www.bellevuehealthcaretrust.com
Healthcare Trust plc
Bellevue Healthcare Trust plc Annual Report and Accounts 2025
Annual Report and Accounts
For the year ended 30 November 2025
Healthcare Trust plc
WWW.BELLEVUEHEALTHCARETRUST.COM
CONTENTS
Strategic Report
Overview, Investment Objective, Financial
Information and Performance Summary ................. 1
Chairman’s Statement ........................................... 2
Investment Manager’s Report ................................ 6
Investment Policy, Results and
Key Performance Indicators ................................. 13
Risk and Risk Management ................................. 16
Viability Statement ............................................... 20
Stakeholder Engagement .................................... 21
Environmental, Social and
Governance (“ESG”) Policy .................................. 27
Other Information ................................................. 29
Governance
Directors’ Report ................................................. 31
Corporate Governance ........................................ 37
Directors’ Remuneration Policy and
Implementation Report ........................................ 43
Report of the Audit and Risk Committee .............. 47
Statement of Directors’ Responsibilities ............... 50
Independent Auditor’s Report .............................. 51
Financial Statements
Statement of Comprehensive Income .................. 59
Statement of Financial Position ............................ 60
Statement of Changes in Equity ........................... 61
Statement of Cash Flows ..................................... 62
Notes to the Financial Statements ....................... 63
Other Information
Alternative Performance Measures....................... 77
Glossary .............................................................. 78
Directors, Investment Manager and Advisers ......IBC
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 45 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.
Independent - Entrepreneurial
- Committed
Healthcare Trust plc
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 1
Strategic Report
INVESTMENT OBJECTIVE
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 is for its NAV per share (on a total return basis)
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).
FINANCIAL INFORMATION
As at 30 November
2025
As at 30 November
2024
Net asset value (“NAV”) per Ordinary Share (cum income) 146.58p 154.32p
Ordinary Share price 140.60p 141.20p
Ordinary Share price discount to NAV
1
4.1% 8.5%
Ongoing charges ratio (“OCR”)
1
1.34% 1.03%
PERFORMANCE SUMMARY
Year to
2
30 November 2025
Year to
3
30 November 2024
Share price total return per Ordinary Share
1,4
4.1% 13.7%
NAV total return per Ordinary Share
1,4
-0.7% 11.1%
MSCI World Healthcare Index total return (GBP)
4
4.5% 11.5%
1
These are Alternative Performance Measures
2
Total returns in sterling for the year ended 30 November 2025
3
Total returns in sterling for the year ended 30 November 2024
4
Including dividends reinvested in the year
Source: Bellevue Healthcare Trust plc Factsheet November 2025
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 13. Definitions of these APMs together
with how these measures have been calculated can be found on page 77.
Overview
Bellevue Healthcare Trust plc Annual Report and Accounts 20252
Chairman’s Statement
Dear Shareholders
This is the ninth Annual Report of your Company, and it is my
first as Chairman. When taking on the role, the Board and I
were extremely conscious of the disappointing performance
of the Company over a sustained period of time. This
underperformance, and the fall in the size of the Company, were
major factors in the Board’s decision to initiate a strategic review
last year which concluded with the proposed appointment of
Columbia Threadneedle Investments (“Columbia Threadneedle”)
as the Company’s investment manager based on its strongly
performing and differentiated Seligman Healthcare Strategy
(“theStrategy”), which adopts long and short positions.
PERFORMANCE
During the period under review, the Company’s NAV total
return was -0.7%, albeit share price total return was better at
4.1% due to the effect of the discount to NAV closing further.
However, both of these figures lagged the performance of the
Company’s comparator index, MSCI World Healthcare Index
total return (GBP) which returned 4.5%.
Further information on the performance of the Company during
the period is provided in the Investment Manager’s report on
pages 6 to 12. The underperformance of the Company against
its comparator index over several years, which continued in
this latest measurement period was a key reason for the Board
initiating its strategic review.
STRATEGIC REVIEW
On 7 August 2025, the Board announced a strategic review to
consider all options available to the Company with the objective
of improving performance or otherwise achieving further value
for shareholders. During the strategic review, the Board received
and considered multiple proposals from investment company
peers and investment managers, including the Company’s
current Investment Manager, Bellevue Asset Management (UK)
Limited. An orderly wind-down was also considered.
