Annual Report and Accounts
For the year ended 30 November 2024
Healthcare Trust plc
Bellevue Healthcare Trust plc Annual Report and Accounts 2024
WWW.BELLEVUEHEALTHCARETRUST.COM
CONTENTS
Strategic Report
Investment Objective, FinancialInformation,
Performance Summary and Overview .................... 1
Chairman’s Statement ........................................... 2
Investment Manager’s Report ................................ 6
Investment Policy, Results and
Key Performance Indicators ................................. 18
Risk and Risk Management ................................. 22
Viability Statement ............................................... 26
Stakeholder Engagement .................................... 27
Environmental, Social and
Governance (“ESG”) Policy .................................. 31
Other Information ................................................. 34
Governance
Directors’ Report ................................................. 36
Corporate Governance ........................................ 42
Directors’ Remuneration Policy and
Implementation Report ........................................ 49
Report of the Audit and Risk Committee .............. 53
Statement of Directors’ Responsibilities ............... 57
Independent Auditor’s Report .............................. 58
Financials
Statement of Comprehensive Income .................. 66
Statement of Financial Position ............................ 67
Statement of Changes in Equity ........................... 68
Statement of Cash Flows ..................................... 69
Notes to the Financial Statements ....................... 70
Other Information
Alternative Performance Measures....................... 84
Glossary .............................................................. 85
Annex I – Article 8 Periodic Disclosures ............... 87
Notice of Annual General Meeting ........................ 97
Notes to Notice of Annual General Meeting ......... 99
Form of Proxy .................................................... 103
Directors, Investment Manager and Advisers ......IBC
INDEPENDENT - ENTREPRENEURIAL - COMMITTED
Bellevue Healthcare Trust plc is a high conviction,
long-only investment trust invested in listed or quoted
global healthcare equities. It is unconstrained and
able to invest regardless of market cap, sub sector or
region, and the portfolio is concentrated with a current
maximum of 35 holdings. Bellevue Healthcare Trust
is managed by Bellevue Asset Management (UK) Ltd.
Bellevue Asset Management (UK) Ltd is authorised
and regulated by the Financial Conduct Authority, and is
part of Bellevue Group AG (“Bellevue Group”), a Swiss
investment manager listed on the Swiss stock exchange.
Founded in 1993, Bellevue Group is one of the largest
and most experienced healthcare investors in Europe.
Excellence in Specialty
Investments
Healthcare Trust plc
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 1
Strategic Report
INVESTMENT OBJECTIVE
The investment objective of Bellevue Healthcare Trust plc (“the Company”) is to provide Shareholders with capital growth and income over
the long term, through investment in listed or quoted global healthcare companies. The Company’s specific return objectives are: (i) to beat
the total return of the MSCI World Healthcare Index (in sterling) on a rolling 3 year period (the index total return including dividends reinvested
on a net basis); and (ii) to seek to generate a double-digit total Shareholder return per annum over a rolling 3 year period.
FINANCIAL INFORMATION
As at 30 November
2024
As at 30 November
2023
Net asset value (“NAV”) per Ordinary Share (cum income) 154.32p 143.87p
Ordinary Share price 141.20p 129.00p
Ordinary Share price discount to NAV
1
8.5% 10.3%
Ongoing Charges Ratio (“OCR”)
1
1.03% 1.02%
PERFORMANCE SUMMARY
Year to
2
30 November 2024
Year to
3
30 November 2023
Share price total return per Ordinary Share
1,4
13.7% -15.1%
NAV total return per Ordinary Share
1,4
11.1% -12.7%
MSCI World Healthcare Index total return (GBP)
4
11.5% -7.1%
1
These are Alternative Performance Measures.
2
Total returns in sterling for the year ended 30 November 2024
3
Total returns in sterling for the year ended 30 November 2023
4
Including dividends reinvested in the year.
Source: Bellevue Healthcare Trust plc Factsheet November 2024
ALTERNATIVE PERFORMANCE MEASURES (“APMs”)
The financial information and performance summary data highlighted in the footnote to the above tables represent APMs of the
Company. In addition to these APMs other performance measures have been used by the Company to assess its performance;
these can be found in the Key Performance Indicators section of the Annual Report, on page 18. Definitions of these APMs together
with how these measures have been calculated can be found on page 84.
Overview
Bellevue Healthcare Trust plc Annual Report and Accounts 20242
Chairman’s Statement
Dear Shareholders
This is the eighth Annual Report of your Company.
PERFORMANCE
Over the financial year to 30 November 2024, the share price
(on a total return basis) returned 13.7%; the NAV total return
was 11.1%. This compares with the MSCI World Healthcare
index which produced a total return of 11.5%.
The returns are summarised in the following table:
Cumulative & annualised performance
Cumulative Annualised
1 Year 3 Years 5 Years
Since
inception
(2 December
2016) 1 Year 3 Years 5 Years
Since
inception
(2 December
2016)
Share Price 13.7% -15.0% 16.1% 81.9% 13.7% -5.3% 3.0% 7.8%
NAV (inc. dividend reinvested) 11.1% -7.0% 27.9% 98.1% 11.1% -2.4% 5.0% 8.9%
MSCI World Healthcare Index (GBP) 11.5% 18.3% 51.1% 120.5% 11.5% 5.8% 8.6% 10.4%
Source: Bloomberg. All performance figures are calculated as total return with dividends being reinvested in the relevant security, calculated in GBP and with the
relevant period ending on 30 November 2024.
It is encouraging to note that share price and NAV
performance matched the index in the financial year to
30November 2024. Nevertheless longer term performance
has been disappointing in both relative and absolute terms.
The portfolio focus is on a small number of high conviction
ideas, mainly concentrated in Small or Mid-Cap stocks
where the Investment Manager believes their research and
investment expertise find added value. However, the index
performance has been dominated by the rerating of a few very
Large-Cap stocks, similar to the ‘Magnificent Seven’ impact on
the broader market.
I cannot emphasise enough the focus of the Board and
Bellevue on improving performance and tightening risk
management. Two areas of discussion are implementing a
more rigorous sell discipline and increasing the number of
portfolio positions which would reduce volatility. The latter is
explained in the Investment Manager’s Report and we will be
seeking shareholder support via an AGM resolution.
BOARD COMPOSITION AND EVALUATION
Three of the current directors (Jo Dixon, Paul Southgate and
myself) joined the Company ahead of its listing in December
2016 and hence would be expected to retire over the next
year (i.e. nine years from appointment).
With an eye to succession planning, we recently announced
the appointment of Sarah MacAulay as a non-executive director,
and Clare Brady as non-executive director and audit chair–elect.
Both Sarah and Clare are experienced investment trust directors
(and in fact both currently chair investment trusts).
Paul Southgate and I will not be putting ourselves up for
re-election at the forthcoming AGM. To ensure institutional
continuity, Jo Dixon will remain as Senior Independent
Director until the AGM of 2026.
The Board unanimously support the proposal to appoint Kate
Bolsover as Chairman to succeed me. She brings a wealth of
Randeep Grewal
Chairman
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 3
Strategic Report
investment trust experience and knowledge and is indeed an
experienced chairman.
Shareholders will have the opportunity to meet Clare, Sarah
and Kate at our next AGM in April 2025.
As per the AIC Code recommendations, this year we
undertook an internal Board review at the end of the year.
The review covered the overall performance of the Board,
thecommittees, individual directors and the Chair. The
overall results were good but as always it provides food for
thought on how and where we might improve.
FEES AND CHARGES
The current Investment Management fee is 95 basis points,
based on market capitalisation (i.e. not AUM), which more
closely aligns the Investment Manager’s interests with that of
Shareholders. Bellevue has absorbed a number of costs over
the years that help reduce the Ongoing Charges Ratio (“OCR”).
The OCR this year was 1.03% (2023: 1.02%) and the Board
has worked hard over the year to ensure the OCR continues
to stay relatively low. I would have liked to get this ratio below
1% before I retired from the Board but a decreasing market
capitalisation has worked against that ambition.
PORTFOLIO POSITIONING
The portfolio is exposed to US stocks, especially in the Small /
Mid-Cap area and has a high active share. This also inevitably
exposes the portfolio to movements in the US dollar.
A new US presidency has macroeconomic, market specific
and sector specific implications.
As with many things in life, some of these issues may be
negative and others positive for healthcare; of course,
the impact for different healthcare subsectors will vary
dramatically. We remain confident that these choppy waters
can be navigated by the Investment Manager.
GEARING
The Company has historically had a multi-currency revolving
(unsecured) credit facility (“RCF”) with The Bank of Nova
Scotia. Changes brought about by Basel IV regulations have
meant that some banks have withdrawn from the market.
We are therefore fortunate that The Bank of Nova Scotia
continues to provide a facility for the Company. Due to the
Basel IV regulations, the new facility, which commenced
in December 2024 is on a secured basis. As we have no
unsecured debt, this has very limited practical impact on
theCompany.
SHARE CAPITAL AND ISSUANCE
The Company’s issued share capital (excluding treasury
shares of 31,782,418) was 283,369,891 Ordinary Shares
(post redemptions) as of 30 November 2024; a decrease from
462,588,550 as of the end of the previous financial year.
We did not issue any shares during the year. In November
we received redemption notices for 163,834,887 shares.
In addition, we bought back 15,383,772 shares during the year.
At the AGM, we will be seeking authority to issue 24,180,403
new Ordinary Shares to meet potential investor demand, with
share issuance only possible at a premium to NAV.
REDEMPTIONS, BUYBACKS AND
DISCOUNT MANAGEMENT
There have been both Company specific (performance) and
market factors (investment trust discounts have widened over
the last few years) that have led to the Company trading at
adiscount.
Furthermore, as I mentioned in last year’s annual report, due
to the High Court process to reset our distributable reserves
we temporarily paused share buybacks at the year end. At the
close of business on 30 November 2023 we were trading
at a discount to NAV of 10.3%. During the year the average
discount for the shares of the Company was 7%, whilst for the
healthcare investment trust peer group it was 9.8%.
Bellevue Healthcare Trust plc Annual Report and Accounts 20244
Not surprisingly, this situation has led to increased levels of
redemption requests – this year that equated to 36.6% of the
shareholder base as of the Redemption Point.
It has become apparent that the redemption facility,
whilst prima facie, laudable by giving Shareholders an
annual opportunity to exit near to NAV, has unintended
consequences. In particular it attracts Shareholders
with a short-term focus to buy shares with no regard to
the underlying investment proposition but rather to take
advantage of the possibility of an unlimited redemption
structure within a defined time horizon.
Hence your Board, following extensive shareholder
consultation, in the latter months of 2024 called a General
Meeting in December to address the redemption facility.
The proposal was to replace the redemption facility with a
performance-related tender offer to support the long-term
nature of a closed-ended investment structure and portfolio
ethos, while still providing liquidity for Shareholders. For
those who did not follow the detail of what happened at the
time there was a need to pull back from that proposal due to
a change in stance of one of our significant Shareholders and
an increase in holdings by short-term focused Shareholders.
It is worth recalling that to change the Company’s Articles
a special resolution is required, which to pass requires a
majority of not less than 75%.
With increased confidence in the performance of the
underlying portfolio, the Company has been active in share
buybacks. Buying back shares at a discount is accretive to
longer-term Shareholders. For those Shareholders seeking to
exit, buybacks provide immediate liquidity rather than having
to wait for an annual redemption.
Your Board is determined to try and steer a fair course
between redemptions and buybacks whilst ensuring the
long-term viability of the Company.
DIVIDEND
The Company targets an annual dividend of 3.5% of the
preceding year-end NAV, paid out in two equal instalments.
In May 2024, the Company paid out a final dividend of 2.995p
in respect of the year 2023.
In August 2024, an interim dividend of 2.52p in respect of the
financial year 2024 was paid. The Board has proposed a final
dividend of 2.52p for the financial year 2024 and, if approved
at the forthcoming Annual General Meeting, this will be paid to
Shareholders in May 2025.
For the financial year 2025, the Board is proposing a total
dividend of 5.40p per Ordinary Share (this being 3.5% of the
NAV as of the close on 30 November 2024), composed of
interim and final dividends of 2.70p per Ordinary Share each,
to be paid in August 2025 and April/May 2026 respectively,
subject to shareholder approval.
OUTLOOK
There have been periods in market history where the
performance of the very largest companies wanes, and
smaller, more agile competitors outperform. Over the last few
months the outperformance of the ‘Magnificent 7’ in the wider
market, and of the big ‘weight-loss’ linked companies in the
healthcare sector have indeed seemed to be waning. The
healthcare sector as a whole is currently trading at relative
PE (Price Earnings (ratio)) multiples which are at a discount to
the wider market (as discussed in the Investment Manager’s
section). Within the healthcare sector itself, the relative
valuation of smaller and Mid-Cap companies, in comparison
to the large companies, also looks particularly attractive. One
hopes that this will lead to a rerating of the companies within
the portfolio.
Moreover, the new leadership at the Federal Trade
Commission in the US is expected to streamline the Mergers
and Acquisitions (“M&A”) process, bolstering smaller
companies’ valuations. This, combined with the more positive
outlook for the sector as a whole provides reasons to be
optimistic for the future growth in the value of the portfolio.
ANNUAL GENERAL MEETING AND
SHAREHOLDER COMMUNICATION
The next AGM will be on 23 April 2025. The Investment
Manager will make a short formal presentation before a
question and answer session.
We recognise it is not possible for everyone to attend an
AGM hence may I remind readers that we have a dedicated
email address for investors to submit any enquiries or
feedback they might have to info@bellevuehealthcaretrust.
com or to the Company Secretary Bellevue@nsm.group.
Iencourage you to make use of this facility. In the meantime,
we will continue to post content from the Investment Manager
onto the Company’s website to keep you informed of the
Company’s progress.
The Board is proposing a modification of the Company’s
investment policy to increase the maximum number of
holdings from the current 35 to 45 in order to adjust to a
Chairman’s Statement continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 5
Strategic Report
more volatile market environment – this will be the subject
of a resolution at the forthcoming AGM and is discussed
further in the Investment Manager’s Report. We are also
proposing a change to the Company’s return objectives to
provide one simple clear target to measure performance.
Both these changes are discussed further on pages 18
to 20 (‘Amendments to the Investment Policy and Return
Objectives’), are recommended by the Board and we believe
should be non-controversial.
AND FINALLY…
As highlighted above, this will be my final AGM as Chairman
of your Company. It has been a privilege to serve. I sincerely
hope that the Company proceeds to greater heights in the
future. I leave secure in the knowledge that both the Board
and the Investment Manager are focused on improving
performance and helping drive greater returns for investors;
having both confidence in the investment thesis and a
Manager who is well positioned to harvest this opportunity.
As I discuss above, the wider backdrop also provides
reasons to be optimistic.
On behalf of the whole Board, may I wish you a prosperous
year ahead and thank you for your continued support of
Bellevue Healthcare Trust Plc.
Randeep Grewal
Chairman of the Board of Directors
14 March 2025
Bellevue Healthcare Trust plc Annual Report and Accounts 20246
Investment Manager’s Report
OVERVIEW
The general market’s and the healthcare sector’s
performance has been dominated by a few stocks in the last
couple of years. We believe that as this performance widens
our portfolio should benefit. Furthermore healthcare is well
positioned at current levels and, combined with good stock
selection, the backdrop should provide a helpful boost to
performance over the coming years.
REVIEW
The Bellevue Healthcare Trust is now eight years old.
As such, we thought it worth revisiting our views on the
evolution of the healthcare industry at the time of the
Company’s launch, discussing what has and has not come
to pass, and then provide an overview of how we see the
industry’s continuing evolution.
Before we delve into these details, what remains abundantly
clear today is that the need for profound and fundamental
reform of healthcare systems remains urgent. We seek to
invest in innovative companies whose products, technologies
and services are at the forefront of improving the standard of
care and the means of delivery, driving efficiency across the
healthcare system.
Groundbreaking advances in science are providing greater
insights and understanding into the underlying biology of
disease, allowing better treatments to be developed and
helping an ever expanding number of patients. Over the
coming years, the application of genomics and Artificial
Intelligence will undoubtedly unleash benefits from the huge
information datasets that healthcare systems have been
gathering over many decades.
Given this undeniably compelling backdrop, it should puzzle
us all that, despite all this opportunity and potential, the
performance and valuations of healthcare companies relative
to the broader global equity market are at near-decade lows
as shown in Figures 1 and 2 below. Within this, Small and
Mid-Cap healthcare stocks in which we typically invest have
been treated even more harshly.
Relative out/(under) performance (%)
Source: Bloomberg
1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024
-40%
-30%
-20%
-10%
0%
10%
20%
30%
40%
50%
Figure 1 S&P 500 Healthcare Sector vs. S&P 500 Index – relative performance on annual basis (1990 - 2024)
Source: Bloomberg
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 7
Strategic Report
Figure 2 illustrates the consequence of this relative
underperformance despite solid operational performance –
aprofound de-rating in the valuation multiples ascribed to the
sector when compared to the wider market.
Why has this occurred? In part, it is due to the market’s narrow
focus in recent years on a small cohort of Tech-oriented
Mega-Cap companies (the so-called ‘Magnificent 7’). These
have driven wider market performance and the focus upon
them has been to the detriment of much else being crowded
out of the narrative. We have even seen a microcosm of
this within healthcare with the Eli Lilly/Novo Nordisk led
‘GLP-1 winners and losers’ narrative, starving other areas of
healthcare of newsflow and investor attention.
What we can also say with confidence is that it has not
occurred because the companies within this ecosystem
have not continued their relentless and often awe-inspiring
progress, nor because regulatory or geopolitical issues have
changed the outlook for the industry. Perhaps, given all the
geopolitical turmoil and macro-economic uncertainty, it is
time for investors to re-evaluate the investment proposition
that healthcare provides?
THE ORIGINAL THESIS
Our original top-down view was, and remains, that developed-
world healthcare systems need to undertake a fundamental
reconsideration of the care delivery paradigm, in order to
make them operationally and financially sustainable. Societies
must balance the challenges of inexorable demand arising
from a growing and ageing population, and the consequential
proliferation of age-associated chronic conditions, with a rising
dependency ratio. Healthcare expenditure cannot rise faster
than GDP growth indefinitely.
The reality was, and still is, that healthcare delivery is wasteful,
inefficient, over-reliant on a limited supply of skilled human
capital and administratively burdensome. This combination
offers considerable opportunities for enhanced productivity
to slow spending growth and free up resources to deliver
improved care. For these reasons, we saw these changes to
the healthcare system as inevitable, as a society we simply
could not carry on as we were.
In our early marketing materials, we sought to explain the
‘shifting healthcare delivery paradigm’, with an illustration of
the types of products, technologies and services that could
improve outcomes, and decision-making, and lower costs
within the different stages of the patient journey. We also
provided a list of the major changes that we anticipated the
healthcare system would undertake over the coming decade.
Both are reproduced below:
Healthcare = MSCI World Healthcare, global Equities = MSCI World Index.
2014
2016 2018 2020 2022
14% Discount
2024
-25%
-15%
-5%
5%
15%
25%
Figure 2 PE-Ratio Healthcare vs. Global Equities 31 December 2014 - 31 December 2024
Source: Bellevue Asset Management AG, PE 2024/ EPS-Growth 2021-2026e
Bellevue Healthcare Trust plc Annual Report and Accounts 20248
Figure 4 List of Anticipated Changes in Healthcare
1. “Everything must change” – Western healthcare
systems are broken and not fit for purpose in terms of
serving the needs of an ageing population. The human
skills deficit is already too far gone to bridge with simply
adding more staff (if you can find them).
2. “Technology and healthcare will intersect as never
before” – IT innovations such as AI & big data that can
cope with noisy (i.e. incomplete) healthcare records data
will increasingly drive insights and prevention plans.
3. “It’s written in your genes” – genetic data will be at the
forefront of diagnosis and population health (preventative
interventions).
4. “Electronic first” – your first interaction with the
healthcare system will be digital; creating a footprint that
can be tracked and allow you to get the best care in the
cheapest and most convenient manner possible.
5. “People are fallible” – we do not follow medical advice
and do not behave rationally. People need to be nudged and
prompted to do the right thing and making things easier is
just as important as making treatments better
6. “Knowledge is power” – the future consumer wants to
be far more engaged in decision-making and future care
models will need to be more patient-centric.
7. “Acuity must fall” – hospitals are expensive and full of
sick people. No-one wants to be there and newer ‘site of
care’ models will be increasingly used.
8. “Connected care and the internet of things” – the
future treatment setting will be loaded with passive sensing
technology that enhances physician decision-making.
9. The “democratisation of innovation” – the future favours
those with the best ideas in drugs and med tech being
able to bring projects to middle stages of development
using outsourced models of R&D and production, tilting the
balance in favour of disrupters over incumbency.
10. Related to the point above, legacy infrastructure in the
pharma/biotech and hospital space has less value than it
did historically.
Source: Bellevue Asset Management (UK) Ltd.
PROGRESS TO DATE
It is worth considering how the healthcare system has
evolved since the Company’s inception. During the five years
to the end of 2022 (which is the last year for which complete
data is currently available; comprehensive data sets take time
to put together), the World Health Organisation estimates
that global spending on healthcare rose from $7.1trn in 2015
to $9.8trn by 2022; a compound growth rate of 4.6%, or a
37% increase over five years. Within the OECD sub-set of
developed countries, spending rose from $5.9trn to $7.9trn
Investment Manager’s Report continued
Figure 3 The Shifting Healthcare Delivery Paradigm
Source: Bellevue Asset Management (UK) Ltd.
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 9
Strategic Report
over the same period, a compound growth rate of 4.2%.
These numbers serve to highlight the dependable nature of
the sector’s demand-led growth.
Within the OECD, the unweighted average increase in
healthcare spending as a proportion of GDP between 2015
and 2022 was 0.4%, which was also the median increase,
amply illustrating the challenges described previously:
public finances cannot cope with healthcare expenditures
consuming an ever greater proportion of our marginal wealth
creation indefinitely.
The table below discusses a few of the key opportunities/
thematics highlighted previously and the progress we
have witnessed over the past eight years in terms of these
becoming mainstream elements of healthcare provision:
Opportunity/thematic What it means Why is it important Progress Made
Site of care shift Moving care away from higher cost
setting (i.e. hospitals) to lower-cost
(i.e. home, surgical-day centres,
pharmacies).
Treating patients in a lower cost
setting saves significant money
for healthcare systems. Patient
convenience and access to care are
often improved too.
Advancing. A growing percentage of
procedure volume is now undertaken in
alternate, lower-cost settings such as
Ambulatory Surgical Centres (ASCs),
many of which are partly physician
owned.
Remote monitoring for
management of chronic
conditions or recovery
Wearables/home technology that
monitors a patient without the need for
a healthcare professional to physically
attend to the patient.
More efficient use of human resources
that would otherwise need to
“check-in” with patients. Timely data
collection can provide earlier warning
of problems.
Limited. We were expecting more
progress, but a combination of
arcane governance of social care,
data security breaches and privacy
concerns alongside people’s reluctance
to have “monitoring technology” in their
homes has stalled progress, but the
NHS virtual wards pilots do offer hope
that the idea is gaining traction.
Robotics and minimally
invasive surgery
Robotic/minimally invasive surgery
results in less tissue trauma versus
traditional ‘open’ surgery.
Less trauma = faster recovery, quicker
procedure times and reduced risk of
infection due to smaller incision site
in the skin, which saves money and
increases efficiency.
Advancing. There has been a brisk
uptake of robotic surgery/minimally
invasive approaches. Surgeons are
keen to utilise these tools. What
typically limits uptake is the meaningful
capital outlay required, but various
finance options are typically available
and we are seeing uptake at ASCs.
Electronic triage and
virtual physician visits
Moving away from face-to-face
appointments as the gateway to
healthcare, often redirecting patients to
alternative (cheaper) services.
The Primary-care (GP) led model
is very difficult to scale, and hugely
expensive. Reducing the number of
appointments saves time and money.
Largely complete. At the time of the
IPO, trying to get a UK resident to
imagine a world where there was an
NHS app on their phone was difficult,
never mind one that enabled them to
book virtual appointments, or that virtual
appointments would be more common,
but here we are.
Novel therapeutics/
treatment modalities
More targeted/specific therapeutics
provide better efficacy with less side
effect burden/off target toxicities.
Greater efficacy leads to better
outcomes and faster recovery, saving
money. Reducing side effects improves
patient quality of life.
Advancing. There continues to
be significant innovation in the
biotechnology arena. They key to
success is tackling significant un-met or
step change in existing treatment needs
versus delivering modest improvements
to existing options.
Connected hospitals Software and hardware that allows a
network environment to be created
so patient information is accessible
across the hospital in a faster, more
stream-lined manner. More efficient
monitoring of patients.
More efficient use of clinical staff where
the burden of admin tasks (i.e. taking
bedside patient stats, test results
available electronically and quicker) can
be more automated.
Moderate. In general, there is
agreement on the potential benefits.
The challenge in terms of roll-out/uptake
comes around integrating multiple
disparate pre-existing systems under
a unified single architecture. Further
integration and work on the part of
vendors is required in order to provide a
true one-stop solution for hospitals.
Bellevue Healthcare Trust plc Annual Report and Accounts 202410
Opportunity/thematic What it means Why is it important Progress Made
Increased personalisation,
speed and accuracy of
diagnosis
Earlier and more precise disease
identification, typically at a
molecular level utilising genomic or
proteomic data.
Generally, the earlier and more
accurately you diagnose disease,
the more specific, targeted treatment
options can be selected, hopefully
being required for a shorter duration,
which saves significant costs.
Moderate. Whilst there have been
significant advances in molecular testing
available, particularly in the oncology
setting, and penetration rates have
improved, there is still a long road
ahead. Uptake in our minds should
have been faster. The UK NHS deserves
credit here for being a global pioneer in
evaluating such services, even if they
are yet to roll out nationally.
Looking at the table above, it is encouraging to see that
many of the improvement areas we identified have made
significant progress over the past eight years, driving strong
financial performance in the companies we have invested in.
However, remote patient monitoring has been a notable
disappointment, especially given the clear benefits that
readily available products, technologies, and services could
provide. We underestimated patient concerns regarding data
security, which were amplified by high-profile data breaches
at large corporations and social media companies, but it is
pleasing to see more traction being gained now (cf. NHS
Virtual Wards pilot).
The number of people willing to work in adult social care is a
huge problem, with 1 in 10 positions currently unfilled and a
lack of social care resources being the primary cause of ‘bed
blocking’ in hospitals. Something is going to have to change.
Progress on the uptake/penetration of these thematics/
opportunities has largely been linear over the past eight years
(apart from the peak COVID times in 2020/21). Throughout
the entirety of the Company’s history, we have sought to
exploit these emerging and growing trends through the
companies in which we invest.
LONGER TERM PERFORMANCE
The first five years of the Company’s history yielded very
strong absolute and relative performance of the Company’s
NAV, delivering a NAV total return of +16.1%, compared
to +13.2% for the MSCI World Healthcare Index. In the
subsequent period to date, despite following the same
strategy and approach, the performance of the Company’s
NAV has been disappointing, with 2022 being most
significantly impacted.
Our fundamental research and analysis leads us to a bias
toward US Mid-Cap growth stocks. In recent times these
have been out of favour with investors by comparison to the
Large/Mega-Cap companies that dominate our benchmark.
Nonetheless, we remain confident that we are continuing to
focus on the correct underlying themes within the healthcare
ecosystem.
With all the current global challenges, it is easy to be
overwhelmed by the noise and lose sight of the bigger
picture. The Company’s performance since inception is
summarised in Figure 5 below. Despite operating in a difficult
environment, the Company outperformed meaningfully in
its first five years and has delivered a positive absolute NAV
return in six of its eight calendar years.
The Company has only meaningfully underperformed the
MSCI World Healthcare Index in three of the past eight years
(i.e. excluding 2018’s underperformance, which was only a
modest 17 basis points on an NAV basis). In each of those
years of notable relative underperformance, short, sharp
shocks hindered our ability to regain sufficient momentum
before the end of the respective year.
We are not alone in facing these challenges. Among the six
healthcare-focused actively managed investment companies
with a similar track record, only one has outperformed its
benchmark during our timeframe (and it focuses on biotech,
with some private investments). These have indeed been
exceptionally tough times for healthcare investors.
Investment Manager’s Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 11
Strategic Report
Figure 5 Relative and absolute return since inception (calendar year basis)
% Return (relative and absolute)
Delta to MSCI WHC BBH absolute NAV return (£)
2017 2018 2019 2020 2021 2022 2023 2024
-20%
-15%
-10%
-5%
0%
5%
10%
15%
20%
25%
30%
Source: Bloomberg
WHAT’S NEXT?
Healthcare has struggled to capture wider investor attention
— dominated as it currently is by a narrow group of
technology companies — it is important to emphasise that
healthcare is far from broken as a business. Demand for
services remains robust, and the need for greater efficiency
is undeniable. Few sectors can offer as much confidence
in the long-term demand outlook as healthcare does,
underpinned as it is by insurmountable demographic trends.
The current situation vis-a-vis equity returns reflects a shift
in investor sentiment, despite the industry fundamentals
remaining solid. Investors have simply chosen to direct their
focus — and capital — elsewhere.
The silver lining is that the sector now appears significantly
more attractive on a relative value basis (Figure 2 on page7).
Early signs in 2025 suggest that this may be starting to
attract renewed interest from generalist investors, even if
it remains skewed at the moment to Mega-Cap names.
Lest one forget, around one in three newly launched
products from ‘big pharma’ comes from external innovation
(in-licensing or M&A), and the marked under-performance
of Small and Mid-Cap healthcare and biotechnology
in particular may yet kick off a wave of M&A as larger
companies see relative value in acquiring their benighted
biotech brethren.
Bellevue Healthcare Trust plc Annual Report and Accounts 202412
Growth stocks, by their nature, do not need a re-rating to
generate alpha; the growth itself should drive that. However,
if investor interest in healthcare becomes more positive and
broadens out to the growth names, a meaningful re-rating of
depressed valuations should be on the horizon.
We are still in the early stages of what is likely to be a
decades-long transformation. The good news is that the
momentum for change is already heading in the right
direction. We are enthusiastic about the industry’s future.
Terms like ‘cost-effectiveness’ and ‘value-based care’ are no
longer taboo. The pandemic underscored the challenges of
recruiting and retaining talent, highlighting the need to reduce
the sector’s over-reliance on human capital. We can no longer
expect frontline workers to “do more”; we must equip them
with the tools to be more productive with their valuable time.
Despite these advances, many healthcare systems face
even greater challenges than they did eight years ago due
to the pandemic. Record waiting lists and widespread
dissatisfaction with the quality or cost of care, or both,
have created even higher barriers to overcome. The need
for urgent reform has never been clearer. As such, we
expect to see an acceleration in the adoption of products,
technologies, and services that improve outcomes, reduce
costs, and empower carers to make better decisions
for patients.
Emerging patient-centric treatment approaches promise
new, personalised, and targeted ways of delivering care,
far beyond what was possible in the past. Our growing
understanding of genomics offers the potential to not
only better understand disease drivers, but also to more
effectively treat or even prevent them. It is an exciting time to
invest in healthcare.
FY2024 PERFORMANCE SUMMARY
A narrowing of the discount compared to the end of fiscal
2023 meant that the total shareholder return performance
was indeed positive versus the comparator, +213bp ahead
for the fiscal year.
Unfortunately, the fiscal 2024 performance fell just short of
generating a relative NAV outperformance for the year, versus
our key comparator index, the MSCI World Healthcare Index.
However, it is pleasing that performance in the second half of
the fiscal year was positive (GBP NAV total return +4.6%, vs
+1.7% for the MSCI World Healthcare Index).
Figure 6 The Company’s returns for the fiscal year
Total Return (GBP) Fiscal 2024 Rolling 3 Year
Rolling 3 Year
(annual eq.)
Since Inception
(1 December
2016)
BBH Share Price +13.7% -15.0% -5.3% +81.9%
BBH NAV +11.1% -7.0% -2.4% +98.1%
MSCI World Healthcare Index +11.5% +18.3% +5.8% +120.5%
Relative to MSCI World Healthcare Index
BBH Share Price +2.1% -33.3% -13.2% -38.6%
BBH NAV -0.4% -25.3% -2.4% -22.3%
Source: Bloomberg. All performance figures are calculated as total return with dividends being reinvested in the relevant security, calculated in GBP and with the
relevant period ending on 29 November 2024.
