out
process rules with respect to it and any of its delegates.
This is because the AIFM considers that it carries out
non- complex activities and is operating on a small scale.
Further disclosures required under the AIFM Rules can
be found within the Investor Disclosure Document on the
Company’s website: www.worldwidewh.com.
SECURITY FINANCING TRANSACTIONS
DISCLOSURES
As defined in Article 3 of Regulation (EU) 2015/2365,
securities financing transactions (SFT) include repurchase
transactions, securities or commodities lending and
securities or commodities borrowing, buy-sellback
transactions or sell-buyback transactions and margin
lending transactions. Whilst the Company does not engage
in such SFT’s, it does engage in Total Return Swaps (TRS)
therefore, in accordance with Article 13 of the Regulation,
the Company’s involvement in and exposure to Total Return
Swaps for the accounting year ended 31 March 2025 are
detailed below.
Global data
Amount of assets engaged in TRS
The following table represents the total value of assets
engaged in TRS:
£’000 % of AUM
TRS
23,791 (1.4)
Concentration Data
Counterparties
The following table provides details of the counterparties
and their country of incorporation (based on gross volume
of outstanding transactions with exposure on a gross basis)
in respect of TRS as at the balance sheet date:
Country of
Incorporation £’000
Goldman Sachs U.S.A.
191,222
JPMorgan U.S.A.
16,343
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 2025. The collateral provided by
the Company to the above counterparties is set out below.
Type Currency Maturity Quality £’000
Cash USD less than 1 day n/a
75,991
Maturity tenor of TRS
The following table provides an analysis of the maturity
tenor of open TRS positions (with exposure on a gross
basis) as at the balance sheet date:
Maturity
TRS
Value
£’000
3 to 12 months 177,080
12 to 24 months 30,485
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 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.
109
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
FURTHER INFORMATION
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
Safekeeping of collateral
There was no non-cash collateral provided by the Company
in respect of OTC derivatives (including TRS) with the
counterparties noted above as at the statement of financial
position date.
Return and cost
All returns from TRS transactions will accrue to the
Company and are not subject to any returns sharing
arrangements with the Company’s AIFM, Portfolio Manager
or any other third parties. Returns from those instruments
are disclosed in Note 9 to the Company’s financial
statements.
REGULATORY DISCLOSURES CONTINUED
110
Worldwide Healthcare Trust PLC Annual Report for the year ended 31 March 2025
Company Information
Directors
Doug McCutcheon (Chair of the Board)
Dr Bandhana (Bina) Rawal (Senior
Independent Director and Chair of
the Nominations Committee)
Tim Livett, ACMA (Chair of the
Audit & RiskCommittee)
Sven Borho
Sian Hansen
William Hemmings
Jo Parfrey, ACA (Chair of the
Management Engagement &
Remuneration Committee)
Company Registration Number
3023689 (Registered in England)
The Company is an investment
company as defined under Section 833
of the Companies Act 2006
Website
Website: www.worldwidewh.com
Registered Office
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
Riverbank House
2 Swan Lane
London EC4R 3GA
Registrars
MUFG Corporate Markets
(formerly known as Link Group)
Central Square
29 Wellington Street
Leeds LS1 4DL
E-mail: shareholderenquiries@
cm.mpms.mufg.com
Telephone (in UK): 0371 664 0300†
Telephone (from overseas):
+ 44 371 664 0300†
Investor Centre:
https://uk.investorcentre.mpms.mufg.com/
Website: www.mpms.mufg.com/en/
mufg-corporate-markets/
Please contact the Registrars if you
have a query about a certificated
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.
Investor Centre
You can register online to view your
holdings using the Investor Centre,
aservice offered by MUFG Corporate
Markets at https://uk.investorcentre.
mpms.mufg.com/
The Investor Centre 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 Investor Centre you may:
• Cast your proxy vote 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 shareholder
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.