Whilst the strategic review was initiated owing to the Company’s
underperformance, the Board continues to believe that the
healthcare sector offers a particularly compelling opportunity
for investment returns owing to its current groundbreaking
innovations, scale of human importance and diversity of
companies and subsectors, all of which are supported by a
strong intellectual property and regulatory environment.
In considering the various proposals in the strategic review,
the Columbia Threadneedle proposal was particularly
attractive owing to the track record and experience of the
proposed investment team, the diversification in their portfolio
construction, and the use of short positions to mitigate risk
and to create value generating opportunities.
On 30 October 2025, the Board announced that following the
thorough strategic review, it had decided that the best interests
of shareholders would be served by the appointment of
Columbia Threadneedle as the Company’s investment manager.
As referenced above, Columbia Threadneedle’s proposed
investment strategy for the Company is based on its strongly
performing Seligman Healthcare Strategy. This Strategy is
designed to capture the upside of healthcare innovation and
trends, whilst using short positions to hedge and to capitalise
on companies facing structural, as well as clinical, headwinds.
PROPOSALS TO SHAREHOLDERS
On 12 February 2026, post the Company’s financial year
end, we were pleased to publish a Circular in relation to
the proposed appointment of Columbia Threadneedle
Investments, setting out the details of various arrangements
proposed to be implemented by the Company (the
“Proposals”) and the Company will convene a General
Meeting accordingly on 4 March 2026.
We reiterate your Board’s unanimous recommendation
that shareholders vote in favour of the Proposals which we
believe represent a highly compelling and differentiated
opportunity to deliver long-term risk adjusted shareholder
returns from the healthcare and biotech sector.
Kate Bolsover
Chairman
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 3
Strategic Report
The principal elements of the Proposals are as follows:
the appointment of Columbia Threadneedle as the
Company’s AIFM and investment manager in place of
Bellevue Asset Management (UK) Limited pursuant to a
New Management Agreement;
the adoption of the proposed Investment Policy which will
allow Columbia Threadneedle to implement its Strategy
for the Company (as described in the Circular);
the removal from the Articles of the detailed provisions
relating to the existing Redemption Facility, following
which the Redemption Facility would cease to be
operated, conditional upon which the Company will
introduce quarterly tender offers for up to 15 per cent of
the shares in issue at the relevant time and permanently
cease the operation of its current Zero Discount Policy;
the approval of the allotment and issue (or sale from
treasury) for cash on a non-pre-emptive basis of a
number of shares equal to 100 per cent of the shares
in issue as at the date of this announcement (excluding
shares held in treasury), allowing the Company to grow in
size and scale through monthly share issues; and
the Board resolving to change the Company’s name to
“CT Healthcare Trust plc”.
In addition, resolutions which are described in further detail in
the Circular will also be proposed at the General Meeting:
to approve the purchase by the Company of up to 100 per
cent of its issued share capital (excluding shares held in
treasury) pursuant to the Repurchase Agreement and the
Tender Offer being made available to Eligible Shareholders
who may wish to realise some or all of their Shareholding in
connection with the implementation of the Proposals;
to approve the sale of on-sale shares to Incoming Investors
under the “Matching Facility” (as defined in the Circular) at
the Tender Price, which will be less than the prevailing NAV
per share on the date of purchase; and
to authorise the Company to make market purchases
of its own shares for the purposes of the Board’s future
discount management measures.
In the event that any of the resolutions are not passed, or the
Minimum Size Condition (as defined in the Circular) in relation to
the Tender Offer is not reached, then the Proposals, including
the Tender Offer, will not proceed and the Board will promptly
put forward alternative proposals for the future of the Company,
which may include proposals for the winding-up of the Company.
BOARD COMPOSITION
As I am currently Chairman of TR Property, another company
managed by Columbia Threadneedle, I will no longer be
regarded as independent of the manager should the Proposals
proceed and Columbia Threadneedle be appointed as the
Company’s manager. In order to ensure that both companies
remain in compliance with the UK Listing Rules and the highest
standards of corporate governance, I will not be standing for
re-election as Chairman at the Company’s forthcoming Annual
General Meeting (“AGM”) on 28 April 2026. While I regret having
to step aside at such an important juncture, I believe this is the
appropriate course of action. I have very much enjoyed serving
as Chairman and look forward to the exciting next phase of the
Company’s development.