Alongside our ongoing analysis of the sector’s fundamentals,
we also undertook a comprehensive review of our investment
process in 2024, identifying areas for improvement in
risk-adjusted returns. We observed that stock-level volatility
around news flow has increased over the past two years. This
led to two key conclusions: first, it may be more effective to focus
on selecting the best two or three ideas from a given strategy
to gain exposure to a desired theme, rather than seeking a
single “winner.” In order to support this revised approach, the
Company’s Board is proposing an increase in the maximum
number of active holdings from 35 to 45. The Company will still
retain its differentiated and concentrated investment approach,
but we believe this additional flexibility will improve risk-adjusted
returns. Second, we need to carefully consider our tolerance
for binary event risks on a case-by-case basis. Where possible,
it may make sense to reduce exposure before such events,
especially since they often result in higher trading volumes in the
immediate aftermath. It is always possible to buy back positions
after trimming.
We began implementing these adjustments in the second
half of 2024 and are already seeing positive results, including
Investment Manager’s Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 13
Strategic Report
reduced drawdowns and an improved internal rate of
return(IRR).
Portfolio summary
During fiscal 2024, the Company held active positions in
44 companies (compared to 34 in FY2023), beginning
the year with 27 active positions and ending the year
with 33active positions (18 additions, 11 exits and the
write-down to zero of the Venus Medtech holding, which only
represented 0.3% of Net Asset Value at the end of FY2023).
Two of the exits were due to M&A (Axonics and Silk Road
Medical) and three of the additions were prior holdings for
the Company (Humana, Neogenomics, and Lundbeck). We
would describe seven of the 18 additions as being due to
the revised approach of splitting thematic exposures over
more than one holding, as discussed previously.
In each of these cases, the percentage of gross exposure
attributed to the new holding was offset by an equal
amount being sold down from an existing holding, offering
complimentary end market/customer/thematic exposure.
As noted previously, we believe this will smooth returns over
time by reducing exposure to stock-specific downside risk.
Of the remaining exits, the overwhelming rationale reflects the
previously outlined change in approach to managing binary
risk – in an era of heightened volatility and all too frequent
over-reactions to even modestly negative newsflow, we must
have a much lower appetite for any perceived downside risk
or reduction in confidence in management.
The evolution of the portfolio at the sub-sector level is
illustrated in Figure 7 below. Investors can find detailed
commentary on the month-by-month evolution of the
sub-sector exposure in the monthly factsheets and these
should be investors’ primary source of information on the
portfolio and the strategy.
Figure 7: Portfolio sub-sector evolution
Subsector Allocation (month end) November 2023 May 2024 November 2024
% Change
(Nov 2023 vs
Nov 2024)
Conglomerates 0.0% 0.0% 0.0% n/a
Dental 0.0% 0.0% 0.0% n/a
Diagnostics 13.3% 13.6% 17.3% +4.0%
Distributors 0.0% 0.0% 1.0% +1.0%
Diversified Therapeutics 0.0% 0.0% 0.0% n/a
Facilities 0.0% 0.10% 0.0% n/a
Focused Therapeutics 22.2% 24.3% 27.8% +5.6%
Generics 0.0% 0.0% 0.0% n/a
Healthcare IT 10.4% 5.6% 3.4% -7.0%
Healthcare Technology 5.7% 14.5% 9.2% +3.5%
Managed Care 7.8% 10.5% 8.9% +1.1%
Medical Technology 19.0% 12.2% 17.8% -1.3%
Services 11.7% 14.0% 9.1% -2.6%
Tools 9.9% 5.1% 5.4% -4.5%
Other HC 0.0% 0.10% 0.10% n/a
Total 100.0% 100.0% 100.0%
With regard to the portfolio breakdown by market
capitalisation, this has intentionally become more balanced
over the year. We are still significantly more skewed toward
Mid-Cap versus our key comparator index (which was
98.5%Mega-Cap and Large-Cap at the fiscal year end), but
there is greater balance across the portfolio compared to the
past few years. The already material geographic bias to the
United States increased slightly, as Chinese capital markets
continued to experience significant challenges.
Bellevue Healthcare Trust plc Annual Report and Accounts 202414
Investment Manager’s Report continued
Figure 8: Market capitalisation breakdown of portfolio
Market capitalisation breakdown Geographical breakdown (operational HQ)
Mega-Cap
Large-Cap
Mid-Cap
Small-Cap
Asia
(inc. China & Japan)
22.4% 21.2%
29.7%
26.7%
Rest of World
98.2%
1.4%
0.6%
Lorem ipsum
Europe (inc. UK & CH)
Asia (inc. China & Japan)
Rest of World
United States
Lorem ipsum
Figure 9: Geographic breakdown of portfolio
(operational HQ)
Market capitalisation breakdown Geographical breakdown (operational HQ)
Mega-Cap
Large-Cap
Mid-Cap
Small-Cap
Asia
(inc. China & Japan)
22.4% 21.2%
29.7%
26.7%
Rest of World
98.2%
1.4%
0.6%
Lorem ipsum
Europe (inc. UK & CH)
Asia (inc. China & Japan)
Rest of World
United States
Lorem ipsum
May not sum to 100% due to rounding.
Our top five and bottom five contributors to the NAV are
summarised in Figure 10 below, along with their share price
performance in sterling over the fiscal year (which does
not necessarily correspond to their performance for the
Company, as the size and duration of our holdings varies
over the year).
Figure 10
Top 5 Performers (total return) Bottom 5 Performers (total return)
Company Sub-sector Performance (GBP) Company Sub-sector Performance (GBP)
CareDx Diagnostics +150.7% Pacific Biosciences Tools -77.7%
Insmed
Focused
Therapeutics +197.9% Dexcom
Healthcare
Technology -33.0%
Verona Pharma
Focused
Therapeutics +190.7% Accolade Healthcare IT -56.2%
Tandem Diabetes Care
Healthcare
Technology +50.1% Evolent Health Healthcare IT -53.9%
Silk Road Medical Medical Technology +181.6% Atricure Medical Technology +1.0%
We would make the following comments regarding the
companies in Figure 10: only one of the top performers,
Silk Road Medical, was an M&A target; it was acquired by
Boston Scientific in September 2024. The majority of the Top
Performing holdings have been in the portfolio for multiple years.
As one might expect based on the previous comments
regarding lower risk tolerance, we have exited our positions
in three of the worst performers (Pacific Biosciences,
Accolade and Atricure) and materially reduced exposure to
the other two. We would be open to increasing our holdings
in Dexcom and Evolent Health again in the future, but only
when we have tangible evidence that the risks weighing on
sentiment have been fully addressed.
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 15
Strategic Report
Full investment portfolio as of 30 November 2024
Inevitably, the portfolio will have evolved over the four months since the fiscal year end. Investors can find additional commentary
on the development of the portfolio in the monthly factsheets and these should be investors’ source of up-to-date information.
Company Sub-sector classification Fair value £’000 % Portfolio
1 UnitedHealth Group Managed Care 32,445 7.8%
2 CareDx Diagnostics 28,367 6.8%
3 Exact Sciences Diagnostics 19,858 4.8%
4 Sarepta Therapeutics Focused Therapeutics 19,811 4.7%
5 Intuitive Surgical Medical Technology 19,347 4.6%
6 Tandem Diabetes Care Healthcare Technology 18,771 4.5%
7 Castle Biosciences Diagnostics 17,741 4.2%
8 Inspire Medical Systems Medical Technology 17,576 4.2%
9 Axsome Therapeutics Focused Therapeutics 17,377 4.2%
10 Verona Pharma Focused Therapeutics 17,215 4.1%
Total Top 10 208,508 49.9%
11 Neogenomics Diagnostics 16,578 4.0%
12 Biomarin Pharmaceuticals Focused Therapeutics 14,935 3.6%
13 Insmed Focused Therapeutics 14,781 3.5%
14 Evolent Health Healthcare IT 14,206 3.4%
15 Edwards Lifesciences Medical Technology 14,058 3.4%
16 Abbott Laboratories Medical Technology 14,016 3.4%
17 Structure Therapeutics Focused Therapeutics 12,168 2.9%
18 Insulet Healthcare Technology 10,242 2.5%
19 Dexcom Healthcare Technology 9,584 2.3%
20 SI-Bone Medical Technology 9,383 2.2%
21 Bio-Rad Laboratories Focused Therapeutics 8,954 2.1%
22 Charles River Laboratories Services 7,866 1.9%
23 Astrana Health Services 6,972 1.7%
24 Thermo Fisher Tools 6,883 1.6%
25 Danaher Tools 6,876 1.6%
26 Iqvia Services 6,629 1.6%
27 Natera Diagnostics 6,494 1.6%
28 Altimmune Focused Therapeutics 6,364 1.5%
29 Hutchmed Focused Therapeutics 5,819 1.4%
30 Terns Pharmaceuticals Inc Focused Therapeutics 5,195 1.2%
31 Elevance Health Managed Care 4,640 1.1%
32 McKesson Distributors 4,161 1.0%
33 Lundbeck Focused Therapeutics 2,478 0.6%
Total portfolio 417,790 100.0%
Gross exposure £417.8m
Cash on hand £274.0m
Other net liabilities £(254.5)m
Net Asset Value of Company £437.3m
The Company’s portfolio liquidity parameters remain very high. We estimate 95% of the portfolio could be liquidated within nine
trading days at a participation rate of 25%.
Bellevue Healthcare Trust plc Annual Report and Accounts 202416
Top 10 summary
UnitedHealth Group (7.8%)
Sub-sector: Managed Care
United Health Group (‘UNH’) is a diversified and vertically
integrated healthcare care provider focused on two distinct
business platforms: (1) health benefits and insurance under
the United Healthcare brand and (2) health services operating
under the Optum brand. The health benefits are designed
for multiple customers (both private and public) and Optum
offers its services to the broad healthcare market (payers,
providers, employers, governments, life science companies)
through its Optum Health, Optum Insight and OptumRx
businesses, which cover PBM services, analytics and the
physical delivery of services.
CareDx (6.8%)
Sub-sector: Diagnostics
CareDx (‘CDNA’) is a specialist diagnostics company and the
leading provider of non-invasive surveillance testing to organ
transplant recipients. These tests evaluate the effectiveness
of anti-rejection drug cocktails, so that changes can be
made if early signs of organ rejection appear. In this way,
it should be possible to extend the viable life of transplanted
organs, improving patient quality of life and saving money.
CDNA also offers advanced genetic matching tools for
recipient selection, and various software tools and services
to help transplant recipients manage their care.
Exact Sciences (4.8%)
Sub-sector: Diagnostics
Exact Sciences is a leading cancer diagnostic company.
Its main product is Cologuard, a stool-based DNA screening
test for the detection of colorectal cancer, which launched
in 2014. Exact’s Oncotype gene expression tests (covering
breast and colon cancer) allow more accurate diagnosis and
subsequent treatment pathway decisions and it is moving
into minimal residual disease (MRD) surveillance testing.
Additionally, EXAS is also looking to expand its menu of
patient-centric early cancer diagnostics via Thrive, a company
focused on “liquid biopsy” for early cancer detection and also
has a blood-based colorectal test ready to launch.
Sarepta Therapeutics (4.7%)
Sub-sector: Focused Therapeutics
Sarepta (‘SRPT’) is focused on the treatment of rare genetic
diseases, especially muscular conditions. It was a pioneer
of exon skipping RNA therapy for Duchenne Muscular
Dystrophy (DMD), a serious degenerative disease. More
recently, it pioneered a gene therapy (i.e. aiming to be a
one-time treatment) for DMD that now has a broad approval
covering the majority of patients. It is following this up with
further gene therapies for other dystrophies and is also
moving into RNA therapies for genetic diseases of the
central nervous system and lungs, via a collaboration with
Arrowhead Pharma.
Intuitive Surgical (4.6%)
Sub-sector: Medical Technology
Intuitive Surgical (‘ISRG’) is the global leader in robotic surgical
systems. These systems integrate software, hardware, and
sensors to allow doctors to perform robotically aided surgery
from a remote console. Alongside the system itself, ISRG also
provides the accompanying consumables necessary for use
in each procedure, and these provide a recurring revenue
stream alongside the servicing contracts for the systems
themselves. A fifth-generation system, “Dv5”, with a number of
improvements in capabilities and workflows, was launched in
the US in mid-2024 to widespread acclaim from customers.
Tandem Diabetes Care (4.5%)
Sub-sector: Healthcare Technology
Tandem Diabetes Care (‘TNDM’) manufactures insulin pumps
and was a pioneer of ‘closed loop’ systems where algorithms
automate insulin delivery, thereby increasing the time that
diabetic patients’ blood sugar remains within a normal range.
New standards for inter-operability of pumps, software
and sugar measurement should make such technology
the standard of care. TNDM’s newest durable form factor,
Mobi, was launched in 2024 and will be followed soon
by a tubeless version, with a more advanced patch pump
called Sigi following later. Alongside its best-in-class delivery
algorithm (‘ControlIQ’), TNDM should be well positioned for
market share gains in the coming years.
Castle Biosciences (4.2%)
Sub-sector: Diagnostics
Castle Biosciences (‘CSTL’) is a specialist diagnostics
company that is currently focused on the differential
diagnosis of Melanoma by type. Through an asset acquisition
from Myriad Genetics, it is also offering a risk stratification
test for patients with cutaneous melanocytic lesions. More
recently, through the Cernostics acquisition, the Company is
branching out into GI oncologic diagnostics, launching a new
test for Barrett’s oesophagus. Beyond this the Company is
hoping to roll out further tests, particularly in the GI space in
order to achieve scale in this area.
Investment Manager’s Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 17
Strategic Report
Inspire Medical Systems (4.2%)
Sub-sector: Medical Technology
Inspire (‘INSP’) is a medical device company that has
developed and commercialised a minimally invasive
implantable device for the treatment of chronic Obstructive
Sleep Apnoea (OSA), which is characterised by interrupted
breathing due to a blockage of air flow. This is a serious
condition associated with increased cardiovascular disease
risk and mortality. The standard of care for many years has
been ‘CPAP’; patients wear a positive pressure face mask
during sleep that pushes air into the body. This is obtrusive
and noisy. In contrast, Inspire is an electrical stimulator that
senses inward breath and painlessly spasms muscles to
ensure the airway remains open.
Axsome Therapeutics (4.2%)
Sub-sector: Focused Therapeutics
Axsome Therapeutics (‘AXSM’) is a US-based specialty
pharma company focused on developing novel, improved
formulations of already established oral products for the
treatment of various central nervous system and neurological
conditions. Its scientific focus is on improved pharmaco-
kinetics to enhance therapeutic index, using approaches
such as competitive or molecular inhibition, single isomers
and drug formulations with enhanced bioavailability. Its key
products (Auvelity & pipeline drug AXS-07) are focused on
refractory patients in the fields of major depressive disorder
(MDD) and migraine treatment.
Verona Pharma (4.1%)
Sub-sector: Focused Therapeutics
Verona Pharmaceuticals (‘VRNA’) is a therapeutics company
focused on innovative treatments for chronic obstructive
pulmonary disease (COPD). Their lead product Ohtuvayre
(ensifentrine) was approved in the US for the treatment and
maintenance of COPD in mid-2024. The molecule offers a
differentiated mechanism of action in so far as combining
bronchodilator and anti-inflammatory activity in a twice daily
compound that is delivered via a nebuliser. Compared to
other COPD agents, the initial launch trajectory of Ohtuvayre
has been impressive and the drug has blockbuster potential.
Conclusion
As discussed previously, healthcare as an industry sector
and Mid-Cap growth stocks as an asset class have been
significantly challenged in recent years, for a number
of reasons that are not directly related to the intrinsic
quality of the businesses themselves. This has adversely
impacted the Company’s relative and absolute returns for its
investors. Itfeels especially ironic that the sector has been
so overlooked when it is surely a poster-child for learnings
from big data and Artificial Intelligence: few industries are so
data-driven in formulating new products and technologies or
were so early to embed AI into core products and services.
Although the new administration in the United States is
upending longstanding conventions around trade and
international co-operation in ways that make its ultimate
conclusions unclear, we can take some comfort from the
inescapable fundamentals that underpin healthcare demand,
alongside a pledge from the administration not to interfere
with certain social welfare programs. It should ultimately
prove to be a safe port in a storm.
Beyond this, we continue to see boundless opportunities for
incremental innovations to continue to improve the healthcare
delivery paradigm, and remain convinced that investing into
these trends will deliver positive returns for investors.
Paul Major and Brett Darke
Bellevue Asset Management (UK) Ltd
14 March 2025
Bellevue Healthcare Trust plc Annual Report and Accounts 202418
Investment Policy, Results and
Key Performance Indicators
INVESTMENT POLICY
The Company invests in a concentrated portfolio of listed or
quoted equities in the global healthcare industry. The Company
may also invest in ADRs, or convertible instruments issued by
such companies and may invest in, or underwrite, future equity
issues by such companies. The Company may utilise contracts
for differences for investment purposes in certain jurisdictions
where taxation or other issues in those jurisdictions may render
direct investment in listed or quoted equities less effective. Any
use of derivatives for investment purposes is made on the basis
of the same principles of risk spreading and diversification that
apply to the Company’s direct investments, as described below,
and such use is not expected in the normal course to form a
material part of the Gross Assets.
The investable universe for the Company is the global
healthcare industry including companies within industries
such as pharmaceuticals, biotechnology, medical devices
and equipment, healthcare insurers and facility operators,
information technology (where the product or service supports,
supplies or services the delivery of healthcare), drug retail,
consumer healthcare and distribution.
No single holding will represent more than 10 per cent. of Gross
Assets at the time of investment and, when fully invested, the
portfolio will have no more than 35 holdings. The Company
will typically seek to maintain a high degree of liquidity in its
portfolio holdings (such that 90 per cent of the portfolio may
be liquidated in a reasonable number of trading days) and as a
consequence of the concentrated approach, it is unlikely that a
position will be taken in a company unless a minimum holding of
1.0 per cent. of Gross Assets at the time of investment can be
achieved within an acceptable level of liquidity.
There are no restrictions on the constituents of the Company’s
portfolio by index benchmark, geography, market capitalisation
or healthcare industry sub-sector. Whilst the MSCI World
Healthcare Index (in sterling) will be used to measure the
performance of the Company, the Company does not seek
to replicate the index in constructing its portfolio. The portfolio
may, therefore, diverge substantially from the constituents of
this index (and, indeed, it is expected to do so). However,
the portfolio is expected to be well diversified in terms of
industry sub-sector exposures. Given the nature of the
wider healthcare industry and the geographic location of the
investable universe, it is expected that the portfolio will have
a majority of its exposure to stocks with their primary listing
in the United States and with a significant exposure to the
US dollar in terms of their revenues and profits. Although the
base currency of the Company is sterling which creates a
potential currency exposure, this will not be hedged using any
sort of foreign currency transactions, forward transactions or
derivative instruments.
The Company will not invest in any companies which are,
at the time of investment, unquoted or untraded companies
and has no intention of investing in other investment funds.
AMENDMENTS TO THE INVESTMENT
POLICY AND RETURN OBJECTIVES
The Board is seeking shareholder approval at the AGM to
change the Company’s investment policy to raise the upper
limit of the number of holdings in the Company’s portfolio
from 35 to 45, to reduce volatility, and in addition proposes
to simplify the Company’s specific return objectives that form
part of the Company’s investment objective.
Investment policy
At present, the maximum number of stocks that may be held
in the Company’s portfolio at any one time is 35. The Board
proposes changing the investment policy so the portfolio can
comprise up to 45 stocks at any one time, to reduce volatility
of the portfolio.
One of the key aspects to the investment proposition is the
selection of a core, high conviction portfolio driven by the
Investment Manager’s fundamental analysis. The fundamental
strategy remains unchanged, and the Company will continue
to invest in a relatively concentrated portfolio of listed or
quoted equities in the global healthcare industry. This strategy
has tended to result in a portfolio of small and mid-cap
healthcare companies, and eschewed ownership of the mega-
cap companies that dominate the weightings within major
healthcare benchmark indices. The Board agrees with the
Investment Manager that such an approach continues to be
the most attractive option on a fundamental basis.
However, there has been a widespread dislocation in financial
markets since the world exited the COVID-19 pandemic,
which has led to a significant concentration of investor returns
in a limited number of mega-cap companies, and healthcare
is no exception to this. One consequence of this has been
a material increase in volatility for small and mid-cap stocks
versus large and mega-cap stocks. Over the past year, the
Investment Manager has been seeking to mitigate the impact
of this trend through a different approach to the concentration
of the positions held by the Company, and this has been
successful in reducing volatility.
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 19
Strategic Report
Following discussions with the Investment Manager, the Board
considers it beneficial for the Company’s portfolio to be able
to consist of up to 45 stocks at any one time to enable this
approach to be taken further. The limit of 45 will not include
any stocks that are inactive, meaning that the stock is in a
company which (i) has either had its primary listing cancelled
or suspended for a continuous period of at least 90 days
and/or (ii) is subject to insolvency or winding-up proceedings
or any proceedings having an analagous effect.
The actual number of investments in the Company’s portfolio
may vary from time to time depending on the availability of
opportunities in the market.
Subject to shareholder approval of the proposed changes to
the investment policy at the AGM, the Company’s investment
policy will be amended as follows (with the proposed new
wording shown as underlined text and the proposed deletions
shown as struck through text):
“The Company invests in a concentrated portfolio of listed
or quoted equities in the global healthcare industry. The
Company may also invest in ADRs, or convertible instruments
issued by such companies and may invest in, or underwrite,
future equity issues by such companies.
The Company may utilise contracts for differences for
investment purposes in certain jurisdictions where taxation or
other issues in those jurisdictions may render direct investment
in listed or quoted equities less effective.
Any use of derivatives for investment purposes is made
on the basis of the same principles of risk spreading and
diversification that apply to the Company’s direct investments,
as described below, and such use is not expected in the
normal course to form a material part of Gross Assets.
The investable universe for the Company is the global
healthcare industry including companies within industries
such as pharmaceuticals, biotechnology, medical devices
and equipment, healthcare insurers and facility operators,
information technology (where the product or service supports,
supplies or services the delivery of healthcare), drug retail,
consumer healthcare and distribution.
No single holding will represent more than 10 per cent.
of Gross Assets at the time of investment and, when fully
invested, the portfolio will have no more than 35
45 holdings.
The Company typically seeks to maintain a high degree of
liquidity in its portfolio holdings (such that 90 per cent. of the
portfolio may be liquidated in a reasonable number of trading
days) and as a consequence of the concentrated approach, it
is unlikely that a position will be taken in a company unless a
minimum holding of 1.0 per cent. of Gross Assets at the time
of investment can be achieved within an acceptable level of
liquidity.
There are no restrictions on the constituents of the Company’s
portfolio by index benchmark, geography, market capitalisation
or healthcare industry sub-sector. Whilst the MSCI World
Health Care Index (in sterling) is used to measure the
performance of the Company, the Company does not seek
to replicate the index in constructing its portfolio. The portfolio
may, therefore, diverge substantially from the constituents of
this index (and, indeed, it is expected to do so).
However, the portfolio is expected to be well diversified in
terms of industry sub-sector exposures. Given the nature of
the wider healthcare industry and the geographic location of
the investable universe, it is expected that the portfolio will
have a majority of its exposure to stocks with their primary
listing in the United States and with a significant exposure to
the US dollar in terms of their revenues and profits. Although
the base currency of the Company is sterling which creates a
potential currency exposure, this will not be hedged using any
sort of foreign currency transactions, forward transactions or
derivative instruments.
The Company will not invest in any companies which are, at
the time of investment, unquoted or untraded companies and
has no intention of investing in other investment funds.
The Company may deploy borrowing to enhance long-term
capital growth. Gearing will be deployed flexibly up to 20
per cent. of the Net Asset Value, at the time of borrowing,
although the Investment Manager expects that gearing will,
over the longer term, average between 5 and 10 per cent.
of Net Asset Value. In the event that the 20 per cent limit. is
breached as a result of market movements, and the Board
considers that borrowing should be reduced, the Investment
Manager shall be permitted to realise investments in an orderly
manner so as not to prejudice shareholders.
No material change will be made to the investment policy
without the approval of Shareholders by ordinary resolution.”
Return objectives
Since its launch in 2016, the investment objective of the
Company has been to provide shareholders with capital
growth and income over the long term, through investment in
listed or quoted global healthcare companies.
Bellevue Healthcare Trust plc Annual Report and Accounts 202420
The Company’s current specific return objectives are:
(i) to beat the total return of the MSCI World Health Care Index
(in sterling) on a rolling 3 year period (the index total return
including dividends reinvested on a net basis); and (ii) to seek
to generate a double-digit total shareholder return per annum
over a rolling 3 year period.
The Board is proposing an amendment to update and simplify
these to one simple, clear target against which to measure
performance.
The Company’s return objectives (which form part of its
investment objective) will be amended as follows (with the
proposed new wording shown as underlined text and the
proposed deletions shown as struck through text):
“The investment objective of the Company is to provide
shareholders with capital growth and income over the long
term, through investment in listed or quoted global healthcare
companies. The Company’s specific return objective shall be
for its NAV per share (on a total return basis): (i)
to beat the
total return of the MSCI World Health Care Index (in sterling)
on a rolling 3 year period (the index total return including
dividends reinvested on a net basis); and (ii) to seek to
generate a double-digit total shareholder return per annum
over a rolling 3 year period.”
The amendments to the investment policy are subject to
shareholder approval at the AGM but the proposed change to
the return objectives is not conditional on shareholder approval
and will take effect from 17 March 2025.
BORROWING POLICY
The Company may deploy borrowing to enhance long-term
capital growth. Gearing will be deployed flexibly up to
20 per cent. of the Net Asset Value, at the time of borrowing,
although the Investment Manager expects that gearing will,
over the longer term, average between 5 and 10 per cent.
of Net Asset Value. In the event that the 20 per cent limit is
breached as a result of market movements, and the Board
considers that borrowing should be reduced, the Investment
Manager shall be permitted to realise investments in an orderly
manner so as not to prejudice shareholders.
No material change will be made to the investment policy
without the approval of shareholders by ordinary resolution.
DIVIDEND POLICY
The Company will set a target dividend each financial year
equal to 3.5% of Net Asset Value as at the last day of the
Company’s preceding financial year. The target dividend will be
announced at the start of each financial year. This is a target
only and not a profit forecast and there can be no assurance
that it will be met.
Dividends will be financed through distributable reserves.
In order to increase the distributable reserves available to
facilitate the payment of dividends, the Company cancelled
the amount of £146,412,136 standing to the credit of its share
premium account immediately following first admission of its
Ordinary Shares to trading on the London Stock Exchange
in order to create a special distributable reserve. With effect
from 14 December 2023, a further amount of £617,709,517
standing to the credit of the Company’s share premium
account was cancelled in order to increase the special
distributable reserve. The Company may, at the discretion
of the Board, pay all or part of any future dividends out of
the special distributable reserve, taking into account the
Company’s investment objective.
The Company intends to pay dividends on a semi-annual
basis, by way of two equal dividends, with dividends declared
in July and February/March and paid in August and April/May
in each year.
In accordance with regulation 19 of the Investment Trust
(Approved Company) (Tax) Regulations 2011, the Company
will not (except to the extent permitted by those regulations)
retain more than 15 per cent. of its income (as calculated for
UK tax purposes) in respect of an accounting period.
RESULTS AND DIVIDEND
The Company’s revenue return after tax for the year amounted
to a gain of £160,000 (2023: loss of £1,147,000). The
Company’s capital return after tax for the year amounted to a
gain of £73,574,000 (2023: loss of £119,891,000). Therefore,
the total return after tax for the Company was a gain of
£73,734,000 (2023: loss of £121,038,000).
The Company targeted a total dividend for the year ended
30 November 2024 of 5.04p per Ordinary Share.
Interim dividend of 2.52p paid on 29 August 2024
Final dividend of 2.52p to be paid on 30 May 2025
(to Shareholders on the register at the close of business on
2 May 2025), subject to Shareholder approval at the AGM to
be held on 23 April 2025.
Investment Policy, Results and Key Performance Indicators continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 21
Strategic Report
TARGET TOTAL DIVIDEND FOR THE YEAR
ENDING 30 NOVEMBER 2025
For the financial year ending 30 November 2025, the target
total dividend will be 5.40p per Ordinary Share, this being
3.5% of the audited net asset value per Ordinary Share of
154.32p (including current financial year revenue items) as at
30 November 2024. The Board intends to declare an interim
dividend of 2.70p per Ordinary Share, being half of the target
total dividend for the financial year ending 30 November
2025, in July 2025 and intends to pay this dividend in
August/September 2025. The Board intends to propose a
final dividend of 2.70p per Ordinary Share for the financial
year ending 30 November 2025, in February/March 2026
and intends to pay this dividend in April/May 2026.
FIVE YEAR DIVIDEND PERFORMANCE
Interim dividend Final dividend Total dividend
Dividends paid/payable
Year ended 30 Nov 2020 2.500p 2.500p 5.00p
Year ended 30 Nov 2021 3.015p 3.015p 6.03p
Year ended 30 Nov 2022 3.235p 3.235p 6.47p
Year ended 30 Nov 2023 2.995p 2.995p 5.99p
Year ended 30 Nov 2024 2.520p 2.520p 5.04p
Target dividend*
Year ending 30 Nov 2025 2.70p 2.70p 5.40p
KEY PERFORMANCE INDICATORS (“KPIs”)
The Board measures the Company’s success in attaining its investment objective by reference to the following KPIs:
(i) To beat the total return of the MSCI World
Healthcare Index (in sterling) on a rolling three year
period
The NAV total return from 1 December 2021 to 30 November
2024 was -7.0%. The total return of the MSCI World
Healthcare Index (in sterling terms) over the same period
was18.3%.
The Investment Manager’s report on pages 6 to 17
incorporates a review of the highlights during the financial
year ended 30 November 2024. The Investment Manager’s
report gives details on investments made during the year and
how performance has been achieved.
(ii) To seek to generate a double-digit total Shareholder
return per annum over a rolling three year period
The NAV total returns from 1 December 2021 to
30 November 2024 was -7.0%.
(iii) To meet its target total dividend in each
financial year
The Company targeted a total dividend of 5.04p per Ordinary
Share for the year ended 30 November 2024. The Company
paid an interim dividend of 2.520p per Ordinary Share in
August 2024 and proposes a final dividend in respect of the
year to 30 November 2024 of 2.520p per Ordinary Share.
(iv) Discount/premium to NAV
The discount/premium relative to the NAV per Ordinary Share
represented by the share price is monitored by the Board.
The share price closed at a 8.5% discount to the NAV as at
30 November 2024 (2023: 10.3% discount).
(v) Maintenance of reasonable level of ongoing
charges
The Board monitors the Company’s operating costs. Based
on the Company’s average net assets during the year ended
30 November 2024 the Company’s ongoing charges figure
calculated in accordance with the Association of Investment
Companies (“AIC”) methodology was 1.03% (2023: 1.02%).
Bellevue Healthcare Trust plc Annual Report and Accounts 202422
Risk and Risk Management
PRINCIPAL AND EMERGING RISKS AND
UNCERTAINTIES
The Board is responsible for the management of risks faced by
the Company and delegates the review process of this to the
Audit and Risk Committee (the “Committee”). The Committee
carries out, at least annually, a robust assessment of principal
and emerging risks and uncertainties and monitors the risks
on an ongoing basis. The Committee has a dynamic risk
assessment programme in place to help identify key risks in
the business and oversee the effectiveness of internal controls
and processes, providing a visual reflection of the Company’s
identified principal and emerging risks. The Committee
considers both the impact and the probability of each risk
occurring and ensures appropriate controls are in place to
reduce risk to an acceptable level.
As part of the risk review, the Committee considered the
challenging global economic and geopolitical environment
including: the continuing effects of the Russia/Ukraine war;
the Israel/Hamas conflict with resultant Middle East effects;
tensions between China/Taiwan and China/USA, with
attendant global supply chain issues; the increased probability
of imposition of trade tariffs; and the risks from climate
change. Inflation and interest rates were also discussed.
The principal and emerging risks, together with a summary
of the processes and internal controls used to manage and
mitigate risks where possible are outlined below.