Identification Codes
Shares: SEDOL : BN455J5
ISIN : GB00BN455J50
BLOOMBERG : WWH LN
EPIC : WWH
Foreign Account Tax
Compliance Act (“FATCA”)
Global Intermediary Identification
Number (GIIN) : FIZWRN.99999.SL.826
Legal Entity Identifier (LEI) :
5493003YBCY4W1IMJU04
In order to achieve its investment objective, the Company invests
worldwide in a diversified portfolio of shares in pharmaceutical and
biotechnology companies and related securities in the healthcare
sector. It may use gearing, and derivative transactions to enhance
returns and mitigate risk. Performance is measured against the MSCI
World Health Care Index on a net total return, sterling adjusted basis
(“Benchmark”). Further details of the Company’s investment policy,
including how it can use gearing and employ derivatives, are set out in
the Strategic Report on pages 8 and 9.
ACCESSING THE GLOBAL MARKET
The healthcare sector is global and accessing this market as a UK
investor can be difficult. The Company offers an opportunity to gain
exposure to pharmaceutical, biotechnology and related companies in
the healthcare sector on a global scale. The Company invests in large
companies with market capitalisations of over U.S.$10bn, smaller
companies below that size, as well as in unquoted companies. The
portfolio ranges from large multi-national pharmaceutical companies
with multiple products to unquoted emerging biotechnology companies.
Worldwide Healthcare Trust PLC is able to participate in all aspects
of healthcare, anywhere in the world because of its broad investment,
mandate. These may include patented speciality medicines for small
patient populations and unpatented generic drugs, in both developed
countries and emerging markets.
In addition, the Company invests in medical device technologies, life
science tools and healthcare services. The overall geographic spread
of Worldwide Healthcare Trust PLC is also extensive with investments
in the U.S., Europe, Japan, China and India (see page 12 for further
information).
HOW TO INVEST
The Company’s shares are traded openly on the London Stock
Exchange and can be purchased through a stockbroker or other
financial intermediary. The shares are also available through savings
plans (including investment dealing accounts, ISAs, Junior ISAs and
SIPPs) which enable both regular monthly investments and lump
sum investments in the Company’s shares. There are a number of
investment platforms that offer these facilities. Further details can be
found on page 100.
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.
Strategic Report
Financial Summary 1
Key Information 2
Company Performance 3
Statement from the Chair 4
Board and Adviser Activity 7
and Shareholder Engagement
Investment Objective and Policy 8
Portfolio 10
OrbiMed Capital LLC (‘OrbiMed’) 13
Portfolio Manager’s Review 14
Environmental, Social and
Governance and Climate Change 28
Business Review 29
Governance
Board of Directors 44
Report of the Directors 47
Statement of Directors’ 50
Responsibilities
Corporate Governance 51
Audit & Risk Committee Report 59
Directors’ Remuneration Report 64
Independent Auditors’ Report 67
Financial Statements
Income Statement 74
Statement of Changes in Equity 75
Statement of Financial Position 76
Statement of Cash Flows 77
Notes to the Financial Statements 78
Further Information
Shareholder Information 95
Glossary of Terms and Alternative 96
Performance Measures (‘APMs’)
How to Invest 100
Notice of the Annual General Meeting 101
Explanatory Notes to the 106
Resolutions
Regulatory Disclosures 108
Company Information 110
For more information about Worldwide
Healthcare Trust PLC visit the website at
www.worldwidewh.com
Follow us on X @worldwidewh
Contents
WORLDWIDE HEALTHCARE TRUST PLC
25 SOUTHAMPTON BUILDINGS
LONDON
WC2A 1AL
WWW.WORLDWIDEWH.COM
This report is printed on Revive 100% White Silk a totally recycled paper produced using 100% recycled waste at a mill that has been
awarded the ISO 14001 certificate for environmental management.
The pulp is bleached using a totally chlorine free (TCF) process. This report has been produced using vegetable based inks.
CBP008251
A member of the Association of Investment Companies
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, MUFG Corporate Markets, 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.
ANNUAL REPORT
FOR THE YEAR ENDED
31 MARCH 2025
WORLDWIDE HEALTHCARE TRUST PLC Annual Report for the year ended 31 March 2025