Sarah MacAulay, who joined the Board in February 2025, will
be appointed to succeed me as Chairman of the Company with
effect from the conclusion of the next AGM, subject to her re-
election by shareholders. Ms MacAulay is a highly experienced
investment trust non-executive director and Chairman. She is
currently Chairman of Schroder Asian Total Return Investment
Company plc and a non-executive director at Baillie Gifford China
Growth Trust plc and Ashoka India Equity Investment Trust plc.
Among her previous roles, Ms MacAulay also served as the
Chairman of JPMorgan Multi-Asset Growth and Income plc.
Additionally, Jo Dixon will conclude her service as Senior
Independent Director at the AGM, having reached the end of
her tenure. A search process has commenced to appoint a
new Director to the Board to ensure appropriate continuity and
balance of skills.
Bellevue Healthcare Trust plc Annual Report and Accounts 20254
FEES AND CHARGES
Under Bellevue Asset Management (UK) Limited, the
investment management fee was 0.95 per cent, based on
market capitalisation rather than NAV.
Under the proposed management of Columbia Threadneedle,
the base management fee will be 0.95 per cent of NAV per
annum. In addition, and consistent with the change to an
active long/short equity strategy and to ensure alignment
between the Company and its investment manager,
a performance fee will also be introduced: Columbia
Threadneedle will be entitled to receive 15 per cent of any
growth in NAV in any financial year in excess of a hurdle equal
to the average three-month SONIA rate during such financial
year, subject to a NAV high water mark.
GEARING
The Company renewed its multi-currency Revolving Credit
Facility (“RCF”) with The Bank of Nova Scotia, London Branch
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. In May 2025, the Company elected to cancel
USD 40 million of the RCF, reducing the amount available to
draw down to USD 85 million. As at 30 November 2025, there
were no loans draw down (2024: nil). The RCF was renewed
in December 2025, and the Company amended the terms
so that it could draw down loans up to an aggregate value of
USD 70 million. The facility was cancelled by the Company on 9
February 2026, as the Board determined that it was not required
in the prevailing market conditions and that cancellation would
avoid ongoing commitment fees. The Board will continue to
consider establishing a new facility in the future should market
circumstances warrant the use of leverage.
If the Proposals proceed, the Company may be geared
through (a) borrowing of up to 10 per cent of its NAV,
calculated at the time of drawdown; and/or (b) by entering into
derivative positions (both long and short) which have the effect
of gearing the Company’s portfolio, to enhance performance.
Derivatives usage will focus on, but will not be limited to the
following investment strategies:
as an alternative form of gearing to bank loans, for
instance, by the use of long CFDs;
to enhance the investment returns by taking short
positions in stocks or markets that the investment
manager considers to be over-valued or impaired, or
where the investment manager considers it desirable for
the purposes of hedging or risk control;
to enhance positions, manage position sizes and control
risk through the use of options;
to hedge equity market risks where suitable protection
can be purchased to limit the downside of a falling market
at a reasonable cost; and
to gain or hedge currency exposure, both long and short,
using foreign currency exchange forward transactions.
The Company will be subject to the following limits in respect
of its use of derivatives:
Net Market Exposure will not exceed 120 per cent of the
NAV of the Company.
Gross Asset Exposure will not exceed 165 per cent of the
NAV of the Company.
These terms are further defined in the Circular published by
the Company in connection with the Proposals.
SHARE CAPITAL AND ISSUANCE
As of 30 November 2025, the Company had 92,027,854
Ordinary Shares in circulation; a decrease from 283,369,891
Ordinary Shares as of the end of the previous financial year.
REDEMPTION, BUYBACKS AND DISCOUNT
CONTROL MECHANISM
The Board introduced a Zero Discount Policy on 23 April
2025 and bought back shares to ensure that the discount to
NAV at which the Company’s shares were traded remained
at a low level. During the year ended 30 November 2025
137,455,891 Ordinary Shares were purchased through the
Zero Discount Policy.
The Board is conscious of investors’ desire to maintain
robust discount control mechanisms. It is therefore proposed
that, from the point at which Columbia Threadneedle is
appointed as the investment manager, the Company’s
current discount control mechanisms, being the Zero
Discount Policy and the annual redemption, will be replaced
with quarterly liquidity opportunities for up to 15 per cent of
the Company’s issued share capital, coupled with use of
share buybacks. This has the aim of targeting a discount of
5 per cent or less in normal market conditions.