(I) MARKET RISKS
Economic conditions
Changes in general economic and market conditions including,
for example interest rates, inflation, exchange rates, recession,
taxes and changes in supply and demand can all pose a threat
to the Company’s prospects and thereby the performance of its
Ordinary Shares.
Healthcare companies
The Company invests in global healthcare equities. This sector
may be affected by a number of particular risks including
changes in government regulations and government healthcare
programs, increases or decreases in the cost of medical
products and services and product liability claims. Healthcare
companies in particular, have patent protection, very competitive
forces on pricing and susceptibility to product obsolescence.
In addition, successful development of healthcare products
may be highly uncertain. The market prices for securities of
companies in the healthcare sector can reflect this by being
highly volatile.
Sub-sectoral diversification
The Company has no limits on the amount it may invest in
the healthcare sector and is not subject to any sub-sector
investment restrictions. Although the portfolio is expected to be
well diversified in terms of industry sub-sector exposures, the
Company may have significant exposure to portfolio companies
from certain sub-sectors from time to time.
Concentrated portfolio
One of the key aspects to the investment proposition is the
selection of a high conviction portfolio driven by the Investment
Manager’s fundamental analysis. The maximum number
of stocks being held at any one time is 35 (currently). This
Investment approach does not propose to follow a benchmark
and as such cannot be expected to reflect the benchmark
performance.
Management of risk
The Directors acknowledge that market risk is inherent in
the investment process. The Company is invested in a
concentrated, sector specific portfolio of investments and has a
well-defined investment policy that states that no single holding
will represent more than 10 per cent. of gross assets at the time
of investment.
The Investment Manager also has a well-defined investment
objective and process which is regularly and rigorously reviewed
by the independent Board of Directors and performance is
reviewed at quarterly Board meetings. The Investment Manager
is experienced and employs its expertise in selecting the stocks
in which the Company invests.
During the year under review, the Committee considered the
Company’s investment performance from the perspective of
risk management. The Company’s concentrated high conviction
portfolio is selected from bottom-up research resulting in a
tendency to select smaller mid-sized companies which has
adversely impacted the resulting performance. Another factor
impacting investment performance has been the Company’s
long-term focus.
Nonetheless, the Committee, in conjunction with the Investment
Manager have reviewed their approach, reflecting on potential
changes that would improve performance, without deviating
from the mandate to invest into healthcare transformation that
the Company has followed since inception. In conjunction
with Bellevue Group, the Investment Management team
reviewed a wide range of metrics relating to trading, timing, risk
management and fundamental approach. Whilst the investment
mandate has not changed, this analysis revealed a few aspects
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 23
Strategic Report
in the investment process where small alterations may lead to
improved performance.
The analysis suggested that, whilst identification of themes and
trends was very robust, the Investment Manager tended to be
rather early to buy into these and, where they narrowed down
the list of highly operationally-geared assets into such trends,
one might be better picking the best two or three ideas, rather
than trying to select a single holding. The Investment Manager
has gradually been implementing this revised approach across
the second half of 2024 and the Committee believe that it has
helped recent performance.
The Board closely monitors the Company’s share price relative
to NAV and the Company’s discount/premium relative to their
peer group. A discount management policy including buybacks
and a redemption facility is operated. Extensive marketing is
carried out by the Company’s Investment Manager, Broker
and a specialist PR company and regular communication
via the Company’s factsheets and website aims to inform
Shareholders. An investment research consultant is engaged to
provide independent research for retail Shareholders.
In addition to regular market updates from the Investment
Manager and reports at Board meetings, the Board convenes
on an ad hoc basis if required.
(II) FINANCIAL RISKS
The Company’s investment activities expose it to a variety of
financial risks which include liquidity, currency, leverage, interest
rate, credit risks and country-specific withholding tax rates.
The Company invests in equities, with equities subject to strong
price fluctuations and specifically healthcare equities, which
can be subject to sudden substantial price movements owing
to market, sector or company factors. There is therefore a risk
that the Company’s holdings may not be able to be realised
at reasonable prices in a reasonable timeframe. Although
the Company’s performance is measured in sterling, a high
proportion of the Company’s assets may be either denominated
in other currencies or be in investments with currency exposure.
The Company pays interest on its borrowings and as such, the
Company is exposed to interest rate risk due to fluctuations
in the prevailing market rates. The Company may take on
leverage, which may lead to higher price movements compared
to the underlying market.
Financial risks in the year under review
Significantly, the US dollar vs sterling movement negatively
impacted the results. The Board policy is not to hedge
currencies as that is not within the remit of an equity
proposition however some mitigation comes from the
utilisation of multi-currency debt to recognise the underlying
investment currency.
Management of risk
The Company typically maintains a high degree of liquidity in its
portfolio holdings.
Further details on the management of financial risks can be
found in note 18 to the financial statements.
(III) CORPORATE GOVERNANCE AND
INTERNAL CONTROL RISKS
The Board has contractually delegated to external service
providers the management of the investment portfolio, custodial
services (which include the safeguarding of the assets),
registration services, and accounting and company secretarial
requirements. The major external service providers are outlined
on pages 36 and 37 of the Directors’ Report.
The main risk areas arising from the above contracts relate to
allocation of the Company’s assets by the Investment Manager,
and the professional execution of their duties of performance
of administrative, registration and custodial services. These
could lead to various consequences including the loss of the
Company’s assets, inadequate returns to Shareholders and
loss of investment trust status. Cyber security risks could lead
to breaches of confidentiality, data records being compromised
and inability to make investment decisions. The failure or breach
of physical security could lead to damage or loss of equipment,
with consequential negative results.
Management of risk
The Board has appointed experienced service providers.
Each of the contracts were entered into after full and proper
consideration of the quality and cost of services offered,
including the financial control systems in operation in so far as
they relate to the affairs of the Company.
All of the above services are subject to ongoing oversight of the
Board and the performance of the principal service providers is
reviewed on a regular basis. During the year, there have been
changes to service providers, with NSM Funds (UK) Limited
appointed as Company Secretary and Administrator on 10April
2024. There have also been recent changes to the senior
Bellevue Healthcare Trust plc Annual Report and Accounts 202424
management of a number of service providers including at the
Bellevue Asset Management Board level in Switzerland. The
Board ensure that all these factors are considered in ensuring
service provision is maintained at the highest level.
All key service providers produce annual internal control reports
for review by the Audit and Risk Committee. These reviews
include consideration of their business continuity plans and the
associated cyber security risks. The Company’s key service
providers report on cyber risk mitigation and management on a
quarterly basis, covering information technology security, which
provides comfort to the Board that appropriate safeguards
are in place. This includes confirmation of business continuity
capability in the event of a cyber-attack and each service
provider is reminded of their duty to disclose any cyber
security breaches to the Company Secretary at least annually.
All physical locations have security in place and all third-party
service providers have disaster recovery plans.
(IV) REGULATORY RISKS
Breaches of Section 1158 of the Corporation Tax Act 2010
could result in loss of investment trust status. Loss of
investment trust status would lead to the Company being
subject to tax on any gains on the disposal of its investments.
Breaches of the FCA’s rules applicable to listed entities could
result in financial penalties or suspension of trading of the
Company’s shares on the London Stock Exchange. Breaches
of the Companies Act 2006, The Alternative Investment Fund
Managers’ Directive, accounting standards, the Listing Rules,
Disclosure Guidance and Transparency Rules, and Prospectus
Rules could result in financial penalties or legal proceedings
against the Company or its Directors.
Management of risk
The Company has contracted out relevant services to
experienced service providers. The Investment Manager,
Depositary and Administrator provide regular reports to the Audit
and Risk Committee on their monitoring programmes.
The Investment Manager monitors investment positions and
the Investment Manager and Administrator monitor the level of
forecast income and expenditure. Major regulatory change could
impose disproportionate compliance burdens on the Company.
In such circumstances representations would be made to seek
to ensure that the special circumstances of investment trusts
are recognised.
During the year there were no material changes to the risk level.
(V) KEY PERSON RISK
The Company depends on the diligence, skill and judgement
of the Investment Manager’s investment professionals and the
information and ideas they generate during the normal course
of their activities. The Company’s future success depends on
the continued service of key personnel. The departure of any
of these individuals without adequate replacement may have a
material adverse effect on the Company’s business prospects
and results of operations.
Management of risk
The strength and depth of the investment management team
provides comfort that there is not over-reliance on one person
with alternative investment managers available to act if needed.
The risk has reduced over time as the Investment Manager’s
team grows in experience and resources expand in both the
investment management and administration teams. This risk
rating remains unchanged from the previous year. The Board
meets regularly with other members of the wider team employed
by the Investment Manager.
(VI) BUSINESS INTERRUPTION
Disruption or failure in services provided by key service
providers, could mean information is not processed correctly
or in a timely manner, resulting in misappropriation of assets,
regulatory investigation or financial loss, failure of trade
settlement, or potential loss of investment trust status.
The failure or breach of information security could potentially
lead to breaches of confidentiality, data records being
compromised and the inability to make investment decisions.
The failure or breach of physical security could lead to damage
or loss of equipment, with consequential negative results.
Management of risk
Each service provider has comprehensive business continuity
policies and procedures in place which facilitate continued operation
of the business in the event of a service disruption or a major
disruption event. Breaches of any nature are reported to the Board.
The Investment Manager, Administrator and Company Secretary
each have comprehensive business continuity plans which
facilitate continued operation of the business in the event of a
service disruption or a major disruption event. The Audit and Risk
Committee receives the Administrator’s report on internal controls
and the reports by other key third-party providers are reviewed
by the Investment Manager and Company Secretary on behalf of
the Audit and Risk Committee. The Depositary reports regularly
on custody matters, including the continued safe custody of the
Company’s assets.
Risk and Risk Management continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 25
Strategic Report
Cyber security risks are considered and continually monitored
by the Investment Manager as these threats evolve and become
increasingly sophisticated. The integrity of the Company’s information
security is closely monitored by the Board, with each of the key
service providers providing a regular report through its internal audit
function which covers information technology security and provides
comfort to the Board that appropriate safeguards are in place.
(VII) ESG AND CLIMATE CHANGE RISK
The Company does not opt for a UK SDR investment label
since it does not pursue distinct sustainability objectives
in accordance with the four UK SDR categories. However,
it considers ESG factors in its investment process.
The financial risks from climate change are typically classified
as physical or transitional risks. Physical risks are those arising
from specific weather events (such as wildfires) and transitional
risks are those arising from the changes to regulations (such as
the move to net-zero carbon emissions). The Company could
suffer potential reputational damage from non-compliance with
regulations or incorrect disclosures or as a result of increased
investor demand for products which promote ESG investments.
The impact of climate change could affect the Company’s
investments and their valuations and potentially shareholder
returns. Further information on this can be found in the principal
and emerging risks and uncertainties section of this report.
Management of risk
The portfolio is well diversified to mitigate against physical risks.
Changes in climate change focused regulation, governing
both the Company and investee companies, will create some
uncertainty. In comparison to the broader economy, the portfolio
has a relatively low carbon footprint and the Investment Manager’s
parent company has deployed a CO
2
reduction strategy. This
strategy encompasses measures such as an independent
audit of its CO
2
footprint according to ISO14064-1 and GHG
protocols, implementation of corporate CO
2
reduction and
offsetting of excess emissions with high-quality climate projects.
Bellevue Group is targeting a reduction in CO
2
emissions per
FTE of at least 30% by 2030. Moreover, the Bellevue Group is
certified as carbon neutral by Swiss Climate.
In 2022, Bellevue introduced a minimum threshold of 50%
“Investments with Sustainable Characteristics” for the Company’s
portfolio. This is defined by sufficient ESG research coverage,
a minimum ESG Rating of BB or higher, and compliance with
global norms. In addition, the Company must have a minimum
of 25% of the portfolio qualifying as “Sustainable Investments”,
of which more information can be found on page 32. As of
30 November 2024, 76% of the investment portfolio met the
definition of “Sustainable Investments”, well above the 25%
minimum threshold and reflects an improvement over the prior
period, which is likely influenced by the market capitalisation
characteristics of the portfolio.
The Company’s ESG statement is updated annually and is
available on the AIC website and on pages 31 to 33 of this
report. Investment trusts are currently exempt from TCFD
disclosure, but the Board will continue to monitor the situation.
(VIII) COMPANY STRUCTURE
The Company structure is such that it has a redemption facility
through which Shareholders may request the redemption of all
or part of their holding of Ordinary Shares on an annual basis.
The Board has considered the possibility that Shareholders
holding a significant percentage of the Company’s shares
continue to request redemption and therefore consider the
structure of the Company to be a principal risk.
Management of risk
As outlined in the Company’s Prospectus, the Directors
have absolute discretion to accept or decline in whole or
part any redemption request. While the Board does not
generally expect to exercise this discretion, reliance cannot
be placed on the Directors exercising their discretion to
permit redemption requests, should Shareholders continue to
redeem.
Bellevue Healthcare Trust plc Annual Report and Accounts 202426
Viability Statement
The Directors have assessed the viability of the Company
for the five years to 30 November 2029 (the “Period”), which
the Directors consider to be an appropriate time horizon,
taking into account the long-term nature of the Company’s
investment objective and recommendation by the Financial
Reporting Council.
In reaching this conclusion, the Directors have considered
each of the principal and emerging risks, including climate
change and the liquidity and solvency of the Company over
the next five years. The Directors do not expect there to
be any significant change in the current principal risks and
adequacy of the mitigants in place over the Period.
The Directors have considered the Company’s income and
expenditure projections and the fact that the Company’s
investments comprise readily realisable securities, which
could, if necessary, be sold to meet the Company’s funding
requirements. The expenses of the Company are predictable
and modest in comparison with the assets in the portfolio.
Portfolio changes and market developments are discussed
at quarterly Board meetings. The internal control framework
of the Company is subject to a formal review on at least an
annualbasis.
The Directors do not expect there to be a material increase
in the annual ongoing charges ratio of the Company over the
Period. The Company’s income from investments and cash
realisable from the sale of its investments provide substantial
cover to the Company’s operating expenses under all stress
test scenarios reviewed by the Directors.
The Company has a redemption facility through which
Shareholders are entitled to request the redemption of all
or part of their holding of Ordinary Shares on an annual
basis. At the last redemption point of 30 November 2024,
redemption requests in respect of 163,834,887 Ordinary
Shares were received, all of these Ordinary Shares were
redeemed and cancelled by the Company. All shareholders
who validly applied to have shares redeemed received a
Redemption Price of 154.76 pence per share.
The Board has considered the possibility that Shareholders
holding a significant percentage of the Company’s shares
continue to request redemption. The Board, however, has
absolute discretion over the redemption facility to accept
or decline in whole or in part any redemption request, and
decisions are subject to Board approval, which must have
regard to the overall operation of the Company in this situation.
As previously outlined, the Board consider the Company to
be viable for the next five years and have given consideration
to the asset base of the Company, the Company structure
and market opportunities. It is the view that the Company
is currently viable and the viability is not threatened by the
structure, as the directors have absolute discretion over
the redemption procedures including whether to offer a
redemption facility at all. Additionally, the portfolio continues
to be able to be liquidated to meet funding requirements as
they fall due. The Directors’ assessment assumes that the
redemption facility does not threaten the existence or viability
of the Company, it can be managed or changed at the
absolute discretion of the Board.
In addition to considering the emerging and principal risks as
outlined on pages 22 to 25 and the financial position of the
Company as described above, the Board has also has regard
to the following assumptions in considering the Company’s
longer term viability:
The continuing relevance of the Company’s investment
objective and policy in the current environment;
That healthcare will continue to be an investable sector
and investors will still wish to have an exposure to such
investments;
The level of demand for the Company’s shares, and that
since launch the Company has been able to issue further
shares;
That closed ended investment trusts will continue to be
wanted by investors;
The gearing policy of the Company;
That regulation will not increase to such an extent that
makes the running of the Company uneconomical in
comparison to other competitor products
Based on their assessment, the Directors have a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due in the Period.
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 27
Strategic Report
Stakeholder Engagement
This section of the Annual Report covers the Board’s
considerations and activities in discharging their duties under
s.172(1) of the Companies Act 2006, in promoting the success
of the Company for the benefit of its members as a whole.
This statement includes consideration of the likely consequences
of the decisions of the Board in the longer term, how the Board
has taken wider stakeholders’ needs into account and the impact
of the Company’s operations on the environment.
The Board is ultimately responsible for all stakeholder
engagement. As an externally managed investment company,
the Company does not have any employees; rather it employs
external suppliers to fulfil a range of functions, including
investment management, secretarial, administration, public
relations, corporate brokering, depositary and banking services.
All of these service providers who are stakeholders in the
Company themselves help the Board to fulfil its responsibility to
engage with the Shareholders and other stakeholders.
The Board has identified the major stakeholders in the Company’s
business. On an ongoing basis the Board monitors both potential
and actual impacts of the decisions it makes in respect of the
Company upon those major stakeholders identified.
Importance of engagement Examples of engagement and key decisions
Shareholders
The Board’s principal concern is the interests of the
Company’s Shareholders and potential investors and the
Directors have considered this duty when making the
strategic decisions during the year that affect Shareholders,
including the re-appointment of the Investment Manager
and the recommendation that Shareholders vote in favour of
the resolutions to continue and to renew the share allotment
and share buyback authorities at the AGM.
As a public company listed on the London Stock Exchange,
the Company is subject to the Listing Rules and the
Disclosure Guidance and Transparency Rules. The UK
Listing Rules include a listing principle that a listed company
must ensure that it treats all Shareholders of the same class
of shares that are in the same position equally in respect of
the rights attaching to such shares.
The investment objective of the Company is to provide
Shareholders with capital growth and income over the
long term, through investment in listed or quoted global
healthcare companies.
The Board maintains open dialogue between Shareholders,
the Investment Manager and other service providers.
The Investment Manager and Chairman, along with the
Company’s corporate broker meets regularly with the
Company’s Shareholders to provide Company updates
and to foster regular dialogue. Feedback from meetings is
communicated with the Board.
The Board believes that shareholder engagement remains of
upmost importance and is keen that the AGM be a participative
event for all. As was the case in 2024, the Investment Manager
will attend to answer any questions Shareholders may have. The
Company values feedback and questions it may receive from
Shareholders ahead of and during the AGM. The Board however
recognises that it is not possible for everyone to attend the AGM
and therefore encourage Shareholders to submit any enquiries or
feedback to the dedicated email address:
info@bellevuehealthcaretrust.com.
Should any significant votes be cast against a resolution,
the Board will engage with Shareholders and explain in its
announcement of the results of the AGM the actions it intends to
take to consult Shareholders in order to understand the reasons
behind the votes against. Following the consultation, an update
will be published no later than six months after the AGM and the
Annual Report will detail the impact the Shareholder feedback
has had on any decisions the Board has taken and any actions or
resolutions proposed.
With the assistance of regular discussions with and the formal
advice of the Company’s legal counsel, secretary and corporate
broker; the Board abides by the UK Listing Rules at all times.
The Board and the Investment Manager consider maintaining good
communications and engaging with Shareholders through both
meetings and presentations a key priority. The Board regularly
considers the share register of the Company and receives regular
reports from the Investment Manager and Corporate Broker
outlining Shareholder meetings and feedback received.
Any concerns that are raised in Shareholder meetings are noted
and considered by the Board.
Bellevue Healthcare Trust plc Annual Report and Accounts 202428
Importance of engagement Examples of engagement and key decisions
On a number of additional occasions during the year the Board
wrote to the Company’s larger Shareholders offering meetings
or calls with the Chairman or other members of the Board. The
Board appreciates that Shareholders vary by size and resources
but the Company’s investor relations team, Investment Manager
and Board of Directors are pleased to engage with Shareholders,
whatever their size.
Shareholders are kept informed by the publication of annual and
half-yearly reports, monthly factsheets, access to commentary
from the Investment Manager via the Company’s website and
attendance at events at which the Investment Manager presents.
The Company’s Annual and Interim Reports are made available on
the Company’s website and are also circulated to Shareholders
as requested. This information is supplemented by the daily
calculation and publication of the NAV per Ordinary Share, which
is announced via a Regulatory Information Service feed and is also
available on the Company’s website.
Shareholders are able to raise any concerns directly with
the Chair or the Board without intervention of the Investment
Manager or Company Secretary, they may do this either in
person at the AGM or at other events, or in writing via the
registered office of the Company.
The Board has appointed an independent research consultancy,
Kepler, to ensure that information and news about the Company
is regularly available for existing and potential Shareholders.
Following the redemption in 2023 a number of larger Shareholders
requested that the Board review the annual voluntary redemption
arrangements. Over the summer 2024 the Board engaged in
consultations with the larger Shareholders. Once the scale of
redemptions for 2024 became apparent, the desire for a change
increased and therefore the Board, following further consultations
with major Shareholders, proposed a General Meeting with various
changes.
At the time of the announcement of the General Meeting,
the Board and its Brokers had reason to believe there was
overwhelming support from all major Shareholders. However,
it later became apparent that some individual wealth managers
did not share the central view at one institution and furthermore
a number of short-term focused investors appeared on the
shareholder register.
The Board understood that it was possible to achieve the
passing of the special resolution to amend the Company’s
articles but also agreed that the role of a Board was not to push
through change with the slimmest of majorities but rather to try
to work with Shareholders to try to come to a mutually agreeable
solution. The Board therefore withdrew the resolutions. More
detail can be found in the Chairman’s Statement on page 4.
Stakeholder Engagement continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 29
Strategic Report
Importance of engagement Examples of engagement and key decisions
Investment Manager
The most significant service provider for the Company’s
long-term success is Bellevue Asset Management (UK)
Limited, who have been engaged as the Company’s
Investment Manager. The Investment Manager is
responsible for the management of the Company’s portfolio
in accordance with the Company’s investment policy and
the terms of the Investment Management Agreement.
The Investment Manager has also been appointed as
the Company’s AIFM in accordance with the Alternative
Investment Fund Managers Directive (“AIFMD”), for the
purpose of providing investment advisory services to the
Company.
The Investment Manager has placed trust in the investee
companies to respond appropriately to operational
challenges and to ensure that high standards of corporate
governance and regard for Shareholders are at the forefront
of managerial decision-making.
The Board monitors the Company’s investment performance
in relation to its objectives and investment policy and strategy.
The Board regularly assesses the experience and resources
of the Investment Management team and the commitment of
the Investment Manager; to promote the Company and foster
Shareholder relations and to ensure that the Company’s objective
of providing capital growth combined with dividend income for its
investors are met.
During the year the Board has had discussions around the
investment process and risk management, and how and when
to take losing positions off; this has been supported by detailed
analysis from the wider Bellevue Group. More detail can be found
in the Investment Manager’s Report on pages 6 to 17.
The Board relies upon the AIFM to ensure the obligations
under the Consumer Duty regulations continue to be adopted
appropriately. All communications including the website,
factsheets and other published documentation are reviewed
ahead of publication to ensure they are appropriate for all end
users. A ‘value for money’ assessment is also undertaken
annually and is made available to distributors on request.
The Board has engaged with the Investment Manager to
understand the implications of the FCA’s forbearance statement
and have explored changes to be applied to key documentation
to take advantage of the exemption from PRIIPs and the cost
disclosure aspects of MiFID, in line with industry guidance.
An open and active relationship is maintained with the
Investment Manager and additional meetings are arranged when
needed. The Board receives and reviews regular reports and
presentations from the Investment Manager.
There have been recent changes to the senior management
at the Bellevue Group AG executive team level in Switzerland.
The management team in both London and Switzerland have
attended Board meetings and strategy sessions as requested by
the Board of the Company during the year, ensuring that service
provision is maintained at the highest level.
The Management Engagement Committee met during the year
and unanimously endorsed the continued appointment of the
Company’s Investment Manager.
Bellevue Healthcare Trust plc Annual Report and Accounts 202430
Importance of engagement Examples of engagement and key decisions
Service providers
As an externally managed investment trust, the Company
conducts all its business through its key service providers.
Before the engagement of a service provider, the Board
ensures that the Company’s business outlook as well as its
values are similar to those of the service provider.
A list of the Company’s key service providers can be found
on pages 36 and 37 of this Report.
On an annual basis, the Board reviews the continuing
appointment of each service provider to ensure
reappointment is in the best interests of the Company’s
Shareholders. The Board has strong working relationships
with the Investment Manager, Broker, Company Secretary,
Administrator and Depositary and receives reports on the
performance of the key service providers by the Investment
Manager and Company Secretary.
The Board has strong working relationships with the Investment
Manager, Broker, Company Secretary, Administrator and
Depositary. The Board receives internal control reports from the
service providers and the Investment Manager.
On 10 April 2024 and following a competitive tender process
NSM Funds (UK) Limited were appointed as Company Secretary
and Administrator.
During the year under review, the Board sought and received
reassurance that all key service providers had appropriate
business continuity plans in place. All key service providers
have maintained a high standard of service and demonstrate
operational resilience.
The Auditor is invited to attend the Audit and Risk Committee
meeting twice a year. The Audit and Risk Committee Chair
maintains regular contact with the Audit partner to ensure the
audit process is undertaken effectively.
Wider community and environment
The Company and its appointed professional suppliers keep
abreast of the rules and regulations affecting the investment
company sector.
The Investment Manager, as steward of the Company’s
assets engages with the investee companies to ensure high
standards of governance. The Board, Company Secretary
and AIFM are responsible for ensuring that various
regulatory and statutory obligations are met.
In making investment decisions, the Investment Manager takes
into account qualitative measures such as the environmental and
social impact of a company as well as financial and operational
measures.
The Company Secretary and AIFM regularly report to the Board
any changes in the regulatory environment and as AIC members,
the Board can draw on the resources available detailing any
regulatory changes.
The Investment Manager takes voting obligations seriously
and there are multiple structures in place to ensure votes are
cast in all investee companies shareholder meetings. While the
Investment Manager evaluates external proxy agency reports
when considering how they might vote, they do not outsource
voting to a third party and are happy to go against both their
recommendations and the wishes of management, when they
consider it important to do so. Over the period in review, the
Investment Manager has participated in 35 votable meetings
(covering 297 resolutions), More information and the Company’s
ESG policy is outlined on pages 31 to 33.
In summary, the Directors are cognisant of their duties enshrined in Section 172 of the Companies Act 2006 to make decisions
taking into account the long-term consequences of all the Company’s key stakeholders and reflect the Board’s belief that the
long-term sustainable success of the Company is linked directly to its key stakeholders.
Stakeholder Engagement continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 31
Strategic Report
Environmental, Social and Governance
(“ESG”) Policy
OVERVIEW
This section summarises the incorporation of ESG factors
from both a company perspective, i.e. Bellevue Healthcare
Trust (‘the Company’ or ‘the Trust’) and from the Bellevue
Asset Management (“Bellevue”) perspective, as the appointed
investment manager. “We” and “Our” refer to employees
of the Bellevue Group of companies. Both Bellevue Asset
Management (UK) Ltd. and the Trust remain out of scope for
both the UK climate-related reporting requirements and the EU
Corporate Sustainability Reporting Directive.
MANAGEMENT OF ESG FACTORS WITHIN
THE BELLEVUE HEALTHCARE TRUST
INVESTMENT PORTFOLIO
The Bellevue Healthcare Trust does not opt for an UK SDR
investment label since it does not pursue distinct sustainability
objectives in accordance with the four UK SDR categories.
However, ESG considerations are embedded in the
fundamental investment process across Bellevue’s diverse
range of managed products and the Trust is no exception.
Formal ESG guidelines cover areas such as compliance with
global norms, value-based exclusions, controversies, climate
change factors and active ownership. These also preclude
investments into Companies involved in serious violations of
internationally recognised norms regarding the environment,
human rights and business ethics, as well as those engaging in
controversial business activities that exceed Bellevue’s stated
revenue thresholds.
The Trust’s healthcare focus makes it very unlikely that any
excluded companies would ever come into scope in the first
place. However, there have been a number of investment
opportunities since the Trust’s inception that were rejected
because the companies did not comply with our broader ESG
principles. The most common reasons for negative screen-outs
continue to be governance structure and/or reporting quality.
The assessment of ESG considerations is often over-simplified
to the level of significant controversies or an aggregated ESG
score provided by third-party agencies. We remain firmly of the
view that the process must avoid the pitfalls of an over-simplified
“one size fits all” approach.
Bellevue continues to use MSCI ESG reports for qualitative
and quantitative external data. The scope and quality of
external ESG assessments remain variable, although the
situation continues to improve. Where MSCI ESG data is not
comprehensive, we utilise other third-party data providers
alongside our internal evaluations.
Bellevue encourages investee companies to interact with
these third-party agencies to clarify any misunderstandings
in their reports. We have seen further progress in this area,
with some portfolio companies that were previously viewed as
ESG laggards — often unjustly, in our opinion — experiencing
significant enhancements in their ratings through direct
engagement.
External ESG reports are only part of the process; we
have our own qualitative criteria that form the basis of
decision-making. We do not apply specific scoring criteria
for exclusion from our portfolio because we feel such an
approach has significant limitations. Rather, we see scores
as tools to consider within a much more comprehensive and
holistic framework.
THIRD PARTY DATA METRICS
Portfolio-level data and comparables for the reference Index
are summarised in Figure 1 below.
As noted previously, assessments of quantitative ESG
parameters require careful consideration due to various issues
present in third-party data that can complicate comparisons.
ESG Rating and Quality Scores for the reference MSCI World
Healthcare Index have again declined slightly when compared
to the prior period. MSCI altered its ESG rating methodology
in May 2023 by removing the so-called adjustment factors
from the calculation of the ESG Quality Score, which was
inadvertently favouring the larger companies that dominate
such benchmarks.
The Governance Score of the portfolio remains high. The
individual components within the table are outputs from MSCI
ESG; we do not target any specific thresholds for these
individual items in our ESG assessment process.
Bellevue Healthcare Trust plc Annual Report and Accounts 202432
Figure 1 ESG ratings of portfolio and index
November 30, 2022 November 30, 2023 November 30, 2024
Portfolio MSCI WHC Portfolio MSCI WHC Portfolio MSCI WHC
ESG Rating A AAA BBB A A A
Proportion not rated 0% 0% 1% 0% 6.7% 0%
ESG Quality Score 6.5 10.0 5.5 7.1 5.9 6.9
Environmental Score 5.4 7.1 5.3 7.0 6.0 6.8
Social Score 4.5 5.2 4.4 5.0 4.8 4.9
Governance Score 6.1 5.8 6.1 6.0 5.9 6.0
Overall Sustainable Impact 34.1% 17.3% 29.3% 16.4% 35.7% 16.6%
We are hopeful that scoring methodologies will continue to be
adjusted to better aid comparability across the company size
spectrum.
RESPONSIBLE STEWARDSHIP
Responsible investing does not end with due diligence;
the importance of ongoing engagement with management
teams cannot be overstated. Active fund management
arguably derives a material proportion of its longer-term alpha
generation opportunities through the ability to proactively
consider, debate and influence (via the exercising of voting
powers) potential issues at investee companies.
Bellevue takes voting obligations seriously and there are
multiple structures in place to ensure that we vote in all
shareholder meetings. While we evaluate external proxy
agency reports when considering how we might vote, we
do not outsource our voting to a third-party and are happy
to go against both their recommendations and the wishes of
management, when we consider it important to do so. Over
the period in review, we participated in 35 votable meetings
(covering 297 resolutions) and Figures 2 and 3 below
summarise how we voted in these meetings:
Environmental, Social and Governance (“ESG”) Policy continued
Figure 2 Overall voting statistics
Meeting Overview
Category Number Percentage
Number of votable meetings 35
Number of meetings voted 35 100.00%
Number of meetings with at least 1 vote Against, Withhold or Abstain 10 28.57%
Ballot Overview
Category Number Percentage
Number of votable ballots 35
Number of ballots voted 35 100.00%
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 33
Strategic Report
Figure 3 Detailed voting breakdown
Proposal Overview
Category Number Percentage
Number of votable items 297
Number of items voted 296 99.66%
Number of votes FOR 280 94.59%
Number of votes AGAINST 13 4.39%
Number of votes ABSTAIN 0 0.00%
Number of votes WITHHOLD 3 1.01%
Number of votes on MSOP Frequency 1 Year 0 0.00%
Number of votes on MSOP Frequency 2 Years 0 0.00%
Number of votes on MSOP Frequency 3 Years 0 0.00%
Number of votes With Policy 283 95.61%
Number of votes Against Policy 13 4.39%
Number of votes With Mgmt 281 94.93%
Number of votes Against Mgmt 15 5.07%
Number of votes on MSOP (exclude frequency) 29 9.80%
Number of votes on Shareholder Proposals 7 2.36%
Engagement with voting is only part of the process.
Pragmatically, we are but one of many voices and it may be the
case that even after a multi-year engagement with management
and exercising our voting power we have not been able to elicit
change. In such a situation, we would consider divesting our
holding, depending on the materiality of the issues.
We have yet to divest a holding due to ESG considerations,
which attests to the robustness of the initial screening approach
in avoiding controversies. We are quite happy to exit positions
when we lose confidence in management or strategy and there
are several historical examples of such situations during the
Company’s lifetime.
TRUST-SPECIFIC EXCLUSION CRITERIA
AND TOLERANCE THRESHOLDS
It would be very easy to claim that one has a blanket ban on
investing in everything that’s bad or that all one’s investments
are sustainable. However, some points of view are subjective
and some things are what they are: for instance, every human
healthcare company is involved in supporting animal testing to
some degree.
Finally, one must recognise that rarely are matters so clear
cut as to be able to definitively state a company has zero
involvement or exposure to a controversial area; one can
easily take exposures off the balance sheet via outsourcing;
animal testing is often outsourced, for example.
With these realities in mind, it makes more sense to operate
by a set of guiding principles based on data that can be
simply ascertained from management and that are realistically
achievable for the portfolio overall.
Bellevue agreed an expansive list of thresholds with the Board
of the Company that came into effect from 1 January 2022
and set revenue threshold exposure levels to specific criteria.
More information can be found on the Bellevue Group website
www.bellevue.ch/ch-en/private/about-us/sustainability
With respect to the EU Sustainable Finance Disclosure
Regulation (SFDR), the Bellevue Healthcare Trust is an Article
8 product. It does not include any sustainability claims in
its investment objectives, but does take ESG factors and
thresholds into account when making investment decisions.
All related disclosure documents (incl. ESG disclosure report,
pre-contractual disclosure, periodic disclosure and corporate
ESG report) are published on the Company’s website.
Both Bellevue Asset Management (UK) Ltd. and the Trust
remain out of scope for both the UK climate-related reporting
requirements and the EU Corporate Sustainability Reporting
Directive.
Bellevue Healthcare Trust plc Annual Report and Accounts 202434
ENVIRONMENTAL MATTERS
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 Report and Directors’ Reports) Regulations 2013.
Investment trusts are currently exempt from TCFD disclosure,
but the Board will continue to monitor the situation.
EMPLOYEES
The Company has no employees. As at 30 November 2024
the Company had five Directors, three of whom were male
(60%) and two of whom were female (40%). The Board’s policy
on diversity is contained in the Corporate Governance Report
(on pages 44 and 45).
SOCIAL, COMMUNITY AND HUMAN RIGHTS
ISSUES
Having no employees, the Company, as an investment
company, has no direct impact on social, community,
environmental or human rights matters.
MODERN SLAVERY DISCLOSURE
Due to the nature of the Company’s business, being a company
that does not offer goods or services to consumers, the Board
considers that it is not within the scope of modern slavery.
The Board considers the Company’s supply chains, dealing
predominantly with professional advisers and service providers
in the financial service industry, to be low risk in relation to
this matter.
CONSUMER DUTY
The Company and Investment Manager are fully cognisant of
the rules which came into force on 31 July 2023 and have
taken the necessary steps to ensure compliance.
OUTLOOK
The outlook for the Company is discussed in the Investment
Manager’s Report on page 17.
STRATEGIC REPORT
The Strategic Report set out on pages 1 to 34 of this
Annual Report was approved by the Board of Directors on
14 March 2025.
For and on behalf of the Board
Randeep Grewal
Chairman
14 March 2025
Other Information
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 35
Governance
Governance
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 35
Bellevue Healthcare Trust plc Annual Report and Accounts 202436
Directors’ Report
The Directors present their annual report and accounts for
the year ended 30 November 2024.
STRATEGIC REPORT
The Directors’ Report should be read in conjunction with the
Strategic Report on pages 1 to 34.
LEGAL AND TAXATION STATUS
The Company is an investment company within the meaning
of Section 833 of the Companies Act 2006. The Company
conducts its affairs in order to meet the requirements for
approval as an investment trust under section 1158 of the
Corporation Tax Act 2010. The Company has received initial
approval as an investment trust and the Company must
meet eligibility conditions and ongoing requirements in order
for investment trust status to be maintained. In the opinion
of the Directors, the Company has met the conditions and
requirements for approval as an investment trust for the year
ended 30 November 2024.
ALTERNATIVE FUND INVESTMENT
MANAGERS (“AIFM”)
Bellevue Asset Management (UK) Ltd (“Bellevue”) is authorised
and regulated by the Financial Conduct Authority (“FCA”) to
undertake the regulated activities as defined in the Alternative
Investment Fund Managers Directive (2011/611/EU) (“AIFMD”).
On 1 April 2020, it was announced that Bellevue had been
appointed as AIFM to the Company, subject to the overall
control and supervision of the Board. Under the terms of the
AIFM agreement, Bellevue performs the activity of investment
management in accordance with the investment policy of the
Company and has discretion to buy, sell, retain, exchange
or otherwise deal in investment assets for the account of
the Company.
The Investment Manager is entitled to receive a management
fee payable monthly in arrears and calculated at the rate
of one-twelfth of 0.95% per calendar month of market
capitalisation. Market capitalisation means the average of
the mid-market prices for an ordinary share, respectively,
as derived from the daily official list of the London Stock
Exchange on each business day in the relevant calendar
month multiplied by the number of Ordinary Shares,
respectively, in issue on the last business day of the relevant
calendar month excluding any Ordinary Shares held in
treasury. There is no performance fee payable.
As allowed under the AIFMD, Bellevue has delegated the
activity of Risk Management to Bellevue Asset Management
AG (the “Delegated Risk Manager”).
The AIFM agreement may be terminated on 12 months’
written notice and may be terminated with immediate effect
on the occurrence of certain events, including insolvency,
on a change of control of the Investment Manager or in the
event of a material breach which fails to be remedied within
30 days of receipt of notice.
As an AIFM, Bellevue must ensure that it, together with the
Company, is fully compliant with the terms of the AIFMD.
In order to accomplish this, the required regulatory obligations
are met through the cooperation of both parties as well as with
significant input from the Delegated Risk Manager.
Bellevue has agreed with the Delegated Risk Manager, and in
full compliance with the AIFMD, a Risk Framework in respect
of the Company. The Risk Framework seeks to govern the
investment and operational risks as well as ensuring that
all risk limits are complied with. All required risk reporting is
completed by the Delegated Risk Manager.
The Delegated Risk Manager monitors the Company on
a daily basis in order to ensure that Bellevue is operating
within the risk limits contained in the risk policy and seeks to
identify breaches. If Bellevue breaches a risk management
limit, then it is required to notify the Delegated Risk Manager
of the breach as soon as possible, and by the day after
the infraction occurred at the latest. In addition to providing
details of the breach, Bellevue confirms how and when the
breach was resolved or when and how it is intended that the
breach will be resolved.
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 37
Governance
The AIFMD Annex IV reporting requirements are undertaken
by the AIFM, Administrator and other selected service
providers.
BROKER
The Company’s sole Corporate Broker is J.P. Morgan
Cazenove.
DEPOSITARY
CACEIS Bank, UK Branch is the Company’s Depositary
andCustodian.
COMPANY SECRETARY AND
ADMINISTRATOR
NSM Funds (UK) Limited were appointed as Company
Secretary and Administrator to the Company on 10 April
2024, providing services including calculation of its daily
Net Asset Value. Prior to this date company secretarial
and administration services were provided by Apex Listed
Companies Services (UK) Limited.
The Board has had continuous direct access to the advice
and services of the Company Secretary who is responsible
for ensuring that the Board and Committee procedures
are followed, and that applicable rules and regulations are
complied with.
The Company Secretary provides full company secretarial
services to the Company, ensuring that it complies with all
legal, regulatory, and corporate governance requirements
and officiating at Board meetings and Shareholders’
meetings. The Company Secretary is also responsible to the
Board for ensuring timely delivery of information and reports
and that the statutory obligations of the Company are met.
Finally, the Company Secretary is responsible for advising the
Board through the Chairman on all governance matters.
MANAGEMENT ENGAGEMENT
The Directors are satisfied that the AIFM has the suitable
skills and experience to manage the Company’s investments
and believe that the continuing appointment of the AIFM is in
the interests of Shareholders as a whole.
ALTERNATIVE INVESTMENT FUND
MANAGERS’ DIRECTIVE (“AIFMD”)
In accordance with the AIFMD, the AIFM must ensure
that an annual report containing certain information on the
Company is made available to investors for each financial
year. The investment funds sourcebook of the FCA (the
“Sourcebook”) details the requirements of the annual report.
All the information required by those rules are included in
this Annual Report or is or will be made available on the
Company’s website, www.bellevuehealthcaretrust.com.
The AIFM is required to make certain disclosures on its
remuneration in respect of the AIFM’s relevant reporting
period. These disclosures are available on request from
the AIFM.
LEVERAGE (UNDER AIFMD)
The AIFM is required to set leverage limits as a percentage
of net assets for the Company utilising methods prescribed
under AIFMD. These methods are known as the gross
method and the commitment method.
Under both methods the AIFM has set current maximum
limits of leverage for the Company of 120%. A leverage
percentage of 100% equates to nil leverage. The Company’s
leverage under each of these methods at its year end is
shown below:
Gross
method
Commitment
method
Maximum leverage limit 120% 120%
Actual leverage at 30 November
2024
100% 100%
* Definitions of this APM together with how these measures have been
calculated can be found on page 84.
SHARE ISSUES
During the year ended 30 November 2024, the Company
did not issue any shares through the share issuance
programme. The number of Ordinary Shares in issue at
30 November 2024 was 315,152,309 Ordinary Shares,
of which 31,782,418 Ordinary Shares are held in Treasury.
Therefore, the total number of voting rights in the Company
is 283,369,891.
The authority to issue new shares pursuant to the placing
programme, detailed in the Company’s prospectus dated
10 November 2016, expired on 9 November 2017.
The Company published a new prospectus on 5 November
2018, for the issuance of up to 345 million Ordinary Shares
by way of an Initial Placing, Offer for Subscription and
Intermediaries Offer, and pursuant to a new share issuance
programme. A supplementary prospectus was issued on
20 February 2019.
Bellevue Healthcare Trust plc Annual Report and Accounts 202438
At the AGM of the Company held on 26 April 2024,
the Directors were granted authority to allot up to
47,898,719 Ordinary Shares on a non-pre-emptive
basis. This authority will expire at the conclusion of the
forthcoming AGM.
The authorities have the following benefits for Shareholders:
Enable the Company to continue to take advantage of
opportunities to make further investments in accordance
with its investment objective and policy;
Increase the market capitalisation of the Company,
helping to make the Company attractive to a wider
investor base;
A greater number of Ordinary Shares in issue should
improve liquidity in the secondary market for the Ordinary
Shares and make the Ordinary Shares more attractive to
a wider range of investors; and
Grow the Company, thereby spreading the Company’s
fixed running costs across a larger equity capital base
which should reduce the level of ongoing expenses per
Ordinary Share.
It must be noted that the price at which any new Ordinary
Shares are issued to satisfy market demand is never less
than the prevailing Net Asset Value (cum-income) per
Ordinary Share at the time of issue plus a premium to cover
the expenses of such issue, therefore Shareholders will
not suffer any dilution to the Net Asset Value (cum-income)
per Ordinary Share as a result of any such issue.
The Board recommends that the Company is granted a new
authority to issue up to a maximum of 24,180,403 Ordinary
Shares (representing 10% of the shares in issue at the date
of this document) and to disapply pre-emption rights when
issuing those Ordinary Shares. Resolutions to this effect will
be put to Shareholders at the AGM to be held on 23 April
2025.
This authority would be used to carry out a series of placings
or tap issues, providing the Company with the ability to issue
new Ordinary Shares over a period of time to meet investor
demand and help with managing the premium that the shares
typically trade at.
SCRIP DIVIDEND
As reported in the Company half-yearly report to 31 May
2023, the Board reluctantly decided to suspend the scrip
dividend option for the time being.
TREASURY SHARES
The Companies Act allows companies to hold shares
acquired by way of market purchase as treasury shares,
rather than having to cancel them. This would give the
Company the ability to re-issue Ordinary Shares quickly and
cost effectively, thereby improving liquidity and providing the
Company with additional flexibility in the management of its
capital base. Ordinary Shares will not be sold from treasury
at a price less than the (cum income) NAV per existing
Ordinary Share at the time of their sale. The Company bought
back 15,383,772 during the year ended 30 November 2024.
The Company has bought back 41,565,853 Ordinary Shares
to be held in treasury since the year end.
DISCOUNT MANAGEMENT
The Company may seek to address any significant discount
to NAV at which its Ordinary Shares may be trading by
purchasing its own Ordinary Shares in the market on an ad
hoc basis. As outlined above, 15,383,772 Ordinary Shares
have been bought back by the Company during the year to
30 November 2024.
The Directors were given authority to make market purchases
of up to 69,342,023 Ordinary Shares. The maximum price
(exclusive of expenses) which may be paid for an Ordinary
Share must not be more than the higher of: (i) 5% above the
average of the mid-market values of the Ordinary Shares for
the five Business Days before the purchase is made; or (ii)
the higher of the price of the last independent trade and the
highest current independent bid for the Ordinary Shares.
Ordinary Shares will be repurchased only at prices below the
prevailing NAV per Ordinary Share, which should have the
effect of increasing the NAV per Ordinary Share for remaining
Shareholders.
It is intended that a renewal of the authority to make market
purchases will be sought from Shareholders at each AGM
of the Company and authority for the Company to purchase
up to 36,246,425 Ordinary Shares (subject to a maximum
of 14.99% of the Ordinary Shares in issue at the date of the
AGM) will be sought at the forthcoming AGM. Purchases of
Ordinary Shares will be made within guidelines established
from time to time by the Board. Any purchase of Ordinary
Shares would be made only out of the available cash
Directors’ Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 39
Governance
resources of the Company. Ordinary Shares purchased by
the Company may be held in treasury or cancelled.
Purchases of Ordinary Shares may be made only in
accordance with the Companies Act, the Listing Rules, and
the Disclosure Guidance and Transparency Rules.
Investors should note that the repurchase of Ordinary
Shares is entirely at the discretion of the Board and no
expectation or reliance should be placed on such discretion
being exercised on any one or more occasions or as to the
proportion of Ordinary Shares that may be repurchased.
REDEMPTION FACILITY
The Company has a redemption facility through which
Shareholders may request the redemption of all or part
of their holding of Ordinary Shares on an annual basis.
The redemption facility is entirely at the discretion of the
Directors.
The Redemption Price of the shares to be redeemed for the
November 2024 redemption was calculated by reference to
the amount generated upon the realisation of a Redemption
Pool, created for the purpose of funding the redemption
using the Redemption Pool method set out in the Company’s
Articles, pursuant to which the Company divided its assets
and liabilities into two pools:
(i) the redemption pool, consisting of cash, assets and
liabilities attributable to the 163,834,887 Ordinary Shares
(announced 14 October 2024) in respect of which valid
redemption requests were made; and
(ii) all the other cash, assets and liabilities remained
attributable to the continuing shareholders and have
continued to be managed in accordance with the current
investment policy.
The calculated Redemption Price per Ordinary Share
equals the aggregate cash received by the Company upon
the realisation of the Redemption Pool, after deducting
the costs of the redemption, and a pro-rata share of the
costs and expenses of the Company not attributable to
a particular pool, divided by the number of Redemption
Shares. The calculated Redemption Price was 154.76
pence per share including dividends and bank interest
received. All shareholders who validly applied to have shares
redeemed received a Redemption Price of 154.76 pence per
share and all the Ordinary Shares requested were redeemed
and cancelled by the Company. Shareholders who validly
applied to have their Ordinary Shares redeemed received
payments in respect of the valid redemption requests on or
around 20 December 2024.
The Board engaged a third party to undertake sanctions
checking in order to satisfy itself that no beneficial owner
appeared on the UK Sanctions Register or other prohibited
register as they are required to do in accordance with
UK legislation. A small percentage of shareholders that
applied to participate in the redemption process did not
respond to multiple contact attempts therefore payment was
withheld until confirmation was received.
The Company’s redemption facility is subject to approval
by the Board. The process for the redemption of Ordinary
Shares, including the calculation of redemption price, is set
out in Part 3 of the Securities Note as part of the prospectus
published by the Company on 5 November 2018.
LIFE OF THE COMPANY
The Company has no fixed life.
MARKET INFORMATION
The Company’s share capital is admitted to the Premium
Segment of the Official List of the FCA and is admitted to
trading on the London Stock Exchange. The NAV per share is
calculated in sterling for each business day that the London
Stock Exchange is open for business. The daily NAV per
Share is published through a regulatory information service.
REVOLVING CREDIT FACILITY (“RCF”)
The Company has a multi-currency RCF with The Bank of
Nova Scotia, London Branch.
On 24 October 2024, the Company voluntarily amended
the RCF, requesting a part cancellation of USD 180m,
which reduced the commitment for the RCF to USD 100m.
On 17 December 2024, the Company renewed and
amended its RCF and under the terms of the amended
RCF, the Company may now draw down loans up to an
aggregate value of USD 125m (Facility: USD 80m, Accordion
USD 45m). The facility will expire in December 2025.
The Company’s borrowing policy and the terms of the facility
are unchanged.
As at 30 November 2024, there were no loans draw down.
(2023: £31.7 million).
Bellevue Healthcare Trust plc Annual Report and Accounts 202440
CAPITAL STRUCTURE AND VOTING RIGHTS
As at 30 November 2024, the Company’s issued share
capital comprised of 50,001 Management Shares and
315,152,309 Ordinary Shares of 1p nominal value, of
which 31,782,418 Ordinary Shares are held in Treasury.
Therefore, the total number of voting rights in the Company is
283,369,891. Each Ordinary Share held entitles the holder to
one vote and there are no restrictions on those voting rights.
Voting deadlines are stated in the Notice of Meeting and
Form of Proxy and are in accordance with the Companies
Act 2006. Management Shares shall not carry any right
to receive notice of, nor to attend or vote at any general
meeting of the Company.
There are no restrictions on the transfer of Ordinary Shares,
nor are there any limitations or special rights associated with
Ordinary Shares.
SIGNIFICANT SHAREHOLDERS
As at 28 February 2025 the Company was aware of the
following substantial interests in the voting rights of the
Company.
Name
Number of
Ordinary
Shares held
% of voting
rights
JM Finn & Co 26,370,632 10.83
Saba Capital Management LP 18,274,930 7.51
RBC Brewin Dolphin 15,286,025 6.28
Evelyn Partners Limited 15,272,521 6.27
EFG Harris Allday 13,734,215 5.64
BlackRock Investment
Management Ltd
10,077,880 4.14
Ravenscroft Investment Management 9,309,862 3.83
Brooks Macdonald Asset
Management
8,864,073 3.64
At the latest practicable date prior to the publication of this report, the
Company has not been notified of any changes to the above interests
apart from notifications received from Saba Capital Management, L.P.
(“Saba”), JM Finn & Co (“ JM Finn”) and Jefferies Financial Group Inc
(“Jefferies”). Saba’s most recent notification stated that Saba held
an interest in 12.08% of the Company’s shares in issue (0.89% in
shares and 11.19% through financial instruments). JM Finn’s most
recent notification stated that JM Finn held an interest in 9.98% of the
Company’s shares in issue. Jefferies most recent notification stated
that Jefferies held an interest in 5.05% of the Company’s shares in
issue (3.06% in shares and 1.99% through financial instruments).
SETTLEMENT OF ORDINARY SHARE
TRANSACTIONS
Ordinary Share transactions in the Company are settled by
the CREST share settlement system.
ANTI-BRIBERY AND CORRUPTION
It is the Company’s policy to conduct all of its business
in an honest and ethical manner. The Company takes a
zero-tolerance approach to bribery and corruption and is
committed to acting professionally, fairly and with integrity
in all its business dealings and relationships wherever it
operates. The Company’s policy and the procedures that
implement it are designed to support that commitment.
NOTICE OF GENERAL MEETINGS
At least twenty-one days’ notice shall be given to all the
members and to the auditors of an Annual General Meeting.
All other general meetings shall also be convened by not less
than twenty-one days’ notice to all those members and to the
auditors unless the Company offers members an electronic
voting facility and a special resolution reducing the period
of notice to not less than fourteen days, in which case a
general meeting may be convened by not less than fourteen
days’ notice in writing. A special resolution will be proposed
at the Annual General Meeting to reduce the period of notice
for general meetings other than the Annual General Meeting
to not less than fourteen days.
GOING CONCERN
The Directors have adopted the going concern basis in
preparing the accounts. The following is a summary of
the Directors’ assessment of the going concern status of
the Company.
The Directors have a reasonable expectation that the
Company has adequate resources to continue in operational
existence for at least twelve months from the date of
this document. In reaching this conclusion, the Directors
have considered the liquidity of the Company’s portfolio
of investments as well as its cash position, income and
expense flows. The Company’s net assets at 30 November
2024 were £437.3 million (2023: £665.5 million).
As at 30 November 2024, the Company held £417.8million
(2023: £696.9 million) in investments, cash of £274.0million,
which includes £253.6 million payable to redeeming
Shareholders (2023: £110 million) with nil bank loans
outstanding (2023: £31.7million). Further details on the
Directors’ Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 41
Governance
Company’s bank loans are detailed in note 12. The total
expenses (excluding finance costs and taxation) for
the year ended 30 November 2024 were £7.4 million
(2023:£8.9million), which represented approximately
1.03% (2023: 1.02%) of average net assets during the year.
The Company also incurred finance costs of £1.8 million
(2023:£4.1million).
The Board is confident that the Company continues to be a
going concern, and one of the considerations in coming to
this conclusion was the possibility that Shareholders holding
a significant percentage of the Company’s shares continue
to request redemption, as such the Board consider the
structure of the Company to be a principal risk. The Board
has also discussed the mitigants to this risk, with the main
mitigant being the Board’s absolute discretion as to how
the facility is managed. The Board’s discretion over the
redemption facility and decisions being subject to Board
approval avoids disruption to the overall operation of the
Company. Additionally, the portfolio continues to be able to
be liquidated to meet funding requirements as they fall due.
Directors’ assessment assumes that the redemption facility
does not threaten the existence or viability of the Company.
The redemption facility is to be managed, with the allowance
the Board can exercise discretion.
At the date of approval of this report, based on the aggregate
of investments and cash held, the Company has substantial
asset cover against its loan facility and also substantial
operating expenses cover.
Accordingly, the Financial Statements have been prepared on
the going concern basis as it is the Directors’ opinion, having
considered and assessed the adequacy of the Company’s
operational resources, liquidity of the investment portfolio,
the current annual redemption facility (more information can
be found in the Chairman’s statement on page 3), debt
covenants and any potential impact of the ongoing wars in
Ukraine and the Middle East, that the Company will continue
in operational existence for a period of at least 12 months
from the date the financial statements were authorised
for issue.
AUDITOR INFORMATION
Each of the Directors at the date of the approval of this report
confirms that:
so far as the Director is aware, there is no relevant audit
information of which the Company’s auditor are unaware;
and
the Director has taken all steps that he or she ought to
have taken as Director to make himself/ herself aware
of any relevant information and to establish that the
Company’s auditor is aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
In accordance with Section 489 of the Companies
Act 2006, a resolution to re-appoint Ernst & Young LLP
as the Company’s auditor will be put forward at the
forthcomingAGM.
By order of the Board
14 March 2025
Bellevue Healthcare Trust plc Annual Report and Accounts 202442
Corporate Governance
INTRODUCTION
The Board is committed to achieving and demonstrating
high standards of corporate governance. This statement
outlines how governance principles were applied throughout
the financial year. The UK Corporate Governance Code
(‘UK Code’) issued by the Financial Reporting Council (‘FRC’)
in July 2018 and the AIC Code of Corporate Governance
(‘AIC Code’) issued in February 2019 are the applicable
governance codes in this regard. The FRC has confirmed
that by following the AIC Code, investment company boards
will meet their obligations in relation to the UK Code and
paragraph 9.8.6 of the Listing Rules. The AIC Code is
available on the AIC website at www.theaic.co.uk, and the
UK Code on the FRC website at www.frc.org.uk.
STATEMENT OF COMPLIANCE
The Directors believe that the Company has complied
with the AIC Code during the year and up to the date of
this report, and thereby the provisions of the UK Code
except as set out below. The UK Code includes provisions
relating to the role of the chief executive; executive
directors’ remuneration; and the need for an internal audit
function. As an investment company which outsources its
administration to third-party providers, the Company has
no chief executive or other executives and therefore these
provisions are not applicable. It does not maintain an internal
audit function. The Audit and Risk Committee considers the
need for such a function at least annually and additional
detail is provided later on in this statement.
THE BOARD COMPOSITION,
INDEPENDENCE AND SUCCESSION
PLANNING
As at 30 November 2024, the Board consisted of five
non-executive Directors, including the Chairman. All
Directors have served since the Company’s inception,
with the exception of Tony Young and Kate Bolsover, who
were appointed to the Board on 23 September 2020 and
2July 2021 respectively. The Board’s composition as at
30November 2024 comprised 40% female members, 60%
male members and 20% ethnic minority member. Hence,
the Board is compliant with the recommendations of the
Hampton-Alexander review and the Parker review.
All of the Directors are independent of the Investment
Manager. All of the Directors are able to allocate sufficient
time to the Company to discharge their responsibilities
effectively.
The Board believes that during the year ended 30 November
2024 its composition was appropriate for an investment
company of the Company’s nature and size. The Board’s
policy for the appointment of Non-Executive Directors is
based on its belief in the benefits of having a diverse range
of experience, skills, length of service and backgrounds,
including but not limited to gender diversity.
Three of the current directors (Jo Dixon, Paul Southgate and
Randeep Grewal) joined the Company in October/November
2016. The Board believes that the directors continue to be
independent, notwithstanding that, having been appointed
in 2016, they will exceed the nine years’ limit set out in
the UK and AIC Codes during the year. As such, following
a comprehensive selection process, conducted using an
independent third-party search firm and as per the Board’s
succession plan, the Company announced on 3 February
2025 the immediate appointment of Sarah MacAulay as a
non-executive director, and Clare Brady as non-executive
director and Audit Chair-elect.
It was further announced on 3 February 2025 that Randeep
Grewal and Paul Southgate, who have served on the Board
since the launch of the Company in December 2016, will
retire from the Board at the April 2025 AGM. Kate Bolsover,
who joined the Board in July 2021, will become Chairman
following Randeep Grewal’s retirement.
Clare Brady will assume the role of Chairman of the Audit
and Risk Committee at the April 2025 AGM, with Jo Dixon
remaining on the Board as Senior Independent Director
until the 2026 AGM, avoiding three experienced directors
retiring at the same time. This will ensure orderly succession
in accordance with the Company’s policy, which permits
flexibility in these circumstances.
The Appointment of Clare Brady and Sarah MacAulay falls
to be ratified by shareholders at the forthcoming AGM of the
Company to be held in April 2025.
The Board is currently engaged in an ongoing search with a
head-hunter for another suitable independent non-executive
director to further strengthen the Board and during the latter
part of 2025, the Company anticipates appointing a further
non-executive director. The Board is cognisant that it will
need to appoint a Parker Review compliant individual and it
will make a further announcement in due course.
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 43
Governance
The Directors have a broad range of relevant experience to
meet the Company’s requirements and their biographies are
given below.
RANDEEP GREWAL (CHAIRMAN
AND CHAIR OF THE MANAGEMENT
ENGAGEMENT COMMITTEE)
Randeep is an ex-Fund Manager, with over 20 years of
Healthcare investment experience, including Trium Capital,
F&C Asset Management, ICAP Equities, Hox Therapeutics,
Monument Therapeutics, Tissue Regenix and Tudor.
Randeep is a current non-executive director of The Global
Smaller Companies Trust plc and Chairman-elect of Monks
Investment Trust Plc. Randeep trained as a Vascular and
General Surgeon and read both Medicine and Computer
Science at Cambridge University.
JOSEPHINE DIXON (CHAIR OF THE AUDIT
AND RISK COMMITTEE AND SENIOR
INDEPENDENT DIRECTOR)
Josephine is a chartered accountant who sits on the board
of Alliance Witan plc. Jo has previously held senior positions
within the NatWest Group and was Finance Director of
Newcastle United plc. She was Commercial Director, UK,
Europe and the Middle East at Serco Group and sat on
various advisory boards in the education and charity sector.
Jo was also previously Chair of JPMorgan European Growth
and Income PLC, and non-executive director and Chair of
the Audit Committee of Strategic Equity Capital PLC.
PAUL SOUTHGATE (NON-EXECUTIVE
DIRECTOR)
Paul is a London-based Portfolio Manager at Pictet Asset
Management, with over 25 years’ investment experience.
Before joining Pictet, he was a Managing Partner at Eisenstat
Capital Partners (ECAP) and managed European Equities for
both Deephaven Capital and Fortress Investments Group.
He began his career with UBS Asset Management.
PROFESSOR TONY YOUNG OBE
(NON-EXECUTIVE DIRECTOR)
Tony is a practicing frontline NHS Consultant Urological
Surgeon, Director of Medical Innovation at Anglia Ruskin
University, President of the Institute of Decontamination
Sciences, and National Clinical Director for Innovation for
the NHS England. He has founded four Med-Tech start-ups
and also co-founded the £500 million Anglia Ruskin
Med-Tech Campus. Tony was previously a member of the
Royal College of Surgeon’s Commission on the Future of
Surgery (2017 – 2018). In the 2019 New Year’s Honours
list, Professor Young was awarded the OBE for services to
clinical leadership.
KATE BOLSOVER (NON-EXECUTIVE
DIRECTOR)
Kate Bolsover worked in the City of London for over 25 years,
initially as an analyst and thereafter running the mutual fund
businesses of both Baring Asset Management and Cazenove
Fund Management. Latterly, she was appointed Director of
Corporate Communications for JPMorgan Cazenove. Kate is
Chairman of TR Property Investment Trust and an independent
director at Baillie Gifford & Co. Kate was also previously
non-executive director of JPMorgan American Investment
Trust plc and Montanaro UK Smaller Companies Trust plc, and
Chairman of both Invesco Enhanced Income Trust plc and
Fidelity Asian Values plc.
CLARE BRADY (NON-EXECUTIVE
DIRECTOR)
Clare is a chartered governance professional with 35 years’
experience in banking and financial services. Clare is
Chairman of Fidelity Asian Values plc and a non-executive
director of The Golden Charter Trust Limited. She is also
non-executive director, Audit Committee Chairman and
member of the Risk Committee and Conflicts Committee of
M&G Group Limited, M&G Investment Management Limited
and M&G Alternatives Investment Management Limited.
Clare was a non-executive director of Credit Suisse until
its merger with UBS. In her executive career, she was a
Director of the International Monetary Fund (“IMF”) and
prior to that, the Auditor General at the World Bank, based
in Washington D.C. Previously, Clare headed audit and
compliance functions at the Bank of England, Barclays
Capital, HSBC and Deutsche Bank.
SARAH MACAULAY (NON-EXECUTIVE
DIRECTOR)
Sarah has over twenty years of fund management experience
based in both London and Hong Kong, managing unit trusts
and institutional assets. She was formerly a Director of Baring
Asset Management (Asia) Ltd in Hong Kong, Asian Investment
Manager at Kleinwort Benson Investment Management and
Eagle Star in London. She is currently Chair of Schroder Asian
Total Return Investment Company plc, Senior Independent
Bellevue Healthcare Trust plc Annual Report and Accounts 202444
Director on the Board of Fidelity Japan Trust plc and a
non-executive director of Baillie Gifford China Growth Trust plc.
Until March 2024 Sarah was Chair of JPMorgan Multi-Asset
Growth and Income plc and Senior Independent Director of
abrdn China Investment Company Ltd.
RESPONSIBILITIES OF THE CHAIRMAN,
THE BOARD, AND ITS COMMITTEES
The Chairman leads the Board and is responsible for its
overall effectiveness in directing the affairs of the Company.