Chairman’s Statement continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 5
Strategic Report
DIVIDEND
Although the Company’s investment objective under the
Proposed Investment Policy is to seek absolute returns and
is focused primarily on producing capital growth, the Board
recognises that many shareholders value the Company as a
source of income. Accordingly, if the Proposals are approved
by shareholders, the Company will maintain its existing target
(which does not form part of the Proposed Investment Policy)
of paying an annual dividend equal to 3.5 per cent of the
preceding year-end NAV, paid out in two equal instalments.
OUTLOOK
The healthcare sector has historically shown a wide
performance gap from other sectors and with often volatile
price movements in individual stocks. This is driven by
a variety of factors including innovation cycles, clinical
outcomes, and regulatory events. In the event that Columbia
Threadneedle is appointed manager, its approach of taking
long positions in respect of companies perceived to be
winners, and short positions in respect of those identified as
laggards should be to the benefit of investors.
Unfortunately, many potential drugs fail during development –
for example, approximately 92 per cent of Phase 1 drugs fail
to progress. Therefore, small and mid-size biotech companies
(which form a significant portion of the global healthcare
investment universe and which are often dependent on the
success or failure of a single drug) frequently face binary risk,
which can present strategic positioning opportunities for both
long and short investments that the Company’s new strategy
is designed to capitalise upon.
Should our recommended proposal to shareholders succeed,
the Company will be in a position to benefit from the new
approach being taken by Columbia Threadneedle. While there
are significant macro risks to global stocks and the healthcare
and biotech sector specifically, their long and short strategy
is designed to potentially insulate investors from such events.
As potential evidence of this, the proposed Strategy on which
the Company is based has shown since 2023 the potential
to perform extremely well in both a period of sector weakness
and, latterly, strength.
AGM AND SHAREHOLDER
COMMUNICATIONS
The next AGM will be held on 28 April 2026 at the offices
of Hogan Lovells, Atlantic House, Holborn Viaduct, London,
EC1A 2FG. The Company will shortly be publishing a circular
to shareholders (the “AGM Circular”), which contains the
Notice of AGM and further details of the AGM. We recognise
it is not possible for everyone to attend an AGM, hence
readers can submit any enquiries or feedback they might
have to Bellevue@nsm.group. I encourage you to make
use of this facility.
CONCLUDING THOUGHTS
Serving as Chairman for the past year has been a privilege
and I have greatly valued my time in this role. As described
above, if the Proposals proceed, I will step down to ensure
sufficiently high standards of Board independence but I do
so with complete confidence in Sarah’s capabilities as my
successor. She is exceptionally well-placed to guide the
Company in the future.
It’s a transformational time for the proposed CT Healthcare
Trust and I would like to thank shareholders for their time and
engagement as they cast their votes on the Proposals.
Kate Bolsover
Chairman of the Board of Directors
27 February 2026
Bellevue Healthcare Trust plc Annual Report and Accounts 20256
Investment Manager’s Report
HEALTHCARE SECTOR PERFORMANCE
REVIEW
At both a sector and a wider market level, the period under
review (1 December 2024 – 30 November 2025) was
dominated by US political issues brought to the fore by the
re-election of Donald Trump. This was especially the case in
the period up to and immediately following the unironically
named 2 April 2025 “Liberation Day” tariff announcement.
Given what was proclaimed, few were surprised when global
markets fell a double-digit amount over the following week;
his unorthodox views on the benefits of tariffs, fixation on
local manufacturing, and broadly isolationist foreign policy
position roiled many asset classes and industry sectors over
the year.
However, the pace of the market’s subsequent recovery
stunned many, as did the speed with which the goalposts
around the tariffs moved – the now infamous ‘TACO’ trade.
Global indices regained their pre-announcement levels by
5 May and were back to making new all-time highs by early
June. Nothing could seemingly derail the wider market’s
ascent.
Healthcare – long a populist political football – was
regrettably singled out for multiple policy initiatives around
drug pricing, local drug and device manufacturing, and the
mechanics of how Federally subsidised healthcare plans
operated. On 1 April 2025, the US launched a ‘Section 232’
investigation into the national security risks of pharmaceutical
and API imports - potentially leading to separate industry-
wide tariffs with clear legal authority.
Drug companies account for >50% of the MSCI World
Healthcare Index by weighting and this industry makes at
least that much of its profits in the US, so the drug pricing/
tariff issue was by far the most singular investor concern out
of those listed above. As has frequently been the case in
recent years in the face of macro-level concerns, the market
appeared to ‘plan for the worst and hope for the best’ by
pricing in a negative outcome around most of these topics.