The Company has adopted a document setting out the
responsibilities of the Chairman, which is available on the
website: www.bellevuehealthcaretrust.com.
DIRECTOR TENURE
The Board recognises the benefits to the Company of having
longer serving Directors together with progressive refreshment
of the Board. The Board does not believe that length of
service necessarily disqualifies a Director from seeking
reappointment but, when making a recommendation, the
Board will take into account the requirements of the AIC Code.
The Board has adopted corporate governance best practice
and has a succession plan in place. No Director of the
Company has served for nine years or more and all Directors
remain independent of the Company’s Investment Manager.
In line with corporate governance best practice, Directors
will offer themselves for election/re-election at the AGM
of the Company to be held on 23 April 2025. The Board
recommends that Directors who are remaining on the Board in
2025 stand for re-election for the reasons highlighted above
and in the performance appraisal section of this report.
The Directors have appointment letters which do not provide
for any specific term. They are subject to re-election at any
general meeting at which either the Articles require, or that
the Board resolves. The Board has approved a policy that
all Directors will stand for re-election annually. Copies of
the Directors’ appointment letters are available on request
from the Company Secretary. Upon joining the Board, any
new Directors receive an induction and relevant training is
available to Directors on an ongoing basis.
A procedure has been adopted for Directors, in the
furtherance of their duties, to take independent professional
advice at the expense of the Company.
A policy of insurance against Directors’ and officers’ liabilities
is maintained by the Company.
BOARD COMMITTEES
The Company has established an Audit and Risk Committee
which is chaired by Josephine Dixon and consists of all
the Directors.
A report of the Audit and Risk Committee is included in
this Annual Report. The Board considers that the members
of the Audit and Risk Committee have the requisite skills
and experience to fulfil the responsibilities of the Audit and
Risk Committee. The Audit and Risk Committee examines the
effectiveness of the Company’s risk management and internal
control systems. It reviews the half-yearly and annual reports
and other financial information. It also reviews the scope,
results, cost effectiveness, independence and objectivity of
the external auditor.
The Company has established a Management Engagement
Committee which is chaired by Randeep Grewal and
consists of all the Directors. The Management Engagement
Committee’s principal duties are to consider the terms
of appointment of the AIFM and other service providers,
and it annually reviews those appointments and the main
terms of the AIFM Agreement and agreements with other
service providers.
The Board as a whole fulfils the function of the Remuneration
Committee and Nomination Committee.
BOARD DIVERSITY
The Company’s policy is that the Board should have an
appropriate level of diversity in the boardroom, taking into
account relevant skills, experience, gender, social and
ethnic backgrounds, cognitive and personal strengths.
Brief biographies of the Directors are shown on pages
43 and 44. The policy is to ensure that the Company’s
Directors bring a wide range of knowledge, experience,
skills, backgrounds and perspectives to the Board. There will
be no discrimination on the grounds of gender, religion,
race, ethnicity, sexual orientation, age or physical ability.
The overriding aim of the policy is to ensure that the Board
is composed of the best combination of people for ensuring
effective oversight of the Company and constructive support
and challenge to the Investment Manager. Consideration
is given to the recommendations of the AIC Code and the
Board supports the recommendations of the Hampton
Alexander Review and the Parker Review.
The Board appraises its collective set of cognitive and
personal strengths, independence and diversity on an annual
Corporate Governance continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 45
Governance
basis, and especially during the recruitment process, so as
to ensure it is aligned with the Company’s strategic priorities.
The performance appraisal process is described below.
The Board believes its composition is appropriate for the
Company’s circumstances. However, in line with the Board’s
succession planning and tenure policy, or should strategic
priorities change, the Board will review and, if required,
adjust its composition.
The Board takes account of the targets set out in the FCA’s
Listing Rules, which are set out below. The Board discloses
the following information in relation to its diversity. As an
externally managed investment company, the Board employs
no executive staff and therefore does not have a chief
executive officer (CEO) or a chief financial officer (CFO) –
both of which are deemed senior board positions by the
FCA. However, the Board considers the Chair of the Board,
the Chair of the Audit and Risk Committee and the Senior
Independent Director to be senior positions; hence the
following disclosures are made on this basis. Furthermore,
the Board has resolved that the Company’s year-end date
is the most appropriate date for disclosure purposes. The
following information has been provided by each Director.
As required under UKLR 16.3.29, further detail in respect of the diversity targets as at 30 November 2024 are provided in the
tables below.
Number of Board
members*
Percentage of the
Board
Number of senior
position on the
Board
Men 3 60% 1
Women 2 40% 1
Prefer not to say - - -
Number of Board
members*
Percentage of the
Board
Number of senior
position on the
Board
White British or Other White (including minority-white groups) 4 80% 1
Asian/Asian British 1 20% 1
Prefer not to say - - -
* As noted previously, during the full year under review there were 5 non-executive directors, increasing to 7 following the appointment of Sarah
MacAulay and Clare Brady on 3 February 2025.
MEETING ATTENDANCE
The actual number of formal meetings of the Board and Committees during the year under review is given below, together
with individual Director’s attendance at those meetings. The first number in the table is the meetings attended by the
individual Director.
Quarterly Board
Audit and
Risk Committee
Management
Engagement
Committee
Number held 4 3 2
Randeep Grewal 4/4 3/3 2/2
Josephine Dixon 4/4 3/3 2/2
Paul Southgate 4/4 3/3 2/2
Tony Young 4/4 3/3 2/2
Kate Bolsover 4/4 3/3 2/2
There were other ad hoc Board and Committee meetings to deal with administrative matters, strategic issues, board selection,
market updates and approving documentation.
Bellevue Healthcare Trust plc Annual Report and Accounts 202446
PERFORMANCE APPRAISAL
The Board recognises the importance of the AIC Code’s
recommendation in respect of evaluating the performance
of the Board as a whole, the Committees of the Board and
individual Directors.
In 2024, the Board conducted an internal review of the Board
and its Committees. The review was positive, and no critical
issues were identified. The recommendations from the report
were agreed by the Board. Key priorities were identified for
the year ahead by the Board. Lintstock Limited, an external
consultant, was appointed to undertake an external review in
2023 and the Board will continue to conduct external reviews
at least every three years.
A formal annual performance appraisal process was
performed on the Company’s main service providers. The
results were reviewed by the Chairman of the Management
Engagement Committee and discussed with the Board. The
results of the service provider performance evaluation were
positive and demonstrated that the service providers were
fulfilling their duties effectively.
INTERNAL CONTROL
The AIC Code requires the Board to review the
effectiveness of the Company’s system of internal controls.
The Board recognises its ultimate responsibility for the
Company’s system of internal controls and for monitoring
its effectiveness.
The system of internal controls is designed to manage
rather than eliminate the risk of failure to achieve business
objectives. It can provide only reasonable assurance against
material misstatement or loss. The Board has undertaken
a review of the aspects covered by the guidance and has
identified risk management controls in the key areas of
business objectives, accounting, compliance, operations and
secretarial as being matters of particular importance upon
which it requires reports. The Board believes that the existing
arrangements, set out below, represent an appropriate
framework to meet the internal control requirements.
By these procedures the Directors have kept under review
the effectiveness of the internal control system throughout
the year and up to the date of this report.
FINANCIAL ASPECTS OF INTERNAL
CONTROL
The Directors are responsible for the internal financial
control systems of the Company and for reviewing their
effectiveness. These aim to ensure the maintenance of
proper accounting records, the reliability of the financial
information upon which business decisions are made and
which is used for publication and that the assets of the
Company are safeguarded.
As stated above, the Board has contractually delegated to
external agencies the services the Company requires.
The Board receives and reviews reports on the internal
control environments of key suppliers, in order to provide
reasonable assurance on the effectiveness of internal
financial controls.
The key procedures include review of management accounts
and net asset value and monitoring of performance at
quarterly Board meetings, segregation of the administrative
function from that of securities and cash custody and
from investment management, maintenance of appropriate
insurance, and adherence to physical and computer security
procedures. In addition, procedures have been put in place
for authorisation of all expense payments.
The Statement of Directors’ Responsibilities in respect of the
accounts is on page 57 and a Statement of Going Concern
is on pages 40 and 41. The Report of the Independent
Auditor is on pages 58 to 64.
OTHER ASPECTS OF INTERNAL CONTROL
The Board holds quarterly meetings, plus additional meetings
as required. Between these meetings there is regular contact
with the Investment Manager, the Company Secretary and
the Administrator.
The Board has agreed policies with the Investment Manager
on key operational issues. The Investment Manager and/
or the AIFM reports in writing to the Board on operational
and compliance issues. The Investment Manager reports
directly to the Audit and Risk Committee concerning the
internal controls.
Corporate Governance continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 47
Governance
The Directors review detailed management accounts from the
Administrator, including holdings in the portfolio, transactions
and other aspects of the financial position of the Company.
The Depositary provides oversight reports for the quarterly
Board meetings. Additional ad hoc reports are received
as required and Directors have access at all times to the
advice and services of the Company Secretary, which is
responsible to the Board for ensuring that Board procedures
are followed, and that applicable rules and regulations are
complied with.
This contact with the AIFM, Administrator and the
other key service providers enables the Board to
monitor the Company’s progress towards its objectives
and encompasses an analysis of the risks involved.
The effectiveness of the Company’s risk management and
internal controls systems is monitored and a formal review,
utilising a detailed risk assessment programme has been
completed. This included consideration of the Administrator,
the Depositary and the Registrar’s internal control reports.
There are no significant findings to report from the review.
PRINCIPAL RISKS
The Directors confirm that they have carried out a robust
assessment of the principal risks facing the Company,
including those that would threaten its business model,
future performance, solvency or liquidity. The principal risks
and how they are being managed are set out in the Strategic
Report on pages 22 to 25.
RELATIONS WITH SHAREHOLDERS
The Board places great importance on communication
with Shareholders. The Company’s Investment Manager
meets with larger Shareholders and reports to the Board.
The Chairman also meets with Shareholders both with the
Investment Manager and on his own. Shareholders wishing
to communicate with the Chairman or any other Director may
do so by writing to the Company Secretary at the registered
office of the Company which is shown on page 105 or
sending an email to info@bellevuehealthcaretrust.com
or to the Company Secretary Bellevue@nsm.group.
Information is provided to all Shareholders via the annual and
half-yearly accounts and also by the publication of daily NAVs
and monthly factsheets.
The Company’s Annual General Meeting provides a
forum for communication with all Shareholders. The level
of proxies lodged for each resolution is announced at
the meeting and is published on the Company website,
www.bellevuehealthcaretrust.com, subsequent to the
meeting. Shareholders and potential investors may obtain
up-to-date information on the Company from the website.
In line with governance recommendations, if 20% or more
of votes cast are against any resolution, the Company
would announce what action it intended to take to consult
Shareholders views and would provide a summary of the
outcome and actions it intended to take within six months of
the date at which the vote was held. The Board confirms that
none of the resolutions put to Shareholders at the AGM in
2024 received 20% or more of the votes cast against.
ANNUAL GENERAL MEETING
The Company seeks to provide a minimum of twenty-one
days’ notice of the AGM the Company would encourage all
Shareholders to attend the AGM.
In line with the requirements of the Companies Act 2006,
the Company will hold an Annual General Meeting (“AGM”)
of Shareholders to consider the resolutions laid out in
the Notice of Meeting on pages 97 and 98. The Board
encourages Shareholders to attend and participate in the
Company’s forthcoming AGM on 23 April 2025 at the
offices of Stephenson Harwood LLP, 1 Finsbury Circus,
London EC2M 7SH.
We recognise it is not possible for everyone to attend the
AGM and we would remind Shareholders that any questions
relating to the business of the AGM can be sent by email
to info@bellevuehealthcaretrust.com or the Company
Secretary Bellevue@nsm.group.
If Shareholders are unable to attend the meeting in person,
they are strongly encouraged to vote by proxy and to appoint
the “Chairman of the AGM” as their proxy. Details of how to
vote, either electronically, by proxy form or through CREST,
or if you are an Institutional investor via Proxymity Platform,
can be found in the Notes to the Notice of AGM on pages 99
to 101. The lodging of a form of proxy (or an appointment
of a proxy through CREST and Proxymity) will not however,
prevent a Shareholder from attending the AGM and voting in
person if they so wish.
The Notice of Meeting sets out the business of the AGM
and any item not of an entirely routine nature is explained in
the Directors’ Report. Separate resolutions are proposed for
each substantive issue.
Bellevue Healthcare Trust plc Annual Report and Accounts 202448
All other general meetings shall be convened by not less
than twenty-one days’ notice to all those members and to the
auditors unless the Company offers members an electronic
voting facility and a special resolution reducing the period
of notice to not less than fourteen days prior to the general
meeting, in which case a general meeting may be convened
by not less than fourteen days’ notice in writing. A special
resolution will be proposed at the AGM to reduce the period
of notice for general meetings, other than the AGM, to not
less than fourteen days.
EXERCISE OF VOTING POWERS AND
STEWARDSHIP CODE
The Company and the Investment Manager support the UK
Stewardship Code issued by the Financial Reporting Council.
Corporate Governance continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 49
Governance
Directors’ Remuneration Policy and
Implementation Report
This report has been prepared in accordance with
Schedule 8 of the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations
2013.
The Directors’ Remuneration Implementation Report is
put forward for approval by Shareholders on an annual
basis. The result of the Shareholder resolution on the
Implementation Report is non-binding on the Company,
although it gives Shareholders an opportunity to express
their views, which will be taken into account by the
Board. An Ordinary Resolution to approve the Directors’
Remuneration Implementation Report will be put forward for
approval at the Company’s AGM to be held on 23 April 2025.
The Directors’ Remuneration Policy was approved by
Shareholders at the 2024 AGM. In accordance with statute,
the policy must be put to Shareholders for approval every
three years and the Board must only operate in accordance
with the approved policy during the three-year cycle,
unless Shareholder approval is sought to amend the policy.
Accordingly, unless amended, the remuneration policy will
next be put to Shareholders at the AGM to be held in 2027.
The Board has complied with the policy during the year
ended 30 November 2024.
The law requires the Company’s auditor to audit certain
disclosures provided in this section of the report. Where
disclosures are audited, they are indicated as such.
The auditor’s opinion is on pages 58 to 64.
REMUNERATION IMPLEMENTATION
The Company currently has seven Non-Executive Directors.
Directors’ fees with effect from 1 December 2023, were
payable at the rate of £67,000 per annum for the Chairman
of the Board; £49,550 per annum for the Chair of the
Audit and Risk Committee and £39,250 per annum for the
other Board members. An additional £1,000 per annum
was payable to the Senior Independent Director and an
additional £1,000 per annum was payable to the Chair of the
Management Engagement Committee.
The Board reviews the fees payable to the Directors on an
annual basis and has agreed to align the review of Board
fees to the Company’s year end, as opposed to reviewing
them after the year has already commenced. Following
the Board’s review during the year, no increase has been
applied/proposed with effect from 1 December 2024 for the
year ending 30 November 2025.
Since the Company’s IPO in 2016, net fees payable to the
Directors have been satisfied in Ordinary Shares acquired
in the market. Given the significant growth of the Company
since its IPO and in order to continually attract high quality
and diverse candidates as non-executive Directors, the
Company reviewed the Directors’ remuneration arrangements
and determined that, with effect from 1 April 2024, the
Directors’ fees would be paid to the Directors in cash.
The Board believes that the fees appropriately reflect the
level of demands on the individual Directors, prevailing
market rates for an investment trust of the Company’s size
and complexity, the complexity of regulation and resultant
time spent by the Directors on matters, and it will also
enable the Company to continue to attract appropriately
experienced Directors in the future. The Board also takes
into consideration RPI, CPI and other inflationary measures
and the impact to the Company’s ongoing charges following
a rise in fees. Board fees are not considered against any
performance measure. The Board agreed Directors’ fees
would only increase by the level of inflation over the next
fewyears.
Due to the size and nature of the Company, it was not
deemed necessary to use a remuneration consultant
although the Board did take into consideration views from
external search consultants on the level of the Company’s
fees against prevailing market rates and took these into
account in its deliberations.
The current aggregate remuneration that can be paid to
Directors under the Company’s Articles of Association is
£500,000 per annum.
Bellevue Healthcare Trust plc Annual Report and Accounts 202450
In accordance with the Shareholder Rights Directive. The
Board confirms there were no variable pay awards made to
the Directors and there were no deferral periods. The annual
percentage change in remuneration in respect of the financial
years prior to the current year in respect of each Director role
is as follows:
Financial year to
30 Nov
2020*
30 Nov
2021
30 Nov
2022**
30 Nov
2023
30 Nov
2024
Chair 3% 4.5% 48.2% 3.1% Nil
Non-executive Director 3% 4.7% 24.4% 2.2% Nil
Chair of the Audit and Risk Committee Supplement 3% 5.8% 85.2% 3.3% Nil
Chair of the Management Engagement Committee Supplement 3% Nil -60.0% Nil Nil
Senior Independent Director (“SID”) Supplement** 100% Nil -33.3% Nil Nil
* The Company appointed a Senior Independent Director in 2020.
** The Company reviewed and refreshed the Committee supplement fees for the year ended 30 November 2022.
DIRECTOR SERVICE CONTRACTS
The Directors do not have service contracts with the Company.
The Directors are not entitled to compensation on loss of office.
The Directors have appointment letters which do not provide for
any specific term. However, they are subject to re-election by
Shareholders at a maximum interval of three years. There are no
restrictions on transfers of the Company’s shares held by the
Directors, or any special rights attached to such shares.
DIRECTORS’ INDEMNITIES
Subject to the provisions of the Companies Act 2006,
the Company may indemnify any person who is a Director,
secretary or other officer (other than an auditor) of the
Company, against (a) any liability whether in connection
with any negligence, default, breach of duty or breach of
trust by him in relation to the Company or any associated
company or (b) any other liability incurred by or attaching to
him in the actual or purported execution and/or discharge
of his duties and/or the exercise or purported exercise of
his powers and/or otherwise in relation to or in connection
with his duties, powers or office; and purchase and maintain
insurance for any person who is a Director, secretary, or
other officer (other than an auditor) of the Company in
relation to anything done or omitted to be done or alleged to
have been done or omitted to be done as Director, secretary
or officer.
A policy of insurance against Directors’ and officers’ liabilities
is maintained by the Company.
PERFORMANCE
The following chart shows the performance of the Company’s
share price by comparison to the MSCI World Healthcare
Index (GBP), on a total return basis.
Dec 16 Jul 18 Feb 20 Sep 21 Apri 23
Total Return (%)
BBH +98.1 MSCI WHC Index (GBP) +120.5%
-30
0
30
60
90
120
150
Nov 24
Directors’ Remuneration Policy and Implementation Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 51
Governance
DIRECTORS’ EMOLUMENTS FOR THE YEAR ENDED 30 NOVEMBER 2024
Fees and taxable
benefits to
30 November 2024
£
Fees and taxable
benefits to
30 November 2023
£
Randeep Grewal 68.0 68.0
Josephine Dixon 51.0 51.0
Paul Southgate 39.0 39.0
Tony Young 39.0 39.0
Kate Bolsover 39.0 39.0
Total 236.0 236.0
There are no other taxable benefits payable by the Company
other than certain expenses which may be deemed to be
taxable. None of the above fees were paid to third parties.
A non-binding ordinary resolution to approve the Directors’
Remuneration Implementation Report contained in the Annual
Report for the year ended 30 November 2023 was put
forward at the AGM held on 26 April 2024. The resolution
was passed with 99.85% of the proxy votes cast (including
discretionary votes) being in favour of the resolution.
A non-binding ordinary resolution to approve the Directors’
Remuneration Policy contained in the Annual Report for the
year ended 30 November 2023 was put forward for approval
at the Company’s AGM held on 26 April 2024. The resolution
was passed with 99.84% of the proxy votes cast (including
discretionary votes) being in favour of the resolution.
RELATIVE IMPORTANCE OF SPEND ON PAY
The following table sets out the total level of Directors’ remuneration compared to the distributions to Shareholders by way of
dividends and share buybacks, and the management fees and other expenses incurred by the Company.
Year ended 30 November 2024
£’000
2023
£’000
Income 3,031 2,469
Directors’ fees 236 236
Management fees and other operating expenses 7,413 8,885
Dividends paid and payable to Shareholders 25,422 30,290
Bellevue Healthcare Trust plc Annual Report and Accounts 202452
DIRECTORS’ HOLDINGS (AUDITED)
The Directors had the following shareholdings in the Company, all of which are beneficially owned.
Ordinary
Shares as at
30 November 2024*
Ordinary
Shares as at
30 November 2023
Randeep Grewal 165,090 149,552
Josephine Dixon 131,102 119,473
Paul Southgate 100,723 95,226
Tony Young 37,511 32,084
Kate Bolsover 31,688 26,335
* As noted previously, Sarah MacAulay and Clare Brady were appointed to the Board on 3 February 2025.
STATEMENT
On behalf of the Board and in accordance with Part 2 of
Schedule 8 of the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations
2013, I confirm that the above Report on Remuneration
Policy and Remuneration Implementation summarises, as
applicable, for the financial year to 30 November 2024; the
major decisions on Directors’ remuneration; any substantial
changes relating to Directors’ remuneration made during
the financial year to 30 November 2024; and the context in
which the changes occurred and decisions have been taken.
Randeep Grewal
Chairman
14 March 2025
Directors’ Remuneration Policy and Implementation Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 53
Governance
Report of the Audit and
Risk Committee
ROLE OF THE AUDIT AND RISK
COMMITTEE
The Audit and Risk Committee meets formally to consider
the appointment, independence and objectivity, and
remuneration of the auditor and to review the annual
accounts and half-yearly financial report. The Audit and Risk
Committee also reviews the Company’s internal financial
controls and its internal control and risk management
systems. Where non-audit services are provided by
the auditor, full consideration of the financial and other
implications on the independence of the auditor arising from
any such engagement are considered before proceeding.
COMPOSITION
All of the Directors of the Company are members of the
Audit and Risk Committee. The Audit and Risk Committee
has formal written terms of reference and copies of these
are available on the Company’s website or on request from
the Company Secretary. The Audit and Risk Committee
as a whole has recent and relevant financial experience.
The UK Code recommends that the Chairman of the Board
should not be a member of the Audit and Risk Committee.
However, as permitted by the AIC Code, the Directors
believe that membership of the Audit and Risk Committee
of the independent Chair of the Board, Randeep Grewal is
appropriate, and welcome his contribution.
INTERNAL AUDIT
The Audit and Risk Committee has considered the need
for an internal audit function and considers that this is not
appropriate given the nature and circumstances of the
Company. The Audit and Risk Committee keeps the needs
for an internal audit function under periodic review.
MEETINGS
There have been three Audit and Risk Committee meetings
in the year to 30 November 2024. Meeting attendance is
shown on page 45 of this Annual Report. Meetings held
during the year have been held in-person. Committee
members have operated effectively and there has been no
break in service from the Company’s service providers.
INTERNAL CONTROLS AND RISK
MANAGEMENT
The Directors have a dynamic risk register in place which
outlines key risks and ensures there are measures in place
to manage and mitigate risk; and oversee the effectiveness
of internal controls and processes. The risk assessment
programme provides a visual reflection of the Company’s
identified principal and emerging risks, including climate
change and the war in Ukraine and their potential impact
on the Company’s future development and prospects. The
risk assessment programme also provides the mitigation
measures which key service providers, including the
Investment Manager, have in place to maintain operational
resilience and business continuity. The Audit and Risk
Committee carries out, at least annually, a robust assessment
of the principal and emerging risks and uncertainties and
monitors the risks on an ongoing basis.
The Board has overall responsibility for the Company’s
risk management and systems of internal controls and
for reviewing their effectiveness. As is the case with most
investment trusts, the investment management, accounting,
company secretarial, registrar and depositary services have
been delegated to third parties. The effectiveness of the
internal controls is assessed on a continuing basis and
the Committee receives regular reports. The Committee
is satisfied that internal controls and processes remained
satisfactory, and that appropriate systems are in place.
FINANCIAL STATEMENTS AND
SIGNIFICANT ACCOUNTING MATTERS
The Audit and Risk Committee reviewed the financial
statements and considered the following significant
accounting issues in relation to the Company’s financial
statements for the year ended 30 November 2024.
VALUATION AND EXISTENCE OF
INVESTMENTS
The Company holds the majority of its assets in quoted
investments. The valuation and existence of these
investments is the most material matter in the production
of the financial statements. Investments are valued using
independent pricing sources and the holding quantities at the
year end were agreed to the Depositary’s records. The Audit
and Risk Committee has reviewed the Administrator’s
procedures in place for ensuring accurate valuation and
existence of investments and is comfortable that these
are appropriate.
Bellevue Healthcare Trust plc Annual Report and Accounts 202454
RECOGNITION OF INCOME
The Audit and Risk Committee has reviewed the
Administrator’s procedures for recognition of income and is
comfortable that these are appropriate. The Audit and Risk
Committee reviews the treatment of any special dividends
receivable in the period to ensure that these have been
treated appropriately as revenue or capital. During the
year no special dividends were received by the Company.
Revenue recognition accounting policies are disclosed on
Note 3 of this Annual Report.
GEO-POLITICS
During the financial year under review, the Committee
continued to monitor the geopolitical landscape specifically
the ongoing military activity in Ukraine and the Middle East.
Geopolitical events such as these can have a significant
impact on a fragile investment environment, and hence on
Company performance. The Board has also paid particular
attention to inflationary pressures and the sensitivity of
income received from investee companies to volatility in the
sterling/US dollar foreign exchange rate. The Committee
continues to monitor the impact of these and other events
which appear in our assessment of risk and of the ability of
the Company to achieve its investment objective.
The Committee reviews the operational resilience of its
various service providers in connection with the mitigation
of the business risks posed by geopolitical events. The
Committee is pleased to confirm that all service providers
have continued to demonstrate their ability to provide
services to the expected level, with no breaks in the services
provided or significant operational failures. Committee
members have also sought reassurance that external
providers were not in breach of sanctions implemented
against Russia following the invasion of Ukraine.
MATTERS CONSIDERED IN THE YEAR
The UK Corporate Governance Code requires the Company
to describe any significant issues considered in relation
to the financial statements and how those issues were
addressed. While there were no significant issues, there
were a number of matters of particular focus that were
considered in the year:
1. The Company’s Annual Redemption facility and the
creation of a Redemption Pool.
2. The continued implementation of the Company’s share
buyback programme as a mechanism of discount
management
3. Discussion, challenge and application of the appropriate
valuation methodology for unlisted holdings in
accordance with relevant guideline/standards.
All events were discussed in detail by the Committee, with
support from the Company’s service providers and reporting
included in the year end auditor’s report. No issues were
discovered.
FINANCIAL REPORTING COUNCIL (“FRC”)
REVIEW
During the year the Corporate Reporting Review department
of the FRC wrote to the Company to advise that the Annual
Report for the year ended 30 November 2023 had been
subject to their review. They requested an explanation for
the basis on which the Company had recognised a liability
at the reporting date for the redemption of share capital
effected after this date, which was described as being at the
directors’ discretion. The FRC sought clarification of the non-
recognition of a liability at the preceding reporting date for a
similar post balance sheet redemption.
The Directors exercise their discretion to redeem all or
any of the Ordinary Shares which are the subject of valid
Redemption Requests by reference to the Redemption Point.
The Redemption Point itself is not determinative of the point
in time at which redeeming Shareholders become unsecured
creditors of the Company, as the discretion of the Directors
is exercised by reference to the Redemption Point and not
necessarily at the Redemption Point. Accordingly, at that
point the redeeming Shareholders are considered to be
unsecured creditors of the Company, the Company incurs a
liability to pay those Shareholders the Redemption Price by
the payment date, which is determined in accordance with
the Articles.
Report of the Audit and Risk Committee continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 55
Governance
The FRC confirmed that the Company satisfactorily explained
the basis for the timing of the recognition of the liability and
the legal advice received and supported this treatment.
As a result of the FRC’s enquiry, some enhancements
were made to disclosures within this Report for the year
ended 30 November 2024. The FRC’s role is to consider
compliance with the reporting requirements, rather than
to verify the information provided. As a result, the review
process does not provide assurance that the 2023 Annual
Report and Accounts are correct in all material respects.
GOING CONCERN AND VIABILITY
STATEMENTS
Having reviewed the Company’s financial position, liabilities,
principal/emerging risks and uncertainties, the Committee
recommended to the Directors that it was appropriate for the
Directors to prepare the financial statements on the going
concern basis. The viability and going concern statements
can be found on pages 26 and 40 and 41 respectively.
AUDIT TENURE
Ernst & Young LLP has been appointed as the Company’s
auditor since the Company’s launch in October 2016
following a competitive process and review of the auditor’s
credentials. The re-appointment of the external auditor will
be reviewed annually by the Audit and Risk Committee
and the Board and is subject to approval by Shareholders.
Inaccordance with the FRC guidance, the audit will be put
out to tender within ten years of the initial appointment of
Ernst & Young LLP.
In accordance with auditor rotation best practice, Ahmer
Huda is appointed as Audit Partner for the year ending
30 November 2024 audit, his third year as Audit Partner for
the Company. The appointment of the auditor is reviewed
annually by the Audit and Risk Committee and the Board and
is subject to approval by Shareholders.
PROVISION OF NON-AUDIT SERVICES
The Audit and Risk Committee has put a policy in place on
the supply of any non-audit services provided by the external
auditor. Such services are considered on a case-by-case
basis and may only be provided to the Company if the
provision of such services is at a reasonable and competitive
cost and does not constitute a conflict of interest or potential
conflict of interest which would prevent the auditor from
remaining objective and independent.
No non-audit fees were payable to the Auditor in the year
ended 30 November 2024 (2023: Nil).
The audit fees (excluding VAT) incurred during the year
amounted to £63,676 (2023: £53,025). These fees
represent an increase over the prior year, which is comprised
of an inflationary increase of 5% (£2,651), an additional audit
fee of £6,000 in relation to the share redemption process
and an additional non-recurring fee of £2,000 due to change
in the Administrator. The Committee reviewed the audit fees
being paid by similar comparative companies and concluded
that the increase is in line with audit fee rises experienced
across the investment trust sector. Audit firms generally have
increased the fees that they charge to investment trusts in
order to reflect the increased level of work that they have
been required to perform, in the context of more rigorous
levels of audit scrutiny and regulation.
AUDITOR INDEPENDENCE
The Audit and Risk Committee considered the independence
of the auditor and the objectivity of the audit process and is
satisfied that Ernst & Young LLP has fulfilled its obligations to
Shareholders and as independent auditor to the Company for
the year.
The Audit and Risk Committee was satisfied with the
overall approach to the audit for the year under review.
The assessment by the Committee took into account the
experience and tenure of the audit partner and the team,
the nature and level of services provided and confirmation
that the auditor had complied with independence standards.
The Audit and Risk Committee also reviews a copy of the
latest FRC Audit Quality Inspection Report on the Auditor.
After due consideration, the Audit and Risk Committee
recommends the re-appointment of Ernst & Young LLP and
their re-appointment will be put forward to the Company’s
Shareholders at the 2025 AGM.
CONCLUSION WITH RESPECT TO THE
ANNUAL REPORT AND FINANCIAL
STATEMENTS
The Audit and Risk Committee has concluded that the
Annual Report for the year ended 30 November 2024,
taken as a whole, is fair, balanced and understandable
and provides the information necessary for Shareholders
to assess the Company’s business model, strategy and
performance. The Audit and Risk Committee has reported
its conclusions to the Board of Directors. The Audit and Risk
Bellevue Healthcare Trust plc Annual Report and Accounts 202456
Committee reached this conclusion through a process of
review of the document and enquiries to the various parties
involved in the production of the annual report.
Josephine Dixon
Audit and Risk Committee Chair
14 March 2025
Report of the Audit and Risk Committee continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 57
Governance
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable
laws and regulations.
Company law requires the Directors to prepare accounts for
each financial year. Under that law the Directors have elected
to prepare the financial statements under UK adopted
International Accounting Standards (“IAS”). Under company
law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view
of the state of affairs of the Company as at the end of the
year and of the net return for the year. In preparing these
accounts, the Directors are required to:
select suitable accounting policies in accordance with
IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors and then apply them consistently;
present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
make judgements and estimates which are reasonable
and prudent;
state whether UK adopted IAS have been followed,
subject to any material departures disclosed and
explained in the accounts; and
prepare the financial statements on a going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and which disclose with
reasonable accuracy at any time the financial position of
the Company and enable them to ensure that the accounts
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 accounts are published on the Company’s website at
www.bellevuehealthcaretrust.com, which is maintained
by the Company’s Investment Manager. The work carried
out by the auditor does not involve consideration of
the maintenance and integrity of these websites and,
accordingly, the auditor accepts no responsibility for any
changes that have occurred to the accounts since being
initially presented on the website. Legislation in the United
Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
DIRECTORS’ CONFIRMATION STATEMENT
The Directors each confirm to the best of their
knowledge that:
the accounts, prepared in accordance with UK adopted
IAS, give a true and fair view of the assets, liabilities,
financial position and profit of the Company; and
this Annual Report includes a fair review of the
development and performance of the business and
position of the Company, together with a description of
the principal risks and uncertainties that it faces.
Having taken advice from the Audit and Risk Committee,
the Directors consider that the Annual Report and
financial statements taken as a whole is fair, balanced and
understandable and provides the information necessary
for Shareholders to assess the Company’s performance,
business model and strategy.
For and on behalf of the Board.
Randeep Grewal
Chairman
14 March 2025
Bellevue Healthcare Trust plc Annual Report and Accounts 202458
Independent Auditor’s Report
OPINION
We have audited the financial statements of Bellevue
Healthcare Trust plc (the “Company) for the year ended
30 November 2024 which comprise the Statement of
Comprehensive Income, the Statement of Financial Position,
the Statement of Changes in Equity, the Statement of Cash
Flows and the related notes 1 to 19, including material
accounting policies. The financial reporting framework that
has been applied in their preparation is applicable law and UK
adopted International Accounting Standards.
In our opinion, the financial statements:
give a true and fair view of the Company’s affairs as at
30November 2024 and of its profit for the year then
ended;
have been properly prepared in accordance with UK-
adopted International Accounting Standards; and
have been prepared in accordance with the requirements
of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s 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 are independent of the Company in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we remain
independent of the Company in conducting the audit.
CONCLUSIONS RELATING TO GOING
CONCERN
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.
Our evaluation of the Directors’ assessment of the Company’s
ability to continue to adopt the going concern basis of
accounting included:
Confirmation of our understanding of the Company’s
going concern assessment process and engaging with
the Directors and the Company Secretary to determine if
all key factors were considered in their assessment. We
considered whether the factors taken account of in the
Directors’ assessment addressed those matters which we
considered important.
Inspection of the Directors’ assessment of going concern,
including the revenue and expense cash flow forecast,
for the period to 30 November 2026 which is at least
twelve months from the date these financial statements
were authorised for issue. In preparing the revenue and
expense forecast, the Company has concluded that it
is able to continue to meet its ongoing costs as they fall
due.
Reviewing of the factors and assumptions, including the
impact of the current economic environment and other
significant events that could give rise to market volatility,
as applied to the revenue and expense forecast. We
considered the appropriateness of the methods used to
calculate the forecast and determined, through testing
of the methodology and calculations, that the methods,
inputs and assumptions utilised were appropriate to be
able to make an assessment of going concern for the
Company.
Consideration of the mitigating factors included in the
revenue and expense forecast that are within the control
of the Company, including a review of the Company’s
assessment of the liquidity of investments held and
evaluating the Company’s ability to sell investments in
order to cover the working capital requirements should its
revenue decline significantly. Reviewing of the Directors’
assessment of the impact on going concern in respect of
the annual redemption facility.
In relation to the Company’s borrowing arrangements, we
have inspected the Director’s assessment of the risk of
breaching the debt covenants as a result of a reduction
in the value of the Company’s portfolio. We recalculated
the Company’s compliance with debt covenants in the
scenarios assessed by the Directors and reviewed the
Director’s reverse stress testing in order to identify what
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 59
Governance
factors would lead to the Company breaching the financial
covenants.
Review of the Company’s going concern disclosures
included in the Annual Report in order to assess whether
the disclosures were appropriate and in conformity with
the reporting standards.
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
to 30 November 2026, which is at least twelve months from
when the financial statements are authorised for issue.
In relation to the Company’s 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. However, because not all future
events or conditions can be predicted, this statement is not a
guarantee as to the Company’s ability to continue as a going
concern.
OVERVIEW OF OUR AUDIT APPROACH
Key audit matters • Risk of incomplete or inaccurate revenue recognition, including the classification of special
dividends as revenue or capital items in the Statement of Comprehensive Income
• Risk of incorrect valuation or ownership of the investment portfolio
Materiality • Overall materiality of £4.37m (2023: £6.65m) which represents 1% (2023: 1%) of the Company’s
Net Asset Value.
AN OVERVIEW OF THE SCOPE OF OUR
AUDIT
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and
our allocation of performance materiality determine our audit
scope for the Company. This enables us to form an opinion on
the financial statements. We take into account size, risk profile,
the organisation of the Company and effectiveness of controls,
the potential impact of climate change and changes in the
business environment when assessing the level of work to be
performed. All audit work was performed directly by the audit
engagement team.
Climate change
Stakeholders are increasingly interested in how climate change
will impact the Company. The Company has determined that
the impact of climate change could affect the Company’s
investments and their valuations and potentially shareholder
returns. These are explained on pages 22 to 25 in the
principal and emerging risks and uncertainties section, which
form part of the “Other information,” rather than the audited
financial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering whether
they are materially inconsistent with the financial statements,
or our knowledge obtained in the course of the audit or
otherwise appear to be materially misstated, in line with our
responsibilities on “Other information”.
In planning and performing our audit we assessed the potential
impacts of climate change on the Company’s business and
any consequential material impact on its financial statements.
Our audit effort in considering climate change was focused on
the adequacy of the Company’s disclosures in the Financial
Statements as set out in Note 2 and the conclusion that
there was no further impact of climate change to be taken
into account. In line with UK adopted International Accounting
Standards investments are valued at fair value, which for the
Company are quoted bid prices for investments in active
markets at the balance sheet date. All investments therefore
reflect the market participants view of climate change risk on
the investments held by the Company. We also challenged
the Directors’ considerations of climate change in their
assessment of viability and going concern and associated
disclosures. Based on our work we have not identified the
impact of climate change on the financial statements to be a
key audit matter or to impact a key audit matter.
Bellevue Healthcare Trust plc Annual Report and Accounts 202460
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgment, were of most significance in our 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) that we identified. These matters
included 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
were addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and we do
not provide a separate opinion on these matters.
Independent Auditor’s Report continued
Risk Our response to the risk
Key observations communicated to
the Audit and Risk Committee
Risk of incomplete or inaccurate
revenue recognition, including the
classification of special dividends
as revenue or capital items in the
Statement of Comprehensive Income
Refer to the Report of the Audit and
Risk Committee (page 54); Accounting
policies (page 71); and note 5 of the
Financial Statements
The Company has reported investment
income for the year ended 30 November
2024 of £0.76m (2023: £0.92m),
consisting of dividend income from
listed equity investments.
There is a risk of incomplete or
inaccurate revenue recognition through
the failure to recognise proper income
entitlements or to apply an appropriate
accounting treatment.
In addition to the above, the Directors
are required to exercise judgement in
determining whether income receivable
in the form of special dividends should
be classified as ‘revenue’ or ‘capital’
in the Statement of Comprehensive
Income.
The Company did not receive any
special dividends during the year (2023:
none).
We performed the following
procedures:
• We obtained an understanding of the
Manager’s and Administrator’s process
and controls surrounding revenue
recognition, including the classification
of special dividends, by performing
walkthrough procedures.
• For all dividends received, we
recalculated the dividend income by
multiplying the investment holdings at
the ex-dividend date, traced from the
accounting records, by the dividend
per share, which was agreed to an
independent data vendor. We also
agreed all exchange rates to an
external source. In addition, for 100%
of dividends received, we agreed the
amounts to bank statements.
• For all dividends accrued at the
year end, we reviewed the investee
Company announcements to assess
whether the entitlement arose prior
to 30 November 2024. We did not
identify any accrued dividends in the
year.
• To test completeness of recorded
income, we tested that expected
dividends for each investee Company
held during the year has been recorded
as income with reference to an external
source.
• For all investments held during the year,
we reviewed the type of dividends
paid with reference to an external data
source to identify those which were
‘special’. We identified no special
dividends.
The results of our procedures identified
no material misstatement in relation
to the risk of incomplete or inaccurate
revenue recognition, including incorrect
classification of special dividends
as revenue or capital items in the
Statement of Comprehensive Income.
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 61
Governance
Risk Our response to the risk
Key observations communicated to
the Audit and Risk Committee
Risk of incorrect valuation or
ownership of the investment portfolio
Refer to the Report of the Audit and
Risk Committee (page 53); Accounting
policies (page 71); and note 4 of the
Financial Statements
The Company’s investment portfolio
consists of listed equity investments
valued at £417.8m at 30 November
2024 (2023: £694.9m).
The valuation of the assets held in the
investment portfolio is the key driver of
the Company’s net asset value and total
return. Incorrect investment pricing, or
failure to maintain proper legal title of
the investments held by the Company,
could have a significant impact on the
net asset value and the return generated
for shareholders.
The fair value of listed investments is
determined using quoted market bid
prices at close of business on the
reporting date.
We performed the following
procedures:
We obtained an understanding of the
processes surrounding investment pricing
and legal title of listed investments by
performing walkthrough procedures.
For all listed investments in the portfolio, we
compared the market prices and exchange
rates applied to an independent pricing
vendor and recalculated the investment
valuations as at the year end.
We inspected the stale pricing report
produced by the Administrator to identify
prices that have not changed and verified
whether the listed price is a valid fair value
through review of trading activity.
We compared the Company’s investment
holdings at 30 November 2024 to the
independent confirmation received directly
from the Company’s Depositary.
The results of our procedures identified
no material misstatement in relation
to the risk of incorrect valuation or
ownership of the investment portfolio.
OUR APPLICATION OF MATERIALITY
We apply the concept of materiality in planning and performing
the audit, in evaluating the effect of identified misstatements
on the audit and in forming our audit opinion.
MATERIALITY
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users
of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Company to be £4.37m
(2023: £6.65m), which is 1% (2023: 1%) of Company’s Net
Asset Value. We believe that Net Asset Value provides us with
the most important financial metric on which shareholders
would judge the performance of the Company.
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our
assessment of the Company’s overall control environment,
our judgement was that performance materiality was 75%
(2023: 75%) of our planning materiality, namely £3.28m
(2023: £4.99m). We have set performance materiality at
this percentage due to our past experience of the audit that
indicates a lower risk of misstatements, both corrected and
uncorrected.
Bellevue Healthcare Trust plc Annual Report and Accounts 202462
Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit and Risk Committee that we would
report to them all uncorrected audit differences in excess
of £0.22m (2023: £0.33m), which is set at 5% of planning
materiality, as well as differences below that threshold that,
in our view, warranted reporting on qualitative grounds. We
evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in
light of other relevant qualitative considerations in forming our
opinion.
OTHER INFORMATION
The other information comprises the information included in
the annual report, other than the financial statements and our
auditor’s report thereon. The Directors are responsible for the
other information contained within the annual report.
Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly
stated in this report, we do not express any form of assurance
conclusion thereon.
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 course of the audit or otherwise appears
to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a
material misstatement of the other information, we are required
to report that fact.
We have nothing to report in this regard.
OPINIONS ON OTHER MATTERS
PRESCRIBED BY THE COMPANIES ACT
2006
In our opinion the part of the Directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
the information given in the strategic report and the
Directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
the strategic report and Directors’ report have
been prepared in accordance with applicable legal
requirements.
MATTERS ON WHICH WE ARE REQUIRED
TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the
strategic report or Directors’ report.
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; 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; or
certain disclosures of Directors’ remuneration specified by
law are not made; or
we have not received all the information and explanations
we require for our audit.
CORPORATE GOVERNANCE STATEMENT
We have reviewed the Directors’ statement 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 by the UK Listing Rules.
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 or our knowledge obtained during the audit:
Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and
any material uncertainties identified set out on pages 40
and 41;
Independent Auditor’s Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 63
Governance
Directors’ explanation as to its assessment of the
Company’s prospects, the period this assessment covers
and why the period is appropriate set out on page 26;
Director’s statement on whether it has a reasonable
expectation that the Company will be able to continue
in operation and meets its liabilities set out on pages 40
and41;
Directors’ statement on fair, balanced and understandable
set out on page 57;
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 22;
The section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 46; and
The section describing the work of the Audit and Risk
Committee set out on page 53.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ responsibilities
statement set out on page 57, the Directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors 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.
AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor’s 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.
Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
irregularities, including fraud. 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. The extent to
which our procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with
governance of the Company and management.
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and
determined that the most significant are UK-adopted
International Accounting Standards, the Companies
Act 2006, the UK Listing Rules, the UK Corporate
Governance Code, the Statement of Recommended
Practice for the Financial Statements of Investment Trust
Companies as issued by the Association of Investment
Companies, Section 1158 of the Corporation Tax Act
2010, and The Companies (Miscellaneous Reporting)
Regulations 2018.
We understood how the Company is complying with
those frameworks by discussions with the Audit and Risk
Committee and Company Secretary, review of the Board
and Committee minutes and review of papers provided to
the Audit and Risk Committee.
We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud
might occur by considering the key risks impacting the
financial statements. We identified a fraud risk with respect
to the incomplete or inaccurate revenue recognition
through incorrect classification of special dividends as
revenue or capital in the Statement of Comprehensive
Income. Further discussion of our approach is set out in
the section on key audit matters above.
Bellevue Healthcare Trust plc Annual Report and Accounts 202464
Independent Auditor’s Report continued
Based on this understanding we designed our audit
procedures to identify non-compliance with such laws
and regulations. Our procedures involved review of the
reporting to the Directors with respect to the application
of the documented policies and procedures and review
of the financial statements to ensure compliance with the
reporting requirements of the Company.
A further description of our responsibilities for the audit of the
financial statements is located on the
Financial Reporting Council’s website at https://www.frc.org.
uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
OTHER MATTERS WE ARE REQUIRED TO
ADDRESS
Following the recommendation from the Audit and Risk
Committee, we were appointed by the Company on 27
November 2017 to audit the financial statements for the
year ending 30 November 2017 and subsequent financial
periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is 8 years, covering the
years ending 30 November 2017 to 30 November 2024.
The audit opinion is consistent with the additional report to
the Audit and Risk Committee.
USE OF OUR REPORT
This report is made solely to the Company’s members, as
a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the Company’s members those matters
we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than
the Company and the Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Ahmer Huda
Senior Statutory Auditor
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
14 March 2025
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 65
Strategic Report
Financial Statements
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 65
Bellevue Healthcare Trust plc Annual Report and Accounts 202466
Statement of Comprehensive Income
for the year ended 30 November 2024
Year ended 30 November 2024 Year ended 30 November 2023
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains/(losses) on investments - 81,306 81,306 - (109,626) (109,626)
Losses on currency movements - (1,241) (1,241) - (789) (789)
Net investment gains/(losses) - 80,065 80,065 - (110,415) (110,415)
Investment and interest income 5 3,031 - 3,031 2,469 - 2,469
Total income 3,031 80,065 83,096 2,469 (110,415) (107,946)
Investment management fees (1,256) (5,022) (6,278) (1,559) (6,236) (7,795)
Other expenses 7 (1,135) - (1,135) (1,090) - (1,090)
Gain/(loss) before finance costs and taxation 640 75,043 75,683 (180) (116,651) (116,831)
Finance costs 8 (367) (1,469) (1,836) (810) (3,240) (4,050)
Operating profit/(loss) before taxation 273 73,574 73,847 (990) (119,891) (120,881)
Taxation 9 (113) - (113) (157) - (157)
Gain/(loss) for the year 160 73,574 73,734 (1,147) (119,891) (121,038)
Return per Ordinary Share 10 0.03p 16.05p 16.08p (0.21)p (21.85)p (22.06)p
There is no other comprehensive income and therefore the ‘Profit for the year’ is the total comprehensive income for the year.
The supplementary revenue and capital columns, including the earnings per Ordinary Shares, are prepared under guidance from the Association of
Investment Companies.
All revenue and capital items in the above statement derive from continuing operations.
The notes on pages 70 to 83 form an integral part of these financial statements.
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 67
Financial Statements
Statement of Financial Position
as at 30 November 2024
Note
30 November 2024
£’000
30 November 2023
£’000
Non-current assets
Investments held at fair value through profit or loss 4 417,790 696,916
Current assets
Cash and cash equivalents 273,993 110,954
Sales for future settlement - 22
Other receivables 11 102 111
274,095 111,087
Total assets 691,885 808,003
Current liabilities
Bank loans payable 12 - (31,696)
Redemption payable 13 (253,551) (110,008)
Other payables 13 (1,034) (762)
Total liabilities (254,585) (142,466)
Net assets 437,300 665,537
Equity
Share capital 14 3,165 4,803
Share premium account - 617,709
Special distributable reserve 314,658 -
Capital redemption reserve 2,718 -
Capital reserve 119,036 45,462
Revenue reserve (2,277) (2,437)
Total equity 437,300 665,537
Net asset value per Ordinary Share 16 154.32p 143.87p
Approved by the Board of Directors on and authorised for issue on 14 March 2025 and signed on their behalf by:
Randeep Grewal
Chairman
Registered in England and Wales with registered number 10415235.
The notes on pages 70 to 83 form an integral part of these financial statements.
Bellevue Healthcare Trust plc Annual Report and Accounts 202468
Statement of Changes in Equity
for the year ended 30 November 2024
Notes
Share
Capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
Redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Opening balance as at
01December 2023
4,803 617,709 - - 45,462 (2,437) 665,537
Gain for the year
- - - - 73,574 160 73,734
Transfer to special distributable
reserve
3 - (617,709) 617,709 - - -
Reallocation of redeemed Ordinary
Shares from 2022 and 2023
- - (1,080) 1,080 - - -
Redemption of Ordinary Shares 14 (1,638) - (253,551) 1,638 - - (253,551)
Buybacks of Ordinary Shares - - (22,768) - - (22,768)
Buybacks, Redemption and
special distributable reserve
transfer costs
- - (239) - - (239)
Dividend paid 15 - - (25,413) - - (25,413)
Closing balance as at
30November 2024
3,165 - 314,658 2,718 119,036 (2,277) 437,300
For the year ended 30 November 2023
Notes
Share
Capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
Redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Opening balance as at
01December 2022
5,881 617,371 28,347 - 354,017 (1,290) 1,004,326
Loss for the year
- - - - (119,891) (1,147) (121,038)
Issue of Ordinary Shares 14 2 340 - - - - 342
Redemption of Ordinary Shares 14 (1,080) - (10,491) - (148,688) - (160,259)
Buybacks of Ordinary Shares - - - - (23,439) - (23,439)
Ordinary Share issue, Buybacks
and Redemption costs
- (2) (81) - (102) - (185)
Dividend paid 15 - - (17,775) - (16,435) - (34,210)
Closing balance as at
30November 2023
4,803 617,709 - - 45,462 (2,437) 665,537
The Company’s distributable reserves consist of the special distributable reserve, revenue reserve and capital reserve attributable to realised profit
totalling £431,417,000 (30 November 2023: £43,025,000). The capital redemption reserve is non-distributable.
The Company can use its distributable reserves to fund dividends, redemptions of Ordinary Shares and share buy backs.
The notes on pages 70 to 83 form an integral part of these financial statements.
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 69
Financial Statements
Statement of Cash Flows
for the year ending 30 November 2024
Year ended
30 November 2024
£’000
Year ended
30 November 2023
£’000
Operating activities Cash flows
Income* 3,031 2,469
Operating expenses (7,195) (8,852)
Taxation (113) (157)
Net cash flow used in operating activities (4,277) (6,540)
Investing activities Cash flows
Purchase of investments (588,784) (303,144)
Sale of investments 949,238 533,774
Net cash flow from investing activities 360,454 230,630
Financing activities Cash flows
Bank loans drawn 11,784 15,722
Bank loans repaid (43,140) (63,121)
Loan interest and other charges paid (1,773) (4,552)
Dividend paid (25,413) (34,210)
Proceeds from issue of Ordinary Shares - 342
Annual redemption of ordinary shares (110,008) (50,251)
Buybacks of Ordinary Shares held in treasury (22,768) (23,439)
Share issue, Buybacks and Redemption costs (239) (185)
Net cash flow used in financing activities (191,557) (159,694)
Increase in cash and cash equivalents 164,620 64,396
Cash and cash equivalents at start of year 110,954 46,368
Effect of foreign currency revaluations (1,581) 190
Cash and cash equivalents at end of year 273,993 110,954
* Cash inflow from dividends for the financial year was £756,000 (2023: £765,000). Bank deposits interest income received during the year was
£2,275,000 (2023: £1,547,000).
The table below shows the movement in liabilities arising from financing activities during the year.
Year ended
30 November 2024
£’000
Year ended
30 November 2023
£’000
Opening balance 31,696 83,731
Repayment of bank loans (43,140) (63,121)
Proceeds from bank loans 11,784 15,722
Finance costs 1,836 4,050
Loan interest and other charges paid (1,773) (4,552)
Foreign exchange movements (403) (4,134)
Closing balance - 31,696
The notes on pages 70 to 83 form an integral part of these financial statements.
70 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
1. REPORTING ENTITY
Bellevue Healthcare Trust plc, formerly BB Healthcare Trust plc, is a closed-ended investment company, registered in England
and Wales on 7 October 2016. The Company’s registered office is 4th Floor 46-48 James Street, London, W1U 1EZ.
Businessoperations commenced on 2 December 2016 when the Company’s Ordinary Shares were admitted to trading on
the London Stock Exchange. The financial statements of the Company are presented for the year from 1 December 2023 to
30November 2024.
The Company invests in a concentrated portfolio of listed or quoted equities in the global healthcare industry. The Company
may also invest in American Depositary Receipts (ADRs), or convertible instruments issued by such companies and may invest
in, or underwrite, future equity issues by such companies. The Company may utilise contracts for differences for investment
purposes in certain jurisdictions where taxation or other issues in those jurisdictions may render direct investment in listed or
quoted equities less effective.
2. BASIS OF PREPARATION
Statement of compliance
These financial statements have been prepared in accordance with UK adopted International Accounting Standards (“IAS”).
In preparing these financial statements the directors have considered the impact of climate change as a risk as set out on
page25, and have concluded that there was no further impact of climate change to be taken into account. In line with IAS
investments are valued at fair value, which for the Company is quoted bid prices for investments in active markets at the
Statement of Financial Position date and therefore reflect market participants’ view of climate change risk on the investments
we hold.
When presentational guidance set out in the Statement of Recommended Practice (‘SORP’) for Investment Companies issued
by the Association of Investment Companies (‘the AIC’) in July 2022 is consistent with the requirements of UK adopted
International Accounting Standards, the Directors have sought to prepare the financial statements on a basis compliant with the
recommendations of the SORP.
Going concern
The Directors have adopted the going concern basis in preparing the financial statements.
In forming this opinion, the Directors have considered the adequacy of the Company’s operational resources, liquidity of the
investment portfolio, debt covenants and any potential impact of the ongoing wars in Ukraine and the Middle East may have on
the going concern and viability of the Company. In making their assessment, the Directors have reviewed income and expense
projections and the liquidity of the investment portfolio, and considered the mitigation measures which key service providers,
including the Investment Manager, have in place to maintain operational resilience.
The Company’s ability to continue as a going concern for the period assessed by the Directors, being the period to 30 November
2026, which is at least 12 months from the date the financial statements were authorised for issue.
Significant accounting estimates, judgements and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may
differ from these estimates.
Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised
in the year in which the estimates are revised and in any future periods affected. There have been no material estimates,
judgements or assumptions, which have had a significant impact on the financial statements for the year.
Notes to the Financial Statements
71 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Financial Statements
Functional and presentation currency
The financial statements are presented in sterling, which is the Company’s functional currency. The Company’s investments are
denominated in multiple currencies. However, the Company’s shares are issued in sterling and the majority of its investors are
UK based. In addition, all expenses are paid in GBP as are dividends. All financial information presented in sterling have been
rounded to the nearest thousand pounds.
3. ACCOUNTING POLICIES
(a) Investments
Upon initial recognition investments are classified by the Company “at fair value through profit or loss”. They are accounted
for on the date they are traded and are included initially at fair value which is taken to be their cost. Subsequently quoted
investments are valued at fair value which is the bid market price, or if bid price is unavailable, the last traded price on the
relevant exchange. Unquoted investments are valued at fair value by the Board which is established with regard to the
International Private Equity and Venture Capital Valuation Guidelines by using, where appropriate, latest dealing prices,
valuations from reliable sources and other relevant factors.
Changes in the fair value of investments held at fair value through profit or loss and gains or losses on disposal are included in
the capital column of the Statement of Comprehensive Income within gains/(losses) on investments.
Investments are derecognised on the trade date of their disposal, which is the point where the Company transfers substantially
all the risks and rewards of the ownership of the financial asset.
(b) Foreign currency
Transactions denominated in foreign currencies are translated into sterling at actual exchange rates as at the date of the
transaction. Monetary assets and liabilities, and non-monetary assets held at fair value denominated in foreign currencies are
translated into sterling using London closing foreign exchange rates at the year end. Any gain or loss arising from a change in
exchange rates subsequent to the date of the transaction is included as an exchange gain or loss to capital or revenue in the
Statement of Comprehensive Income as appropriate.
(c) Income from investments
Dividend income from shares is recognised on ex-dividend dates. Overseas income is grossed up at the appropriate rate of tax.
Special dividends are assessed on their individual merits and may be credited to the Statement of Comprehensive Income as a
capital item if considered to be closely linked to reconstructions of the investee company or other capital transactions. All other
investment income is credited to the Statement of Comprehensive Income as a revenue item. Interest receivable is accrued on a
time apportionment basis.
(d) Reserves
Capital reserves
Profits achieved in cash by selling investments and changes in fair value arising upon the revaluation of investments that remain
in the portfolio are all charged to the capital column of the Statement of Comprehensive Income and allocated to the capital
reserve.
Special distributable reserve
Following admission of the Company’s Ordinary Shares to trading on the London Stock Exchange, the Directors applied to
the Court to cancel the share premium account so as to create a new special distributable reserve which may be treated
as distributable reserves and out of which tender offers and share buybacks may be funded. This reserve may also be
used to fund dividend payments. In December 2023 the Board obtained approval from the High Court to transfer a further
£617,709,000 from the share premium account into the special distributable reserve.
The Company’s distributable reserves consist of the special distributable reserve, revenue reserve and capital reserve
attributable to realised profit.
72 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Capital redemption reserve
The capital redemption reserve reflects the nominal value of redeemed Ordinary Shares.
Share premium
The share premium account arose from the net proceeds of issuing new shares. The excess of the issue price of a share over
its nominal value is the share premium.
Revenue reserves
The revenue reserve reflects all income and expenditure recognised in the revenue column of the income statement and is
distributable by way of dividends.
(e) Expenses
All expenses are accounted for on an accruals basis. Expenses directly related to the acquisition or disposal of an investment
(transaction costs) are taken to the income statement as a capital item.
Expenses are recognised through the Statement of Comprehensive Income as revenue items except as follows:
Investment management fees
In accordance with the Company’s stated policy and the Directors’ expectation of the split of future returns, 80% of investment
management fees are charged as a capital item in the Statement of Comprehensive Income.
Finance costs
Finance costs include interest payable and direct loan costs. In accordance with Directors’ expectation of the split of future
returns, 80% of finance costs are charged as capital items in the Statement of Comprehensive Income. Loan arrangement
costs are amortised over the term of the loan.
(f) Cash and cash equivalents
Cash comprises cash at hand and on-demand deposits. Cash equivalents are short term (three months or less); highly liquid
investments that are readily convertible to known amounts of cash, are subject to insignificant risks of changes in value, and are
held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.
(g) Taxation
Irrecoverable taxation on dividends is recognised on an accruals basis in the Statement of Comprehensive Income.
Deferred taxation
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted
for using the statement of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Investment trusts which have approval as such under Section 1158 of
the Corporation Tax Act 2010 are not liable for taxation on capital gains in UK.
(h) Financial assets and financial liabilities
All financial assets and liabilities are recognised in the financial statements at fair value, with the exception of short-term assets
and liabilities, which are held at cost that approximates to fair value, and bank loans payable that are initially recognised at the
fair value of the consideration received, net of directly attributable costs, and subsequently recognised at amortised cost.
(i) Adoption of new IFRS standards
A number of new standards and amendments are effective for the annual periods beginning on or after 1 January 2023. None
of these have a material impact on the measurement of the amounts recognised in the financial statements of the Company.
Notes to the Financial Statements continued
73 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Financial Statements
(j) Future Developments in IFRS standards
A number of new standards and/or amendments to standards are effective for the annual periods beginning after 1 January
2024. None of these are expected to have a significant effect on the measurement of the amounts recognised in the financial
statements of the Company.
New standard and/or amendment Effective on or after
Amendments to IAS 1 Presentation of Financial Statements—Classification of Liabilities as Current or Non-current on or after
1 January 2024
01 January 2024
Amendments to IAS 1 Presentation of Financial Statements—Non-current Liabilities with Covenants 01 January 2024
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures—Supplier Finance Arrangements
01 January 2024
IFRS 18 Presentation and Disclosure in Financial Statements 01 January 2027
Amendments to IFRS 9 and IFRS 7—Amendments to the Classification and Measurement of Financial Instruments 01 January 2026
(k) Equity shares
The Company has treated the Ordinary Shares and Management Shares as equity in accordance with IAS 32 Financial
Instruments: Presentation, which classifies financial instruments into financial assets, financial liabilities and equity instruments.
Both share classes have an entitlement to the residual interest in the assets of the Company after deducting liabilities, suffice
that the Management Shares have no participation in any surplus beyond their paid up capital. The Management Shares are
not redeemable but the Ordinary Shares are subject to an annual redemption option at the discretion of the Directors. Ordinary
Shares participate in dividends and any other profits of the Company.
Redeemed Ordinary Shares are derecognised, and a liability recognised, once the redemption process has been completed,
and there is a legal obligation to cancel the shares. The nominal value of the redeemed Ordinary Shares is transferred to the
capital redemption reserve.
(l) Segmental reporting
The Board has considered the requirements of IFRS 8 – “Operating Segments”. The Company has entered into an Investment
Management Agreement with the Investment Manager under which the Investment Manager is responsible for the management
of the Company’s investment portfolio, subject to the overall supervision of the Board of Directors. Accordingly, the Board is
deemed to be the “Chief Operating Decision Maker” of the Company.
The Directors are of the opinion that the Company is engaged in a single segment of business being that of an investment trust,
as disclosed in note 1.
4. INVESTMENT HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
(a) Summary of valuation
As at
30 November
2024
£’000
30 November
2023
£’000
Investments held at fair value through profit or loss
– Listed overseas 417,790 696,916
Closing valuation 417,790 696,916
74 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
(b) Movements in valuation
£’000 £’000
Opening valuation 696,916 1,043,349
Opening unrealised losses on investments 287,597 131,376
Opening book cost 984,513 1,174,725
Additions, at cost 588,595 301,659
Disposals, at cost (1,101,985) (491,871)
Closing book cost 471,123 984,513
Revaluation of investments (53,333) (287,597)
Closing valuation 417,790 696,916
In respect of the investments sold during the year, they have been revalued over time and until they were sold any unrealised
gains/losses were included in the fair value of the investments. Total investments sold during the year ended 30 November
2024 amounted to £949,527,000 (30 November 2023: £533,108,000).
Transaction costs on investment purchases for the year ended 30 November 2024 amounted to £189,000 (30 November
2023: £90,000) and on investment sales for the financial year to 30 November 2024 amounted to £311,000 (30 November
2023: £167,000).
(c) Gains/(losses) on investments
£’000 £’000
Realised gains/(losses) on disposal of investments (152,958) 40,980
Movement in unrealised gains/(losses) on investments held 234,264 (150,606)
Total gains/(losses) on investments 81,306 (109,626)
Under IFRS 13 ‘Fair Value Measurement’, an entity is required to classify investments using a fair value hierarchy that reflects
the significance of the inputs used in making the measurement decision.
The following shows the analysis of financial assets recognised at fair value based on:
Level 1
The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.
Level 2
Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or
liability, either directly or indirectly.