Thus, whilst the sector paced the wider market’s initial
post-“Liberation” recovery through to early May, the MSCI
World Healthcare Index then fell back hard to make its low
for the year on 15 May 2025 and then struggled to make
any sustained upward progress until August, when the
White House reported that letters were sent to 17 major
pharmaceutical companies demanding they lower US drug
prices in a manner consistent with the “most-favoured-
nation” pricing principle that Trump had espoused.
By mid-August, we saw the first signs of pharma companies
taking related actions and (very carefully) telegraphing
this situation could be navigated in a way that was not
detrimental to profits and longer-term growth. We have seen
many subsequent agreements between the Administration
and pharma companies to avoid tariffs through a combination
of embarrassing public fealty (the Oval Office press call),
pledging to support something with Trump’s name on
it (“TrumpRx”) and some nebulous promises to make
enormous-sounding investment commitments in the US; the
whole spectacle reminds us of the “one million dollars” meme
from Austin Powers.
Regardless, TACO was now on the menu, portending an
inevitable catch-up rally for the sector; from 1 August to the
end of November, the MSCI World Healthcare delivered a
dollar total return of +17.9%, compared to +9.8% for the
parent MSCI World Index.
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 7
Strategic Report
80
85
90
95
100
105
110
115
120
MSCI World Total Return ($) +17.0% MSCI World Healthcare Total Return ($) +8.7%
Performance (rebased to 100 at start of period)
29 Nov
2024
27 Dec
2024
24 Jan
2025
21 Feb
2025
21 Mar
2025
18 Apr
2025
16 May
2025
13 Jun
2025
11 Jul
2025
8 Aug
2025
5 Sep
2025
3 Oct
2025
31 Oct
2025
28 Nov
2025
Figure 1: Performance across the fiscal year
Where are we now? The drug pricing story feels very
much behind us and tariffs also seem not to be a concern
for investors. M&A has crept back into focus, as pharma
companies feel comfortable deploying capital to negate
patent cliffs. There is still much to do on this front; the
2026-2030 revenue outlook for the Company overall remains
lacklustre, with the Company bifurcated on valuation into
growth and non-growth.
If there is a significant area of continued uncertainty, it is
around the US Managed Care (health insurance) sub-sector.
Per Figure 2 below, it was the worst-performing sub-sector
during the Company’s fiscal 2025 and continues to lag the
wider healthcare market through to February 2026.
We have seen a combination of profit warnings and lowered
guidance that has continued into 2026, due to several factors:
General morbidity trends for a post-pandemic population are
trending worse than expected. Whilst companies are raising
premiums to compensate, there is a temporal lag.
This is being compounded by uncertainties over government
pricing and subsidy actions around Medicare (retiree cover)
and Medicaid (the poor and some patients with chronic
conditions). Under the Biden administration, Medicare
Advantage reimbursement rates grew slower than trend.
Itwas hoped this would be addressed under a Republican
administration, but that has not proven to be the case thus far.
Moreover, in an effort to cut the Federal budget to fund tax
cuts, the administration has reduced future Medicaid funding
(these cuts will phase in over the coming years), and Federal
ACA premium subsidies are scheduled to expire too.
On the latter, Congress has been unable to pass a multi-year
extension, which has created uncertainty about the future size
and risk profile of the ACA market; those who are healthy
enough may forgo cover or trade down to other policies,
whereas those who are very sick may well stay in, creating a
potential adverse selection that pressures medical loss ratios.
The negative performances of the Dental subsector
(two stocks), Healthcare Technology (two stocks) and
Other Healthcare (three stocks) are exacerbated by their
small number of constituents and in each case a largely
stock-specific issue lies at the core of the sub-sector
underperformance. One could make a similar comment
about the concentration being important for Facilities (three
stocks), Generics and Distributors (both four stocks) positive
performances, but in those cases the strength was broad-
based and linked to positive sub-sector fundamentals.