Level 3
Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.
The classification of the Company’s investments held at fair value is detailed in the table below:
As at 30 November 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments at fair value through profit and loss 417,790 - - 417,790
As at 30 November 2023
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments at fair value through profit and loss 694,884 - 2,032 696,916
Notes to the Financial Statements continued
75 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Financial Statements
The level 3 investment comprises the Company’s holding in Venus MedTech, which was suspended from trading during the
prior year. For 2023, the board applied a discount taking into account the projected impact of the suspension on the price
movement, as well as other factors directly related to Venus MedTech. As at the 30 November 2024 year end the Board in
consultation with the AIFM’s Valuation Committee has decided to write down the investment to a nil valuation.
The movement in the Level 3 unquoted investments during the year is shown below:
As at
30 November
2024
£’000
30 November
2023
£’000
Opening balance as at 2,032 -
Transfers to level 3 during the year - 9,724
Revaluation losses on level 3 investments held (2,032) (7,692)
Closing valuation - 2,032
There were no transfers between levels during the year ended 30 November 2024 (30 November 2023: one)
5. INVESTMENT AND INTEREST INCOME
Year
ended
30 November
2024
£’000
Year
ended
30 November
2023
£’000
Income from investments
Overseas dividends 756 922
Other income:
Bank interest on deposits 2,275 1,547
Total income 3,031 2,469
6. INVESTMENT MANAGEMENT FEE
2024 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Management fee 1,256 5,022 6,278 1,559 6,236 7,795
The Company’s Investment Manager is Bellevue Asset Management (UK) Ltd (the “Investment Manager”). The Investment
Manager is entitled to receive a management fee payable monthly in arrears and calculated at the rate of one-twelfth of
0.95%per calendar month of market capitalisation. Market capitalisation means the average of the mid-market prices for
an Ordinary Share, as derived from the daily official list of the London Stock Exchange on each business day in the relevant
calendar month multiplied by the number of Ordinary Shares in issue on the last business day of the relevant calendar month
excluding any Ordinary Shares held in treasury.
There is no performance fee payable to the Investment Manager.
76 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
7. OTHER EXPENSES
2024
£’000
2023
£’000
Administration fees 255 259
Audit fees 66 53
Broker fees 51 6
Custody services 164 202
Directors’ fees 236 236
Printing fees 29 23
Registrar fees 95 85
Other operating expenses 239 226
Total 1,135 1,090
The audit fee for the current year comprises an additional non-recurring fee for procedures performed for the change of
administrator of £2,000 and £6,000 in relation to the additional procedures on the calculation of the Redemption Pool, this has
been recognised as a redemption cost in the special distributable reserve.
8. FINANCE COSTS
Year ended 30 November 2024
Revenue
£’000
Capital
£’000
Total
£’000
Loan interest 362 1,449 1,811
Other finance costs 5 20 25
Total 367 1,469 1,836
Year ended 30 November 2023
Revenue
£’000
Capital
£’000
Total
£’000
Loan interest 703 2,810 3,513
Other finance costs 107 430 537
Total 810 3,240 4,050
9. TAXATION
(a) Analysis of tax charge for the year:
Year ended 30 November 2024 Year ended 30 November 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Withholding tax expense 113 - 113 157 - 157
Total tax charge for the year 113 - 113 157 - 157
Notes to the Financial Statements continued
77 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Financial Statements
(b) Factors affecting the tax charge for the year:
The effective UK corporation tax rate for the year is 25% (2023: 23.00%). The tax charge differs from the charge resulting from
applying the standard rate of UK corporation tax for an investment trust company. The differences are explained below:
2024
Total
£’000
2023
Total
£’000
Operating profit/(loss) before taxation 73,847 (120,881)
UK Corporation tax at 25% (2023: 23.00%) 18,462 (27,803)
Effects of:
(Gains)/losses on investments not taxable (20,016) 25,395
Overseas dividends not taxable (189) (212)
Withholding tax expense 113 157
Unutilised excess expenses 1,743 2,620
Total tax charge for the year 113 157
The Company is not liable to tax on capital gains due to its status as an investment trust. The Company has a total gross tax
loss of £64,058,267 (2023: £53,398,267) and as a result an unrealised deferred tax asset of £16,014,567 (2023: 13,350,000)
based on the prospective UK corporation tax rate of 25%. This asset has accumulated because deductible expenses exceeded
taxable income for the year ended 30 November 2024. No asset has been recognised in the accounts because, given the
composition of the Company’s portfolio, it is not likely that this asset will be utilised in the foreseeable future.
10. RETURN PER SHARE
Return per share is based on the weighted average number of Ordinary Shares in issue during the year ended 30 November
2024 of 458,515,182 (30 November 2023: 548,691,353). Management Shares and shares held in treasury do not participate
in the profit or loss of the Company, hence they are not included in the calculation below.
As at 30 November 2024
Revenue Capital Total
Profit for the year (£’000) 160 73,574 73,734
Return per Ordinary Share (basic and diluted) 0.03p 16.05p 16.08p
As at 30 November 2023
Revenue Capital Total
Loss for the year (£’000) (1,147) (119,891) (121,038)
Loss per Ordinary Share (basic and diluted) (0.21)p (21.85)p (22.06)p
11. OTHER RECEIVABLES
As at
30 November
2024
£’000
As at
30 November
2023
£’000
Prepayments 41 46
VAT recoverable 26 28
Recoverable tax on dividend 35 37
Total 102 111
78 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
12. BANK LOANS
The Company has a multi-currency Revolving Credit Facility (“RCF”) with The Bank of Nova Scotia, London Branch. Under the
terms of the RCF, the Company could draw down loans up to an aggregate value of USD 280 million. On 24 October 2024 the
Company amended the RCF, under the terms of the amended RCF, the Company could draw down loans up to an aggregate
value of USD 100 million. The RCF was renewed in December 2024 and the Company amended the terms so that it could
draw down loans up to an aggregate value of USD 125 million. The facility will expire in December 2025.
As at 30 November 2024, the aggregate of loans draw down was £Nil (2023: £31,696,000).
A commitment fee is calculated at 0.35 per cent per annum, if the unutilised amount equals or exceeds 50 per cent of the total
commitment; or 0.45 per cent per annum if the unutilised amount is less than 50 per cent of the total commitment.
13. OTHER PAYABLES
As at
30 November
2024
£’000
As at
30 November
2023
£’000
Loan interest payable 89 26
Accrued expenses 945 736
Redemption payable 253,551 110,008
254,585 110,770
Redemption payable
On 14 October 2024 the Company announced that 163,834,887 Ordinary Share redemption requests had been received for
the 2024 redemption point (the “2024 Redemption”). The Board resolved to effect the 2024 Redemption using a redemption
pool to which the Company notionally divided its assets and liabilities into two pools, the redemption pool and continuing
pool. The value to be returned was determined to be the realisation value of the redemption pool assets, after deducting the
costs of the redemption, and a pro-rata share of the costs and expenses of the Company not attributable to a particular pool.
On 29November 2024 the calculated redemption price was 154.76 pence per share (including dividends and bank interest
received) and the 163,834,887 redeeming Ordinary Shares were cancelled with effect from 29 November 2024. As per IAS 32
and relevant accounting standards the redemption liability crystalised when the shares were cancelled and the former holders
of Redemption Shares are now creditors of the Company.
The 2023 redemption payable is in relation to the Company’s announcement on 3 November 2023 that valid redemption
requests in respect of 77,428,034 Ordinary Shares had been received for the 30 November 2023 redemption point. All
of these shares were redeemed and cancelled by the Company. The calculated redemption price was 142.07718 pence
pershare.
14. SHARE CAPITAL
As at 30 November 2024 As at 30 November 2023
No. of shares £’000 No. of shares £’000
Allotted, issued and fully paid:
Redeemable Ordinary Shares of 1p each (‘Ordinary Shares’) 283,369,891 2,834 462,588,550 4,626
Shares held in treasury 31,782,418 318 16,398,646 164
Management Shares of £1 each 50,001 13 50,001 13
Total 315,202,310 3,165 479,037,197 4,803
Notes to the Financial Statements continued
79 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Financial Statements
Share Movement
During the year to 30 November 2024, 15,383,772 Ordinary Shares (30 November 2023: 16,398,646) were bought back into
treasury through the Company’s share buyback programme.
2024 Redemption
The Company received redemption requests for 163,834,887 Ordinary shares in respect of the 2024 redemption offer which
represented 36.34% of the issued capital, see note 13 for further details. The 163,834,887 Ordinary Shares redeemed were
cancelled with effect from 29 November 2024.
15. DIVIDEND
Year ended 30 November 2024 Year ended 30 November 2023
Pence per
Ordinary
Share
Special
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Pence per
Ordinary
Share
Special
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Final dividend - 2022 - - - - 3.235p 17,775 - 17,775
Interim dividend - 2023 - - - - 2.995p 16,435 - 16,435
Final dividend - 2023 2.995p 13,846 - 13,846 - - - -
Interim dividend - 2024 2.520p 11,567 - 11,567 - - - -
Total 5.515p 25,413 - 25,413 6.230p 34,210 - 34,210
The dividend relating to the year ending 30 November 2024, which is the basis on which the requirements of Section 1159 of
the Corporation Tax Act 2010 are considered is detailed below:
Year ended 30 November 2024 Year ended 30 November 2023
Pence per
Ordinary
Share
Special
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Pence per
Ordinary
Share
Special
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Interim dividend – paid 2.520p 11,567 - 11,567 2.995p 16,435 - 16,435
Final dividend – payable/paid 2.520p 7,141 - 7,141 2.995p 13,855 - 13,855
Total 5.04p 18,708 - 18,708 5.990p 30,290 - 30,290
The Directors recommend the payment of a final dividend for the year of 2.52p per share. Subject to approval at the Company’s
Annual General Meeting, the dividend will have an ex-dividend date of 1 May 2025 and will be paid on 30 May 2025 to
shareholders on the register at 2 May 2025. The dividend will be funded from the Company’s distributable reserves as per the
table above.
16. NET ASSETS PER ORDINARY SHARE
Net assets per Ordinary Share as at 30 November 2024 is based on £437,300,000 of net assets of the Company attributable
to the 283,369,891 Ordinary Shares in issue (excluding treasury shares) as at 30 November 2024. £12,500 of net assets as at
30 November 2024 is attributable to the Management Shares.
17. RELATED PARTY TRANSACTIONS
Fees payable to the Investment Manager are shown in note 6. As at 30 November 2024, the fee outstanding to the Investment
Manager was £478,000 (30 November 2023: £461,000).
Directors’ fees paid during the year are disclosed within the Directors’ Remuneration Report on page 51. Fees payable as at
30 November 2024 were £Nil (2023: £39,383). The Directors’ shareholdings are disclosed in the Directors’ Remuneration
Implementation Report on page 52 in this Annual Report.
80 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
18. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURE
The Company is subject to a number of risks in relation to economic conditions and healthcare companies.
These risks are categorised as market risks, liquidity risks, currency risks, leverage risk, interest rate risk and credit risk. The
Board monitors closely the Company’s exposure to these risks but does so in order to reduce the likelihood of a permanent
reduction in the Company’s net assets rather than to minimise the short term volatility.
Further details on these risks and the management of these risks are included in the Directors’ report.
(i) Market risks
Market risk is the risk that the fair value or future cash flows of the Company’s financial assets and liabilities may fluctuate
because of changes in market prices.
The Company’s financial assets and liabilities at 30 November 2024 comprised:
2024 2023
Investments
Interest
bearing
£’000
Non-interest
bearing
£’000
Total
£’000
Interest
bearing
£’000
Non-interest
bearing
£’000
Total
£’000
Hong Kong - 5,819 5,819 2,032 2,032
Danish krone - 2,478 2,478 - -
US dollar - 409,493 409,493 694,884 694,884
Total investment - 417,790 417,790 696,916 696,916
Floating rate
Cash at bank 273,993 - 273,993 110,954 - 110,954
Short term debtors - 102 102 - 133 133
Bank loans payable-US dollar -
-
- (31,696) - (31,696)
Short term creditors - (254,585) (254,585) - (110,770) (110,770)
Total 273,993 (254,483) 19,510 79,258 (110,637) (31,379)
Market price risk sensitivity
The effect on the portfolio of a 10.0% increase or decrease in market prices would have resulted in an increase or decrease
of £41,779,000 (2023: £69,692,000) in the investments held at fair value through profit or loss at the period end, which is
equivalent to 9.6% (2023: 10.5%) in the net assets attributable to equity holders. This analysis assumes that all other variables
remain constant.
(ii) Liquidity risks
Liquidity risk is the risk that the Company will not be able to meet its obligations when due. There is a risk that the Company’s
holdings may not be able to be realised at reasonable prices in a reasonable timeframe.
Financial liabilities by maturity at the period end are shown below:
30 November
2024
£’000
30 November
2024
£’000
Within one month-purchases due for settlement and other payables (254,585) (110,770)
Between one and three months – Bank loans payable - (31,696)
Total (254,585) (142,466)
Notes to the Financial Statements continued
81 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Financial Statements
Management of liquidity risks
The Company will typically seek to maintain a high degree of liquidity in its portfolio holdings (such that a position could typically
be exited within 1 to 5 trading days, with minimal price impact) and as a consequence of the concentrated approach, it is
unlikely that a position will be taken in a company unless a minimum holding of 1.0 per cent of gross assets at the time of
investment can be achieved within an acceptable level of liquidity.
The Company’s Investment Manager monitors the liquidity of the Company’s portfolio on a regular basis. See note 12 for the
maturity profiles of the loans. Other payables are typically settled within a month.
(iii) Currency risks
Although the Company’s performance is measured in sterling, a high proportion of the Company’s assets may be either
denominated in other currencies or be in investments with currency exposure.
Currency sensitivity
The below table shows the strengthening/(weakening) of sterling against the local currencies over the financial year for the
Company’s financial assets and liabilities held at 30 November 2024.
30 November
2024
% change
Danish krone 3.91
Euro 3.84
Swiss franc 1.60
Hong Kong dollar 0.57
US dollar 0.89
Foreign currency risk profile
30 November 2024 30 November 2023
Investments
Investment
exposure
£’000
Net monetary
exposure
£’000
Total
currency
exposure
£’000
Investment
exposure
£’000
Net monetary
exposure
£’000
Total
currency
exposure
£’000
Danish krone 2,478 307 2,785 - - -
Euro - 3 3 - - -
Swiss franc - 4 4 - 6 6
Hong Kong dollar 5,819 21 5,840 2,032 - 2,032
US dollar 409,493 15,993 425,486 694,884 35,888 730,772
Total investment 417,790 16,328 434,118 696,916 35,894 732,810
82 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Based on the financial assets and liabilities at 30 November 2024 and all other things being equal, if sterling had weakened
against the local currencies by 10%, the impact on the Company’s net assets at 30 November 2024 would have been
as follows:
30 November
2024
£’000
30 November
2023
£’000
Danish krone 279 -
Swiss franc - 1
Hong Kong dollar 584 203
US dollar 42,549 73,077
Management of currency risks
The Company’s Investment Manager monitors the currency risk of the Company’s portfolio on a regular basis. Foreign currency
exposure is regularly reported to the Board by the Investment Manager.
Currency risk will not be hedged using any sort of foreign currency transactions, forward transactions or derivative instruments.
(iv) Leverage risks
The Company may use borrowings to seek to enhance investment returns. While the use of borrowings should enhance the
total return on the Ordinary Shares where the return on the Company’s underlying assets is rising and exceeds the cost of
borrowing, it will have the opposite effect where the return on the Company’s underlying assets is rising at a lower rate than the
cost of borrowing or falling, further reducing the total return on the Ordinary Shares. As a result, the use of borrowings by the
Company may increase the volatility of the Net Asset Value per Ordinary Share.
Any reduction in the carrying value of the Company’s investments may lead to a correspondingly greater percentage reduction
in its Net Asset Value (which is likely to adversely affect the price of an Ordinary Share). Any reduction in the number of Ordinary
Shares in issue (for example, as a result of buy backs or redemptions) will, in the absence of a corresponding reduction in
borrowings, result in an increase in the Company’s level of gearing.
To the extent that a fall in the carrying value of the Company’s investments causes gearing to rise to a level that is not
consistent with the Company’s gearing policy or borrowing limits, the Company may have to sell investments in order to reduce
borrowings, which may give rise to a loss of value compared to the book value of the investments, as well as a reduction in
income from investments.
The Company will pay interest on its borrowings. As such, the Company is exposed to interest rate risk due to fluctuations in
the prevailing market rates. As at 30 November 2024, the Company held cash balance of £274million (2023: £111million) of
which £254million (2023: £110million) were payable to Redeeming Shareholders, consequently the Company considers it to
bear no significant interest rate risk exposure.
As at the year end, the Company’s gearing ratio was nil (2023: 4.7%), based on the drawn down loans as a percentage of
gross asset value.
As at the year end, the Company did not hold any derivative instruments.
Management of leverage risks
Gearing will be deployed flexibly up to 20 per cent of the Net Asset Value, at the time of borrowing, although the Investment
Manager expects that gearing will, over the longer term, average between 5 and 10 per cent of the Net Asset Value.
In the event the 20 per cent limit is breached as a result of market movements, and the Board considers that borrowing
should be reduced, the Investment Manager shall be permitted to realise investments in an orderly manner so as not to
prejudice Shareholders.
Further details of the Company’s bank loans is disclosed in note 12.
Notes to the Financial Statements continued
83 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Financial Statements
(v) Interest rate risks
As at 30 November 2024 no loans were outstanding, and the Company had a cash balance of £274 million of which
£254million were payable to redeeming shareholders in December 2024. Consequently, the Company considers it to bear no
significant interest rate risk exposure.
(vi) Credit risks
Credit risk is the potential of a counterparty failing to meet its obligations in accordance with the agreed terms. Cash and other
assets that are required to be held in custody will be held by the depositary or its sub-custodians. Where the Company utilises
derivative instruments, it is likely to take a credit risk with regard to the parties with whom it trades and may also bear the risk of
settlement default.
Management of credit risks
The Company has appointed CACEIS Bank as its depositary. The Standard & Poor’s credit rating of CACEIS is A+ (2023: A+).
The credit rating of CACEIS was reviewed at the time of appointment and is reviewed on a regular basis by the Investment
Manager and/or the Board.
The Investment Manager monitors the Company’s exposure to its counterparties on a regular basis and trades in equities are
performed on a delivery versus payment basis.
The Company’s assets are segregated from those of the Depositary or any of its sub-custodians.
At 30 November 2024, the Depository held £417,790,000 (2023: £696,916,000) in respect of investments and £273,993,000
(2023: £110,954,000) in respect of cash on behalf of the Company.
(vii) Capital management policies and procedures
The Company considers its capital to consist of its share capital of Ordinary Shares of 1p each, Management Shares of
£1 each, and reserves totalling £437,300,000 (2023: £665,537,000) and bank loans payable £Nil (2023: £31,696,000).
The Company has a redemption facility through which Shareholders will be entitled to request the redemption of all or part of
their holding of Ordinary Shares on an annual basis. The redemption point for the Ordinary Shares was 29 November 2024 and
will be annual thereafter. The Redemption facility is entirely at the discretion of the Directors.
The Investment Manager and the Company’s broker monitor the demand for the Company’s shares and the Directors review the
position at Board meetings
Use of distributable reserves is disclosed in the footnote on the Statement of Changes in Equity on page 68.
The principal compliance required by the loan covenants at the year end were:
1. the borrower will not permit the adjusted asset coverage to be less than 3.50 to 1.00; and
2. the borrower will not permit the net asset value to be less than GBP 400,000,000 at any time.
Following the renewal of the RCF the loan covenants from December 2024 are:
1. the borrower will not permit the adjusted asset coverage to be less than 3.50 to 1.00; and
2. the borrower will not permit the net asset value to be less than GBP 250,000,000 at any time.
19. POST BALANCE SHEET EVENTS
The 2024 redemption liability was paid on 20 December 2024 with the redeeming shareholders being paid 154.76 pence per
cancelled share with a total of £253,550,871 being paid.
Bellevue Healthcare Trust plc Annual Report and Accounts 202484
DISCOUNT
The amount, expressed as a percentage, by which the share price is less than the Net Asset Value per Ordinary Share.
As at 30 November 2024 Page £’000
NAV per Ordinary Share (pence) a
1
154.32
Share price (pence) b 141.20
Discount (b÷a)-1 -8.5%
LEVERAGE
An alternative word for “Gearing”.
Under AIFMD, leverage is any method by which the exposure of an AIF is increased through borrowing of cash or securities or
leverage embedded in derivative positions.
Under AIFMD, leverage is broadly similar to gearing, but is expressed as a ratio between the assets (excluding borrowings)
andthe net assets (after taking account of borrowing). Under the gross method, exposure represents the sum of the
Company’s positions after deduction of cash balances, without taking account of any hedging or netting arrangements.
Underthe commitment method, exposure is calculated without the deduction of cash balances and after certain hedging
andnetting positions are offset against each other.
ONGOING CHARGES
A measure, expressed as a percentage of average daily net assets, of the regular, recurring annual costs of running an
investment company.
As at 30 November 2024 Page £
Average NAV a n/a 722,068,747
Annualised expenses b n/a 7,412,000
Ongoing charges (b÷a) 1.03%
TOTAL RETURN
A measure of performance that includes both income and capital returns. This takes into account capital gains and
reinvestment of dividends paid out by the Company into the Ordinary Shares of the Company on the ex-dividend date.
As at 30 November 2024
Page Share price NAV
Opening at 1 December 2023 (p) a n/a 129.00 143.87
Closing at 30 November 2024 (p) b
1
141.20 154.32
Price movement (b÷a)-1 c n/a 9.5% 7.3%
Dividend reinvestment d n/a 4.2% 3.8%
Total return (c+d)
13.7% 11.1%
n/a = not applicable.
Alternative Performance Measures
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 85
Other Information
Glossary
American Depositary Receipt or
“ADR”
A negotiable certificate issued by a U.S. bank representing a specified number of shares in a foreign
stock traded on a U.S. exchange.
AIC Association of Investment Companies.
Alternative Investment Fund or “AIF” An investment vehicle under AIFMD. Under AIFMD (see below) the Company is classified as an AIF.
Alternative Investment Fund
Managers Directive or “AIFMD”
A European Union directive which came into force on 22 July 2013 and has been implemented in
the UK and remains in force post BREXIT.
Annual General Meeting or “AGM” A meeting held once a year which Shareholders can attend and where they can vote on resolutions
to be put forward at the meeting and ask Directors questions about the company in which they are
invested.
CFD or Contract for Difference A financial instrument, which provides exposure to an underlying equity with the provider financing
the cost to the buyer with the buyer receiving the difference of any gain or paying for any loss.
Custodian An entity that is appointed to safeguard a company’s assets.
Discount The amount, expressed as a percentage, by which the share price is less than the net asset value
per share. The discount is calculated on the closing share price.
Depositary Under AIFMD the depositary is appointed under a strict liability regime to oversee inter alia,
thosecharged with safekeeping of the Company’s assets and cash monitoring.
Dividend Income receivable from an investment in shares.
ESG Environmental, social and governance
Ex-dividend date The date from which you are not entitled to receive a dividend which has been declared and is due
to be paid to Shareholders.
Financial Conduct Authority or
“FCA”
The independent body that regulates the financial services industry in the UK.
Gearing A term used to describe the extent that a portfolio has increased in size as a way to magnify income
and capital returns, but which can also magnify losses. A bank loan is a common method of
gearing.
Gross assets The Company’s total assets adjusted for any leverage amount (outstanding bank loan).
Index An independent Market tool which is used to compare performance across different investment
companies and funds. It quantifies performance of a basket of stocks which is considered to
replicate a particular stock market or sector.
Investment company A company formed to invest in a diversified portfolio of assets.
Investment Trust An investment company which is based in the UK and which meets certain tax conditions
which enables it to be exempt from UK corporation tax on its capital gains. The Company is an
investmenttrust.
Large-Cap A Company with a market capitalisation above $10 billion.
Bellevue Healthcare Trust plc Annual Report and Accounts 202486
Leverage An alternative word for “Gearing”.
Under AIFMD, leverage is any method by which the exposure of an AIF is increased through
borrowing of cash or securities or leverage embedded in derivative positions.
Under AIFMD, leverage is broadly similar to gearing, but is expressed as a ratio between the assets
(excluding borrowings) and the net assets (after taking account of borrowing). Under the gross
method, exposure represents the sum of the Company’s positions after deduction of cash balances,
without taking account of any hedging or netting arrangements. Under the commitment method,
exposure is calculated without the deduction of cash balances and after certain hedging and netting
positions are offset against each other.
Liquidity The extent to which investments can be sold at short notice.
Management Shares Non-redeemable preference shares of £1.00 each in the capital of the Company.
Mega-Cap A Company with a market capitalisation above $50 billion.
Mid-Cap A Company with a market capitalisation between $2 and $10 billion.
Net assets An investment company’s assets less its liabilities.
Net asset value (“NAV”) per Ordinary
Share
Net assets divided by the number of Ordinary Shares in issue (excluding any shares held in treasury).
OECD The Organisation for Economic Co-operation and Development is an intergovernmental organisation
with 38 member countries.
Ongoing charges ratio A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs
of running an investment company.
Ordinary Shares The Company’s redeemable Ordinary Shares of 1p each.
Portfolio A collection of different investments held in order to deliver returns to Shareholders and to
spreadrisk.
Premium The amount, expressed as a percentage, by which the share price is more than the net asset value
per share.
Redemption Facility The facility of the Company for the redemption of Ordinary Shares as set out in the Articles.
Redemption Point 5.00 p.m. on the last Business Day in November each year (or such other date and/or time as the
Directors may determine), on which date holders of Ordinary Shares which have submitted valid
Redemption Requests to have their Ordinary Shares redeemed will be considered for redemption
atthe discretion of the Board.
Redemption Request A written notice to the Company to redeem Ordinary Shares in the form from time to time prescribed
by the Company.
Share buyback A purchase of a company’s own shares. Shares can either be bought back for cancellation or held
in treasury.
Share price The price of a share as determined by a relevant stock market.
Small-Cap A Company with a market capitalisation less than $2 billion.
Total return A measure of performance that takes into account both income and capital returns. This may take
into account capital gains, dividends, interests and other realised variables over a given period
oftime.
Treasury shares A company’s own shares which are available to be sold by a company to raise funds.
Volatility A measure of how much a share moves up and down in price over a period of time.
Glossary continued
87 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Other Information
Template periodic disclosure for the financial products referred to in Article 8, paragraphs 1, 2 and
2a, of Regulation (EU) 2019/2088 and Article 6, first paragraph, of Regulation (EU) 2020/852
ANNEX IV – periodic report as per November 30, 2024
Name of product: Bellevue Healthcare Trust
Corporate identifyer (LEI): 213800HQ3J3H9YF2UI82
ENVIRONMENTAL AND/OR SOCIAL CHARACTERISTICS
Did this financial product have a sustainable investment objective?
Yes
6
No
It made sustainable investments with an
environmental objective: %
in economic activities that qualify as
environmentally sustainable under the
EU Taxonomy
in economic activities that do not qualify
as environmentally sustainable under
the EU Taxonomy
6
It promoted Environmental/Social (E/S)
characteristics and while it did not have
as its objective a sustainable investment,
it had a proportion of 75,8% of sustainable
investments
with an environmental objective in
economic activities that qualify as
environmentally sustainable under the
EU Taxonomy
6
with an environmental objective in
economic activities that do not qualify
as environmentally sustainable under
the EU Taxonomy
6
with a social objective
It made sustainable investments with a
social objective: %
It promoted E/S characteristics, but did not
make any sustainable investments
To what extent were the environmental and/or social characteristics promoted
by this financial product met?
The investment strategy takes into account social, environmental as well as governance-related
characteristics (ESG) as part of the implementation of its investment objectives, in accordance
with the provisions of Article 8 of the EU Disclosure Regulation 2019/2088 (EU SFDR). These
mainly include the following elements: Exclusion of serious violations of global norms, value-based
exclusions based on revenue thresholds, ESG integration into fundamental company analysis, ESG
stewardship through constructive company dialogue (engagement), and exercise of voting rights
(proxy voting).
Sustainable investment
means an investment
in an economic activity
that contributes to an
environmental or social
objective, provided that
the investment does not
significantly harm any
environmental or social
objective and that the
investee companies
follow good governance
practices.
The EU Taxonomy is a
classification system laid
down in Regulation (EU)
2020/852, establishing a
list of environmentally
sustainable economic
activities. That
Regulation does not
include a list of socially
sustainable economic
activities. Sustainable
investments with an
environmental objective
might be aligned with the
Taxonomy or not.
Annex I – Article 8 Periodic Disclosures
88 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Annex I – Article 8 Periodic Disclosures continued
How did the sustainability indicators perform?
The sustainability indicators are represented by the minimum exclusion criteria, by ESG integration
and by Stewardship (engagement and proxy voting) activities specified in the mandatory elements
of the investment strategy. The mandatory exclusion criteria applied were checked by the
investment monitoring system/portfolio management system and were complied with at all times.
A Global Norms: none of the portfolio companies exhibited very severe controversies (MSCI ESG
Fail status) against UN Global Compact, UN Guiding Principles on Business and Human Rights
and Standards and Rights of the International Labour Organization (ILO 1 + 2).
B Value-based exclusions: all portfolio companies were within the permissible revenue
tolerances. Find below the value-based exclusions overview as per November 30, 2024:
Value based exclusions
Criteria
Revenue
tolerance
Number of
companies involved
(within tolerance)
Aggr. weight of
companies involved
(within tolerance)
in %
Controversial weapons 0.0% 0 0.0%
Conventional weapons 2.0% 0 0.0%
Thermal coal 2.0% 0 0.0%
Other fossil fuels 2.0% 0 0.0%
Nuclear power 2.0% 0 0.0%
Palm oil 5.0% 0 0.0%
Responsible mineral sourcing 2.0% 0 0.0%
Environmentally damaging agricultural chemicals 10.0% 0 0.0%
Alcohol production (beverages) 2.0% 0 0.0%
Production of tobacco 2.0% 0 0.0%
Sale of tobacco 10.0% 0 0.0%
Cannabis-based products
1)
n/a 0 0.0%
Pornography 2.0% 0 0.0%
Gambling 2.0% 0 0.0%
Predatory lending practices 2.0% 0 0.0%
Animal testing and welfare
2)
n/a 0 0.0%
Genetic research
3)
n/a 0 0.0%
Use of embryonic stem cells n/a 0 0.0%
1) We may invest in holdings that offer therapeutic products derived from, or containing cannabinoids. However, the investment
manager would not knowingly invest into production or supply of recreational cannabis products.
2) Pre-clinical testing in animals are integral and legally required for approving medicines. We limit our focus to ensuring that
investee companies adhere to the highest standards of welfare in respect of the animals.
3) We do not consider this to be controversial, as long as research follows accepted ethical guidelines and is appropriately
supervised.
C ESG integration: Based on the premise that sustainability risks can have a negative impact
on returns, the aim of ESG integration is to identify and address such risks within the scope of the
investment process. The data gained through ESG screening is also used by the asset manager to
anticipate new developments with respect to sustainability and to incorporate these findings into its
investment decisions. As per November 30, 2024, the fund exhibited following ESG rating profile:
Sustainability
indicators measure
how the environmental
or social characteristics
promoted by the financial
product are attained.
89 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Other Information
MSCI ESG rating distribution (portfolio)
ESG research coverage
ESG Rating 93.0%
ESG Carbon Data 93.0%
ESG Net Alignment Scores (SDG) 93.0%
UN Global Compact 93.0%
UNGPs (Human Rights) 93.0%
ILO Set of Standards 93.0%
D Stewardship: For the year from December 1, 2023 until November 30, 2024, the fund executed
its voting rights for 35 companies or 100% of the portfolio holdings and formally engaged with
selected companies on ESG. From 297 votable items we voted on 296 items whereof we voted in
94.6% FOR, in 4.4% AGAINST and in 1% WITHHOLD the proposals.
What were the objectives of the sustainable investments that the financial
product partially made and how did the sustainable investment contribute
to such objectives?
The goals of sustainable investments are to positively contribute to at least one of the 17 United
Nations Sustainable Development Goals (UN SDGs). The MSCI ESG Rating and MSCI UN SDG
Alignment Score methodologies allow an investment to qualify as sustainable under the provisions
of Article 2(17) of the EU SFDR.