Bellevue Healthcare Trust plc Annual Report and Accounts 20258
Figure 2: Sub-sector performance data
Weighting
Performance
(USD)
Performance
(GBP)
Facilities 1.0% 47.4% 41.7%
Distributors 2.1% 46.4% 40.7%
Generics 0.7% 34.0% 28.8%
Conglomerates 9.2% 30.2% 25.1%
Diversified Therapeutics 39.5% 15.6% 11.1%
Focused Therapeutics 7.7% 11.8% 7.4%
Healthcare IT 0.6% 11.5% 7.2%
Tools 7.0% 8.9% 4.7%
Diagnostics 1.3% 6.3% 2.2%
Services 2.0% 5.3% 1.5%
Med-Tech 15.6% 5.3% 1.2%
Healthcare Technology 0.6% -3.2% -6.9%
Other Healthcare 1.3% -7.1% -10.7%
Dental 0.4% -24.9% -27.8%
Managed Care 10.8% -36.7% -39.2%
Index perf 8.7% 4.5%
Investment Manager’s Report continued
COMPANY PERFORMANCE REVIEW
The Bellevue Healthcare strategy is centred around owning
companies that are operationally geared into the adoption of
a selected group of products, technologies and services that
we believe are critical to the evolution of the healthcare delivery
paradigm.
Because its approach is ‘bottom up’ and focused around this
theme of longer-term healthcare change, investors should not
expect it to deliver correlated returns to the wider healthcare
sector or the wider equity market.
By virtue of their focused and innovative nature, the holdings
in the Company’s portfolio tend to skew toward small/mid-cap
rather than large/mega-cap. Since inception, this has typically
led to a size factor profile that is essentially the inverse of that
within the MSCI World Healthcare Index, which is dominated
by Mega-Cap companies.
Although the strategy is unconstrained, we utilise the MSCI
World Healthcare Index in sterling as an internal comparator
and external reference point; its parent index is the MSCI
World Index and our preferred internal metric is the rolling
3year total return, which is also presented in Figure 3 below:
Figure 3: The Company’s returns for the fiscal year
One year Three year Since Inception
(All figures in GBP, to 29 November 2025) Return
(1)
Diff. vs.
Comparator Return
(1)
Diff. vs.
Comparator Return
(1)
Diff. vs.
Comparator
BB Healthcare Trust NAV (inc. dividends) -0.7% -520bp -3.7% -1195bp +96.7% -3367bp
BB Healthcare Trust Total Shareholder return +4.1% -38bp +0.5% -783bp +89.4% -4104bp
MSCI World Healthcare (GBP) - Comparator +4.9% +8.3% +130.4%
MSCI World Index (GBP) +12.5% +797bp +52.5% +4417bp +183.7% +5332bp
FTSE All Share Index +19.9% +1539bp +40.9% +3261bp +96.5% -3386bp
(1) Note - the stated total shareholder return assumes the reinvestment of dividends.
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 9
Strategic Report
During the period under review, the Company’s NAV
development saw a total return of -0.7% in sterling terms
(+3.3% in dollars), ending the period with an NAV of 146.58p.
The shareholder total return was less disappointing at +4.1%,
as the imposition of a Zero Discount Policy on 23 April
reduced the share price discount to NAV from 8.5% at the
beginning of the period to 4.1% at the end of the period.
Our comparator index is an imperfect but established
reference point; it has very different factor characteristics
compared to those typical of our portfolio holdings. However,
the MSCI World Healthcare Index continues to be the most
practical option, and remains the most widely used benchmark
for our peer group of healthcare investment funds and trusts.
This SMID bias has been a significant headwind for the
performance of the Trust in recent years. However, as Figure
4 below illustrates, the US small and mid-cap indices actually
outperformed over the course of this fiscal year, aiding the
significant recovery in the NAV through the latter part of the year.
75
80
85
90
95
100
105
110
S&P 400 HC (mid-cap) +3.7% S&P 500 HC (mega-cap) -4.5% S&P 600 HC (small cap) +7.0%
Performance (rebased to 100 at start of period)
29 Nov
2024
27 Dec
2024
24 Jan
2025
21 Feb
2025
21 Mar
2025
18 Apr
2025
16 May
2025
13 Jun
2025
11 Jul
2025
8 Aug
2025
5 Sep
2025
3 Oct
2025
31 Oct
2025
28 Nov
2025
Figure 4: FY25 performance - Selected Healthcare Indices
Bellevue Healthcare Trust plc Annual Report and Accounts 202510
PORTFOLIO SUMMARY
The evolution of the sub-sector exposures over the period-in-review is summarised in Figure 5 below. The portfolio consisted of
43companies at the end of November 2025, as compared to 33 at the end of November 2024, following the shareholder vote in
favour of expanding the portfolio at the 2025 AGM.
Figure 5: Portfolio sub-sector evolution
Subsectors
end Nov 24
Subsectors
end Nov 25 Change
Diagnostics 17.3% 20.3% Increased
Distributors 1.0% 1.9% Increased
Diversified Therapeutics 0.0% 13.5% Increased
Facilities 0.0% 1.1% Increased
Focused Therapeutics 27.8% 22.8% Decreased
Healthcare IT 3.4% 0.0% Exited
Healthcare Technology 9.2% 4.4% Decreased
Managed Care 8.9% 8.7% Decreased
Med-Tech 17.8% 9.4% Decreased
Services 9.1% 9.3% Increased
Tools 5.4% 8.6% Increased
Other HC 0.1% 0.0% Decreased
100.0% 100.0%
Investment Manager’s Report continued
We have remained focused on our core objective of investing
into companies that we believe will play a significant role in
delivering the products, technologies and services that will help
to transform the healthcare delivery paradigm through improved
services, better outcomes and lower costs.
The portfolio’s market capitalisation and geographical
characteristics are summarised in Figures 6 & 7 below:
Figure 6: Market capitalisation breakdown
of portfolio
Market capitalisation breakdown Geographical breakdown (operational HQ)
Mega-Cap
Large-Cap
Mid-Cap
Small-Cap
Asia
(inc. China & Japan)
8.6%
39.3%
32.8%
19.3%
Rest of World
87.13%
2.74%
3.29%
2.77%
1.80%
1.21%
1.07%
Lorem ipsum
United States
Netherlands
Great Britain
Denmark
Germany
Switzerland
Belgium
Lorem ipsum
Source: Bellevue Asset Management UK.
Data as of 28 November 2025
Mega Cap >$50bn, Large Cap >$10bn, Mid Cap <$10bn, Small-Cap <$2bn
Figure 7: Geographical breakdown of portfolio
(operational HQ)
Market capitalisation breakdown Geographical breakdown (operational HQ)
Mega-Cap
Large-Cap
Mid-Cap
Small-Cap
Asia
(inc. China & Japan)
8.6%
39.3%
32.8%
19.3%
Rest of World
87.13%
2.74%
3.29%
2.77%
1.80%
1.21%
1.07%
Lorem ipsum
United States
Netherlands
Great Britain
Denmark
Germany
Switzerland
Belgium
Lorem ipsum
Our top five and bottom five contributors to the evolution of the
NAV are summarised in Figure 8 below, along with their share
price development 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).
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 11
Strategic Report
Figure 8: Top five and bottom five contributors to NAV
Top 5 Performers (total return) Bottom 5 Performers (total return)
Company Sub-sector Performance (GBP) Company Sub-sector Performance (GBP)
Insmed
Focused
Therapeutics 165.7% Sarepta Therapeutics Focused Therapeutics -84.6%
Regeneron
Diversified
Therapeutics +0.5% UnitedHealth Group Managed Care -46.9%
Verona Pharma
Focused
Therapeutics +154.7% Neogenomics Diagnostics -34.4%
UCB
Diversified
Therapeutics +38.2% CareDx Diagnostics -30.0%
ArgenX
Focused
Therapeutics +42.2% Inspire Medical Systems Medical Technology -38.0%
Full investment portfolio as of 30 November 2025
Company Sub-sector classification Fair value £’000 % Portfolio
1 Natera Diagnostics 6,817 5.2%
2 Regeneron Pharmaceuticals Diversified Therapeutics 6,805 5.2%
3 IQVIA Services 6,169 4.7%
4 CareDx Diagnostics 5,810 4.5%
5 UnitedHealth Group Managed Care 5,469 4.2%
6 Thermo Fisher Tools 4,998 3.8%
7 AbbVie Diversified Therapeutics 4,892 3.8%
8 Insulet Healthcare Technology 4,616 3.6%
9 Structure Therapeutics Focused Therapeutics 4,568 3.5%
10 AstraZeneca Diversified Therapeutics 4,276 3.3%
Total Top 10 54,420 41.8%
11 Adaptive Biotechnologies Diagnostics 3,780 2.9%
12 Danaher Tools 3,710 2.9%
13 Biomarin Pharmaceuticals Focused Therapeutics 3,652 2.8%
14 Zealand Pharma Focused Therapeutics 3,592 2.8%
15 Argenx Focused Therapeutics 3,559 2.7%
16 Icon Services 3,429 2.6%
17 Abbott Laboratories Medical-Technology 3,186 2.5%
18 NeoGenomics Diagnostics 3,051 2.3%
19 Exact Sciences Diagnostics 2,902 2.2%
20 Axsome Therapeutics Focused Therapeutics 2,828 2.2%
21 Ascendis Pharma Focused Therapeutics 2,804 2.2%
22 Elevance Health Managed Care 2,774 2.1%
23 BrightSpring Health Services Services 2,512 1.9%
24 Stryker Medical-Technology 2,464 1.9%
25 Avantor Tools 2,445 1.9%
26 Biontech Focused Therapeutics 2,333 1.8%
27 Edwards Lifesciences Medical-Technology 2,113 1.6%