As per end of the reporting period, the fund’s holdings exhibited on aggregate a positive alignment
to following UN SDGs (highlighted in color):
Principal adverse
impacts are the most
significant negative
impacts of investment
decisions on sustainability
factors relating to
environmental, social
and employee matters,
respect for human rights,
anti-corruption and anti-
bribery matters.
90 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Annex I – Article 8 Periodic Disclosures continued
How did the sustainable investments that the financial product partially
made not cause significant harm to any environmental or social
sustainable investment objective?
The sustainable investments must not significantly harm (DNSH) any of the 17 United
Nations Sustainable Development Goals (UN SDGs). Therefore we currently use the
so-called UN SDG Alignment Score methodology provided by MSCI ESG. The scale for
the SDG Alignment Score ranges from -10.0 to +10.0. A company that shows a positive
contribution to at least one of the 17 UN SDGs (i.e. MSCI ESG UN SDG Net Alignment
Score >=2.0) must not show a negative contribution to any other UN SDG (i.e. MSCI ESG
UN SDG Net Alignment Score <-2.0). Furthermore, the issuers must exhibit at least an
MSCI ESG rating of BB (“Good Governance”). All holdings that contribute positively to UN
SDGs are simultaneously tested on DNSH and good governance. BAM Risk Management
and BAM Product Management perform regular portfolio checks (at least quarterly) to
ensure that sustainable investments comply with DNSH and Good Governance.
How were the indicators for adverse impacts on sustainability factors
taken into account?
The adverse impact indicators were considered within the minimum exclusion criteria
(no serious violations of UN Global Compact, UN Guiding Principles on Business
and Human Rights Compliance and standards and rights of the International Labor
Organisation). This was implicitly accompanied by consideration of PAIs No.4 (investment
in fossil fuel companies), No.10 (violations of the UNGC Principles and the Organization for
Economic Co-operation and Development (OECD) Guidelines for Multinational Enterprises),
and No.14 (engagement in controversial weapons (anti-personnel mines, cluster munitions,
chemical and biological weapons). Furthermore, No.3 (GHG intensity), No.8 (water
emissions) and No.9 (hazardous waste) were explicitly considered as separate criteria.
PAI No. 1 (GHG emissions) and No. 2 (GHG footprint) are included in the MSCI ESG overall
rating with different weightings depending on the industry relevance and were thus implicitly
taken into account via the MSCI ESG minimum rating of “BB” per issuer.
Were sustainable investments aligned with the OECD Guidelines for
Multinational Enterprises and the UN Guiding Principles on Business and
Human Rights? Details:
The OECD Guidelines were taken into account as part of the minimum exclusion criteria
(noserious violations of UN Global Compact, UN Guiding Principles on Business
and Human Rights Compliance and standards and rights of the International Labor
Organisation). In addition to data from MSCI ESG Research, public company data, broker
research and specific exchanges with companies were also used to assess sustainability.
91 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Other Information
The EU Taxonomy sets out a “do no significant harm” principle by which Taxonomy-aligned
investments should not significantly harm EU Taxonomy objectives and is accompanied by
specific Union criteria.
The “do no significant harm” principle applies only to those investments underlying the financial
product that take into account the EU criteria for environmentally sustainable economic
activities. The investments underlying the remaining portion of this financial product do not take
into account the EU criteria for environmentally sustainable economic activities.
Any other sustainable investments must also not significantly harm any environmental or social
objectives.
How did this financial product consider principal adverse impacts on
sustainability factors?
The main adverse impacts of investment decisions on sustainability factors (PAIs) were taken into
account in the “minimum exclusion criteria” mentioned in the context of the mandatory elements
of the investment strategy and at least for the proportion of the fund assets categorized as
“investments with sustainable characteristics” and as “sustainable investments”. This was implicitly
accompanied by the consideration of PAIs No.4 (investment in fossil fuel companies), No.10
(violations of UNGC principles and of the Organization for Economic Cooperation and Development
(OECD) Guidelines for Multinational Enterprises) and No.14 (engagement in controversial weapons
(anti-personnel mines, cluster munitions, chemical and biological weapons). Furthermore, No.3
(GHG intensity), No.8 (water emissions) and No.9 (hazardous waste) were explicitly considered as
separate criteria. PAI No. 1 (GHG emissions) and No. 2 (GHG footprint) were included in the MSCI
ESG overall rating with different weightings depending on the industry relevance and were thus
implicitly taken into account via the MSCI ESG minimum rating of BB per issuer.
What were the top investments of this financial product?
NAME AVG WGT IN % COUNTRY SECTOR
TANDEM DIABETES CARE INC 6.58 UNITED STATES Health Care
CAREDX INC 6.10 UNITED STATES Health Care
EXACT SCIENCES CORP 5.88 UNITED STATES Health Care
INSMED INC 5.21 UNITED STATES Health Care
EVOLENT HEALTH INC-A 5.13 UNITED STATES Health Care
OPTION CARE HEALTH INC 5.1 UNITED STATES Health Care
AXSOME THERAPEUTICS INC 4.76 UNITED STATES Health Care
CHARLES RIVER LABORATORIES 4.39 UNITED STATES Health Care
UNITED HEALTH GROUP INC 4.28 UNITED STATES Health Care
BIO-RAD LABORATORIES-A 4.11 UNITED STATES Health Care
DEXCOM INC 3.66 UNITED STATES Health Care
SAREPTA THERAPEUTICS INC 3.28 UNITED STATES Health Care
INTUITIVE SURGICAL INC 3.23 UNITED STATES Health Care
CASTLE BIOSCIENCES INC 3.10 UNITED STATES Health Care
INSPIRE MEDICAL SYSTEMS INC 3.03 UNITED STATES Health Care
Above data has been compiled based on daily closing prices and averaged for the reference
period. Classification of securities including Sector and Country are determined as at the last day
of the reference period.
The list includes the
investments constituting
the greatest proportion
of investments of
the financial product
during the reference
period which is from
December 1, 2023 until
November 30, 2024
Asset allocation
describes the share of
investments in specific
assets.
92 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Annex I – Article 8 Periodic Disclosures continued
What was the proportion of sustainability-related investments?
What was the asset allocation?
Investments
#1 Aligned with E/S
characteristics
#1A Sustainable
#1B Other E/S
characteristics
#2 Other
#1 Aligned with E/S characteristics includes the investments of the financial product used to
attain the environmental or social characteristics promoted by the financial product.
#2 Other includes the remaining investments of the financial product which are neither aligned
with the environmental or social characteristics, nor are qualified as sustainable investments.
The category #1 Aligned with E/S characteristics covers:
– The sub-category #1A Sustainable covers environmentally and socially sustainable
investments.
– The sub-category #1B Other E/S characteristics covers investments aligned with the
environmental or social characteristics that do not qualify as sustainable investments.
93 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Other Information
As per end of the reporting period, the fund exhibited following asset allocation according to
EU SFDR:
In which economic sectors were the investments made?
During the reporting period, the fund was invested in the following economic sectors:
SECTOR SUB-SECTOR AVG WGT IN %
Health Care
Biotechnology 23.3%
Health Care Equipment & Supplies 26.0%
Health Care Providers & Services 21.2%
Health Care Technology 5.1%
Life Sciences Tools & Services 10.9%
Pharmaceuticals 10.8%
other (Cash) 2.7%
Total 100.0%
Above data has been calculated based on daily closing prices and averaged for the reference
period. Classification of securities including Sector and Country are determined as at the last day
of the reference period.
During the period under review, the fund was not investing in companies, that derive revenues from
exploration, mining, extraction, production, processing, storage, refining or distribution, including
transportation, storage and trade, of fossil fuels as defined in Article 2, point (62), of Regulation
(EU) 2018/1999 of the European Parliament and of the Council.
To what extent were the sustainable investments with an environmental
objective aligned with the EU Taxonomy?
The main objective of this fund is to achieve long-term capital growth by considering E/S
characteristics. Therefore, this sub-fund does not currently commit to invest a minimum proportion
of its total assets in environmentally sustainable economic activities as defined in Article 3 of the
EU Taxonomy Regulation (2020/852). This also concerns information on investments in economic
activities that are classified as enabling or transitional activities pursuant to Article 16 or 10(2) of the
EU Taxonomy Regulation (2020/852).
To comply with the EU
Taxonomy, the criteria
for fossil gas include
limitations on emissions
and switching to fully
renewable power or
low-carbon fuels by the
end of 2035. For nuclear
energy, the criteria
include comprehensive
safety and waste
management rules.
Enabling activities
directly enable other
activities to make a
substantial contribution
to an environmental
objective.
Transitional activities
are activities for which
low-carbon alternatives
are not yet available
and among others have
greenhouse gas emission
levels corresponding to
the best performance.
94 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Annex I – Article 8 Periodic Disclosures continued
Did the financial product invest in fossil gas and/or nuclear energy related
activities complying with the EU Taxonomy
1
?
Yes:
In fossil gas
In nuclear energy
X
No
The graphs below show in green the percentage of investments that were aligned with
the EU Taxonomy. As there is no appropriate methodology to determine the taxonomy-
alignment of sovereign bonds*, the first graph shows the Taxonomy alignment in
relation to all the investments of the financial product including sovereign bonds, while
the second graph shows the Taxonomy alignment only in relation to the investments of
the financial product other than sovereign bonds.
The graphs below show in green the percentage of investments that were aligned with the EU Taxonomy.
As there is no appropriate methodology to determine the taxonomy-alignment of sovereign bonds*, the
first graph shows the Taxonomy alignment in relation to all the investments of the financial product
including sovereign bonds, while the second graph shows the Taxonomy alignment only in relation to the
investments of the financial product other than sovereign bonds.
* For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures.
x%
x%
x%
x%
x%
x%
x%
x%
100%
100%
100%
OpEx
CapEx
Turnover
0% 50% 100%
1. Taxonomy-alignment of investments
including sovereign bonds*
Taxonomy-aligned: Fossil gas
Taxonomy-aligned: Nuclear
Taxonomy-aligned (no gas and nuclear)
Non Taxonomy-aligned
0%
0%
0%
x%
x%
x%
x%
x%
x%
x%
x%
x%
100%
100%
100%
OpEx
CapEx
Turnover
0% 50% 100%
2. Taxonomy-alignment of investments
excluding sovereign bonds*
Taxonomy-aligned: Fossil gas
Taxonomy-aligned: Nuclear
Taxonomy-aligned (no gas and nuclear)
Non Taxonomy-aligned
0%
0%
0%
This graph represents 100% of the total investments.
* For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures.
What was the share of investments made in transitional and enabling
activities?
Transitional activities 0%; enabling activities 0%
Taxonomy-aligned
activities are expressed
as a share of:
– turnover reflecting
the share of revenue
from green activities of
investee companies.
– capital expenditure
(CapEx) showing the
green investments
made by investee
companies, e.g. for a
transition to a green
economy.
– operational
expenditure (OpEx)
reflecting green
operational activities of
investee companies.
are sustainable
investments with an
environmental objective
that do not take into
account the criteria
for environmentally
sustainable economic
activities under
Regulation (EU)
2020/852.
1
Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contribute to limiting climate
change (“climate change mitigation”) and do not significantly harm any EU Taxonomy objective - see explanatory note in the
left hand margin. The full criteria for fossil gas and nuclear energy economic activities that comply with the EU Taxonomy are
laid down in Commission Delegated Regulation (EU) 2022/1214.
95 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Other Information
What was the share of sustainable investments with an environmental objective
not aligned with the EU Taxonomy?
Sustainable investments are assessed on the basis of their contributions to the 17 United Nations
Sustainable Development Goals (SDGs). As those encompass environmental as well as social
objectives, a separate minimum quota for E and S cannot be set. Per end of the period under
review the fund held 75.8% sustainable investments whereas the total share of sustainable
investments in relation to environmental goals of the fund was 5.6%.
What was the share of socially sustainable investments?
Sustainable investments are assessed on the basis of their contributions to the 17 United Nations
Sustainable Development Goals (SDGs). As those encompass environmental as well as social
objectives, a separate minimum quota for E and S cannot be set. Per end of the period under
review the fund held 75.8% sustainable investments whereas the total share of sustainable
investments in relation to social goals of the fund was 70.2%.
What investments were included under “other”, what was their purpose and
were there any minimum environmental or social safeguards?
Hedging instruments, investments for diversification purposes, investments for which no data are
available, or cash for liquidity management.
What actions have been taken to meet the environmental and/or social
characteristics during the reference period?
BAM Risk Management and BAM Product Management was periodically checking the portfolios
against compliance with our BAM Exclusion list which considers global norms and value-based
norms compliance. Moreover, the fund was investing at least 75% of its portfolio in stocks with
MSCI ESG rating of at least BB or higher in order to be qualified as an investment with ESG
characteristics. With regards to its positive contributions to UN SDGs the fund was investing at
least 25% of its portfolio in stocks with a positive alignment to at least one UN SDG (incl. DNSH
and good governance). As mentioned above, selected companies were subject of an engagement
process and the fund voted for 100% of its holdings.
How did this financial product perform compared to the reference benchmark?
No reference benchmark is defined for the measurement of its ESG characteristics.
?
?
?
?
?
96 Bellevue Healthcare Trust plc Annual Report and Accounts 2024
Annex I – Article 8 Periodic Disclosures continued
How does the reference benchmark differ from a broad market index?
N/A
How did this financial product perform with regard to the sustainability
indicators to determine the alignment of the reference benchmark with
the environmental or social characteristics promoted?
N/A
How did this financial product perform compared with the reference
benchmark?
N/A
How did this financial product perform compared with the broad market
index?
N/A
Reference benchmarks
are indexes to measure
whether the financial
product attains the
environmental or social
characteristics that they
promote.
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 97
Other Information
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of
Bellevue Healthcare Trust plc will be held on 23 April 2025
at 12 noon at the offices of Stephenson Harwood LLP
at1Finsbury Circus, London EC2M 7SH, United Kingdom
for the following purposes:
To consider and if thought fit pass the following resolutions
of which resolutions 1 to 12 will be proposed as ordinary
resolutions and resolutions 13 to 15 will be proposed as
special resolutions.
ORDINARY RESOLUTIONS
1. To receive the Company’s Annual Report and Accounts
for the year ended 30 November 2024, with the reports
of the Directors and auditors thereon.
2. To approve the Directors’ Remuneration Implementation
Report included in the Annual Report for the year ended
30 November 2024.
3. To re-elect Josephine Dixon as a Director of the
Company.
4. To re-elect Tony Young as a Director of the Company.
5. To re-elect Kate Bolsover as a Director of the Company.
6. To elect Clare Brady as a Director of the Company.
7. To elect Sarah MacAulay as a Director of the Company.
8. To reappoint Ernst & Young LLP as auditors to the Company.
9. To authorise the Directors to fix the remuneration of the
auditors until the conclusion of the next Annual General
Meeting of the Company.
10. To approve a final dividend of 2.52p per Ordinary
Share of the Company in respect of the year ended
30November 2024.
11. That the proposed investment policy set out on pages
18 to 20 of the Annual Report for the year ended
30November 2024, be and is hereby adopted as the
investment policy of the Company to the exclusion of
the existing investment policy of the Company.
12. That the Directors be and are hereby generally
and unconditionally authorised in accordance with
section 551 of the Companies Act 2006 (the “Act”) (in
substitution for all subsisting authorities to the extent
unused) to exercise all the powers of the Company to
allot up to 24,180,403 Ordinary Shares of 1p each in
the capital of the Company (“Ordinary Shares”), such
authority to expire (unless previously varied, revoked
or renewed by the Company in general meeting) at
the conclusion of the Annual General Meeting of the
Company to be held in 2026 or, if earlier, on the expiry
of 15 months from the passing of this resolution, save
that the Company may, at any time prior to the expiry of
such authority, make an offer or enter into an agreement
which would or might require the allotment of shares
in pursuance of such an offer or agreement as if such
authority had not expired.
SPECIAL RESOLUTIONS
13. That, subject to the passing of resolution 12,
in substitution for any existing power under sections 570
and 573 of the Act but without prejudice to the exercise
of any such power prior to the date hereof, the Directors
be and are hereby empowered (pursuant to sections
570 and 573 of the Act) to allot Ordinary Shares for
cash pursuant to the authority referred to in Resolution
12 above and to sell Ordinary Shares from treasury for
cash as if section 561 of the Act did not apply to any
such allotment or sale, provided that this authority shall
be limited to the allotment or sale of up to 24,180,403
Ordinary Shares, such power to expire (unless previously
varied, revoked or renewed by the Company in general
meeting) at the conclusion of the Annual General
Meeting of the Company to be held in 2026 or, if earlier,
on the expiry of 15 months from the passing of this
resolution, save that the Company may, at any time
prior to the expiry of such power, make an offer or enter
into an agreement which would or might require equity
securities to be allotted or sold from treasury after the
expiry of such power, and the Directors may allot or sell
from treasury equity securities in pursuance of such an
offer or an agreement as if such power had not expired.
14. That the Company be and is hereby generally and
unconditionally authorised in accordance with section
701 of the Act to make market purchases (within the
meaning of section 693(4) of the Act) of its Ordinary
Shares, provided that:
a) the maximum number of Ordinary Shares hereby
authorised to be purchased shall be 36,246,425
(representing 14.99% of the Company’s issued
Ordinary Share capital (excluding shares held in
treasury) at the date of the notice of this meeting)
or, if different, such amount as represents 14.99%
of the Company’s issued share capital (excluding
shares held in treasury) at the date of the passing of
this resolution;
Bellevue Healthcare Trust plc Annual Report and Accounts 202498
b) the minimum price (exclusive of any expenses)
which may be paid for an Ordinary Share is 1p;
c) the maximum price (excluding expenses) which
may be paid for an Ordinary Share is not more
than the higher of (i) 5% above the average of the
middle market quotations for the Ordinary Shares
for the five business days immediately before
the day on which it purchases that share and
(ii) the higher of the price of the last independent
trade and the highest current independent bid for
the Ordinary Shares;
d) the authority hereby conferred shall expire at the
conclusion of the Annual General Meeting of
the Company to be held in 2026 or, if earlier, on
the expiry of 15months from the passing of this
resolution, unless such authority is renewed prior to
such time; and
e) the Company may make a contract to purchase
Ordinary Shares under the authority hereby
conferred prior to 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 Ordinary Shares pursuant to any
such contract.
15. That a general meeting of the Company other than an
Annual General Meeting may be called on not less than
14 clear days’ notice, provided that this authority shall
expire at the conclusion of the Company’s next Annual
General Meeting after the date of the passing of this
resolution.
Registered office:
4th Floor
46-48 James Street
London
W1U 1EZ
By order of the Board
NSM Funds (UK) Limited
Company Secretary
14 March 2025
Notice of Annual General Meeting continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 99
Other Information
Notes to Notice of Annual General
Meeting
WEBSITE ADDRESS
1. Information regarding the meeting, including the information
required by section 311A of the Companies Act 2006,
is available from www.bellevuehealthcaretrust.com.
ENTITLEMENT TO ATTEND AND VOTE
2. Only those holders of Ordinary Shares registered on the
Company’s register of members at close of business on
17 April 2025 or, if this meeting is adjourned, at close of
business on the day two days (excluding non-working
days) prior to the adjourned meeting, shall be entitled to
vote at the meeting.
Should a shareholder have a question that they would like
to raise at the AGM, either of the Board or the Investment
Manager, the Board would ask that they either ask the
question in advance of the AGM by sending it by email
to info@bellevuehealthcaretrust.com or attending
the AGM and asking the question at the meeting at
the appropriate time. Answers to all questions will be
published on the Company’s website after the AGM.
In the case of joint holders of a voting right, the vote of
the senior who tenders a vote shall be accepted to the
exclusion of the votes of the other joint holders and, for
this purpose, seniority shall be determined by the order
in which the names stand in the Register of Members in
respect of the joint holding.
APPOINTMENT OF PROXIES
3. Pursuant to Section 324 of the Companies Act 2006,
a member entitled to attend and vote at the meeting may
appoint more than one proxy, provided that each proxy
is appointed to exercise the rights attached to different
shares held by him. A proxy need not be a member of
theCompany.
If Shareholders are not attending the AGM, Shareholders
are strongly urged to appoint the Chairman as their proxy
to vote on their behalf.
PROXIES’ RIGHTS TO VOTE
4. On a vote on a show of hands, each proxy has one vote.
If a proxy is appointed by more than one member and all
such members have instructed the proxy to vote in the
same way, the proxy will only be entitled, on a show of
hands, to vote “for” or “against” as applicable. If a proxy is
appointed by more than one member, but such members
have given different voting instructions, the proxy may, on
a show of hands, vote both “for” and “against” in order to
reflect the different voting instructions.
VOTING BY CORPORATE
REPRESENTATIVES
5. Corporate representatives are entitled to attend and vote
on behalf of the corporate member in accordance with
Section 323 of the Companies Act 2006 provided they
do not do so in relation to the same shares.
RECEIPT AND TERMINATION OF PROXIES
6. The Form of Proxy and any power of attorney (or a
notarially certified copy or office copy thereof) under
which it is executed must be received by MUFG
Corporate Markets by no later than 12 noon on 17April
2025 in respect of the meeting. In the case of an
adjournment, the Form of Proxy must be received by
MUFG Corporate Markets no later than 48 hours before
the rescheduled meeting. On completing the Form of
Proxy, sign it and return it to MUFG Corporate Markets at
the address shown on the Form of Proxy in the envelope
provided. As postage has been prepaid no stamp is
required.
A member may terminate a proxy’s authority at any time
before the commencement of the AGM.
Termination must be provided in writing and submitted
to the Company’s Registrar. In accordance with the
Company’s Articles of Association, in determining the
time for delivery of proxies, no account shall be taken of
any part of a day that is not a working day.
Alternatively, you may appoint a proxy or proxies
electronically by visiting https://www.signalshares.com/.
You will need to register using your investor code and
follow the instructions on how to vote. Proxies submitted
via www.signalshares.com for the AGM must be
transmitted so as to be received by the Company’s
Registrar, MUFG Corporate Markets, no later than
48 hours before the time appointed for the meeting
(excluding weekends and public holidays) or any
adjournment of the meeting. Proxies received after that
date will not be valid.
If you are an institutional investor you may be able to
appoint a proxy electronically via the Proxymity platform,
a process which has been agreed by the Company
Bellevue Healthcare Trust plc Annual Report and Accounts 2024100
Notes to Notice of Annual General Meeting continued
and approved by the Registrar. For further information
regarding Proxymity, please go to www.proxymity.io.
Your proxy must be lodged by 12 noon on 17 April
2025 in order to be considered valid. 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.
APPOINTMENT OF PROXY THROUGH
CREST
7. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for the meeting to be held on the above date
and any adjournment(s) thereof 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 voting
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.
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 Euroclear
UK & International Limited’s specifications and must
contain the information required for such instructions,
as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of
a proxy or 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 Company’s
agent (ID: RA10) by the latest time(s) for receipt of proxy
appointments specified in the notice of 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 Applications Host) from which
the Company’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 a proxy’s
appointee through CREST should be communicated to
the appointee through othermeans.
CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
Euroclear UK & International Limited does not make
available special procedures in CREST for any particular
messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a
CREST personal member or sponsored member or has
appointed a voting service provider(s), 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 service
providers are referred, in particular, to those sections of
the CREST Manual concerning practical limitations of the
CREST system and timings.
The Company may treat as invalid a CREST
Proxy Instruction in the circumstances set out in
Regulation 35(5) (a) of the Uncertificated Securities
Regulations2001.
All messages relating to the appointment of a proxy or
an instruction to a previously appointed proxy, which are
to be transmitted through CREST, must be lodged by
no later than 12 noon on 17 April 2025 in respect of the
meeting. In the case of an adjournment, all messages
must be lodged with MUFG Corporate Markets no later
than 48 hours before the rescheduled meeting.
NOMINATED PERSONS
8. If you are a person who has been nominated under
section 146 of the Companies Act 2006 to enjoy
information rights:
You may have a right under an agreement between
you and the member of the Company who has
nominated you to have information rights (Relevant
Member) to be appointed or to have someone else
appointed as a proxy for the meeting.
If you either do not have such a right or if you have
such a right but do not wish to exercise it, you may
have a right under an agreement between you and
the Relevant Member to give instructions to the
Relevant Member as to the exercise of voting rights.
Your main point of contact in terms of your
investment in the Company remains the Relevant
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 101
Other Information
Member (or, perhaps, your custodian or broker)
and you should continue to contact them (and not
the Company) regarding any changes or queries
relating to your personal details and your interest in
the Company (including any administrative matters).
The only exception to this is where the Company
expressly requests a response from you.
If you are not a member of the Company but you have
been nominated by a member of the Company to enjoy
information rights, you do not have a right to appoint any
proxies under the procedures set out in the notes to the
form of proxy.
QUESTIONS AT THE MEETING
9. Under section 319A of the Companies Act 2006, the
Company must answer any question you ask relating to
the business being dealt with at the meeting unless:
answering the question would interfere unduly
with the preparation for the meeting or involve the
disclosure of confidential information;
the answer has already been given on a website in
the form of an answer to a question; or
it is undesirable in the interests of the Company or
the good order of the meeting that the question be
answered.
If Shareholders would like to ask any questions prior to the
meeting, Shareholders are invited to submit their questions
by email to info@bellevuehealthcaretrust.com or
attend the AGM virtually and ask the question at the
meeting at the appropriate time. Answers to all questions
will be published on the Company’s website after the
AGM. Please note all questions should be submitted by
close of business on 17 April 2025.
WEBSITE PUBLICATION OF AUDIT
CONCERNS
10. Under section 527 of the Companies Act 2006,
shareholders meeting the threshold requirements set out
in that section have the right to request the Company to
publish on its website a statement setting out any matter
that such shareholders propose to raise at the meeting
relating to the audit of the Company’s accounts (including
the auditor’s report and the conduct of the audit) that are
to be laid before the meeting.
Where the Company is required to publish such a
statement on its website:
It may not require the shareholders making the
request to pay any expenses incurred by the
Company in complying with the request;
It must forward the statement to the Company’s
auditors no later than the time the statement is made
available on the Company’s website; and
The statement may be dealt with as part of the
business of the meeting.
ISSUED SHARES AND TOTAL VOTING
RIGHTS
11. As at 14 March 2025, the total number of shares in the
Company in respect of which members are entitled to
exercise voting rights is 241,804,038 Ordinary Shares of
£0.01 each, additionally the Company holds 73,348,271
of its Ordinary Shares in treasury. The total number of
voting rights in relation to the Ordinary Shares in the
Company is 241,804,038.
COMMUNICATION
12. Members who have general queries about the meeting
should use the following means of communication:
emailing MUFG Corporate Markets at
shareholderenquiries@cm.mpms.mufg.com or calling
MUFG Corporate Markets’ Shareholder helpline (lines
are open from 9:00 a.m. to 5:30 p.m. Monday to
Friday, excluding public holidays) +44 371 664 0300.
Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable
international rate; or
in writing to MUFG Corporate Markets at Central
Square, 29 Wellington Street, Leeds, LS1 4DL. You
may not use any electronic address provided either
in this notice of meeting or in any related documents
(including the Form of Proxy for this meeting) to
communicate with the Company for any purposes
other than those expressly stated.
Bellevue Healthcare Trust plc Annual Report and Accounts 2024102
THIS PAGE IS INTENTIONALLY LEFT BLANK
Bellevue Healthcare Trust plc Annual Report and Accounts 2024 103
Other Information
Bellevue Healthcare Trust plc
Form of Proxy
I/We ................................................................................................................................................................................
of .....................................................................................................................................................................................
........................................................................................................................................................................................
(BLOCK CAPITALS PLEASE)
being (a) member(s) of Bellevue Healthcare Trust plc appoint the Chairman of the meeting, or .................................................
(see note 1) ......................................................................................................................................................................
of ....................................................................................................................................................................................
as my/our proxy and, on a poll, to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held
on 23 April 2025 at 12.00 noon and any adjournment thereof.
Please indicate with an ‘X’ in the spaces provided how you wish your votes to be cast on the resolutions specified.
Subject to any voting instructions so given the proxy will vote, or may abstain from voting, on any resolution as he may think fit.
Signature ........................................................... Dated this..................... day of ...................................................... 2025
#
Resolution For Against Withheld Discretionary
1. To receive and adopt the Annual Report and Accounts for the
year ended 30 November 2024.
2. To approve the Directors’ remuneration implementation report.
3. To re-elect Josephine Dixon as a Director.
4. To re-elect Tony Young as a Director.
5. To re-elect Kate Bolsover as a Director.
6. To elect Clare Brady as a Director.
7. To elect Sarah MacAulay as a Director.
8. To re-appoint Ernst & Young LLP as auditors to the Company.
9. To authorise the Directors to fix the remuneration of the auditors.
10. To approve a final dividend of 2.52 pence per Ordinary Share.
11. To approve the new Investment Policy of the Company.
12. To give authority to allot new shares.
13. To give authority to allot new shares free from pre emption rights.
14. To give authority for the Company to purchase its own shares.
15. To authorise calling general meetings (other than Annual General
Meetings) on 14 clear days’ notice.
Bellevue Healthcare Trust plc Annual Report and Accounts 2024104
NOTES
1. If any other proxy is preferred, strike out the words “Chairman of the Meeting” and add the name and address of the proxy
you wish to appoint and initial the alteration. The proxy need not be a member.
2. If the appointer is a corporation this form must be completed under its common seal or under the hand of some officer or
attorney duly authorised in writing.
3. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a
resolution.
4. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
5. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of
shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of
shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be
signed and should be returned together in the same envelope.
6. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified
copy of such power, must reach the registrars of the Company, MUFG Corporate Markets not less than forty-eight hours
before the time appointed for holding the Annual General Meeting or adjournment as the case may be.
7. The completion of this form will not preclude a member from attending the Meeting and voting in person. Unless otherwise
indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think
fit or, at their discretion, withhold from voting.
8. Any alteration of this form must be initialled. Your completed and signed proxy form should be posted, in the enclosed reply
paid envelope, to the Company’s Registrars, MUFG Corporate Markets, PXS 1, MUFG Corporate Markets, Central Square,
29Wellington Street, Leeds, LS1 4DL, so as to arrive before 12 noon on 17 April 2025.
Form of Proxy continued
#
This document is printed on Experian Satin,
a paper sourced from well managed,
responsible, FSC
®
certified forests and
other controlled sources. The pulp used in
this product is bleached using an elemental
chlorine free (ECF) process.
Directors, Investment Manager
and Advisers
Designed and
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COMPANY SECURITY INFORMATION AND IDENTIFICATION CODES
WEBSITE www.bellevuehealthcaretrust.com
ISIN GB00BZCNLL95
SEDOL BZCNLL9
BLOOMBERG TICKER BBH LDN
LEGAL ENTITY IDENTIFIER (LEI) 213800HQ3J3H9YF2UI82
GLOBAL INTERMEDIARY IDENTIFICATION NUMBER (GIIN) VL68MY.99999.SL.826
DIRECTORS
Randeep Grewal (Chairman)
Josephine Dixon
Kate Bolsover
Paul Southgate
Professor Tony Young OBE
Clare Brady*
Sarah MacAulay*
*Appointed 3 February 2025
CORPORATE BROKER
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
E14 5JP
DEPOSITARY AND CUSTODIAN
CACEIS Bank, UK Branch Broadwalk House
5 Appold Street
London
EC2A 2DA
REGISTRAR
MUFG Corporate Markets
Central Square
29 Wellington Street Leeds
LS1 4DL
INVESTMENT MANAGER (“AIFM”)
Bellevue Asset Management (UK) Ltd
32 London Bridge Street
24th Floor
London
SE1 9SG
SECRETARY & ADMINISTRATOR
NSM Funds (UK) Limited
4th Floor, 46-48 James Street
London
W1U 1EZ
AUDITORS
Ernst & Young LLP
25 Churchill Place
Canary Wharf
London
E14 5EY
REGISTERED OFFICE
4th Floor, 46-48 James Street
London
W1U 1EZ
LEGAL ADVISER
Stephenson Harwood LLP
1 Finsbury Circus
London
EC2M 7SH
www.bellevuehealthcaretrust.com
Healthcare Trust plc
Bellevue Healthcare Trust plc Annual Report and Accounts 2024