28 Beam Therapeutics Focused Therapeutics 2,077 1.6%
29 Labcorp Diagnostics 2,070 1.6%
30 Quest Diagnostics Diagnostics 2,015 1.6%
31 Viking Therapeutics Focused Therapeutics 1,906 1.5%
Bellevue Healthcare Trust plc Annual Report and Accounts 202512
Company Sub-sector classification Fair value £’000 % Portfolio
32 Humana Managed Care 1,715 1.3%
33 Roivant Sciences Focused Therapeutics 1,697 1.3%
34 SI-Bone Medical-Technology 1,653 1.3%
35 UCB Diversified Therapeutics 1,567 1.2%
36 Intuitive Surgical Medical-Technology 1,434 1.1%
37 Brookdale Senior Living Facilities 1,405 1.1%
38 Alcon Medical-Technology 1,390 1.1%
39 Cigna Managed Care 1,374 1.1%
40 Cardinal Health Distributors 1,228 0.9%
41 McKesson Distributors 1,175 0.9%
42 DexCom I Healthcare Technology 1,034 0.8%
43 Compass Pathways Focused Therapeutics 595 0.5%
129,889 100.00%
Gross exposure £129.9m
Cash and cash equivalents £5.9m
Other net liabilities £(0.9)m
NAV of Company £134.9m
Bellevue Asset Management (UK) Ltd
27 February 2026
Investment Manager’s Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 13
Strategic Report
Investment Policy, Results and
Key Performance Indicators
CHANGES TO INVESTMENT POLICY
AND RETURN OBJECTIVES DURING THE
FINANCIAL YEAR
On 23 April 2025, shareholders approved a resolution to amend
the Company’s investment policy. The amendment was to:
Raise the upper limit of the number of holdings in the
Company’s portfolio from 35 to 45, to reduce volatility.
Changes to the Company’s return objectives that form part of
the Company’s investment objective, took effect from 17 March
2025 as they were not conditional on shareholder approval. The
amendment was to:
Simplify the Company’s specific return objectives
POST FINANCIAL YEAR END STRATEGIC
DEVELOPMENTS
Following the financial year end, on 12 February 2026 the
Company published a Circular setting out the outcome of
the strategic review and the Board’s Proposals to appoint
Columbia Threadneedle Investments as the Company’s AIFM
and investment manager, subject to shareholder approval
at the General Meeting to be held on 4 March 2026. The
Proposals include the adoption of a revised Investment Policy
aligned with the CTI strategy, the cessation of the existing
Redemption Facility and Zero Discount Policy, the introduction
of quarterly tender offers, and the authority to issue shares
to support future growth. These developments represent
a significant strategic transition for the Company and, if
approved, will take effect following the General Meeting. Until
such time, the existing investment policy and management
arrangements remain in place.
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 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 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
20per cent. of the Net Asset Value, at the time of borrowing,
Bellevue Healthcare Trust plc Annual Report and Accounts 202514
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 objective
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.
The Company’s specific return objective is for its NAV per
share (on a total return basis) 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).
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 is made to the investment policy without
the approval of shareholders by ordinary resolution.
DIVIDEND POLICY
The Company sets 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 is
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 currently 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 £161,000 (2024: gain of £160,000). The
Company’s capital return after tax for the year amounted to a
loss of £52,291,000 (2024: gain of £73,574,000).
Therefore, the total return after tax for the Company was a loss
of £52,130,000 (2024: gain of £73,734,000).
The Company targeted a total dividend for the year ended
30November 2025 of 5.40p per Ordinary Share.
Interim dividend of 2.70p paid on 12 September 2025
Final dividend of 2.70p to be paid on 29 May 2026
(to shareholders on the register at the close of business on
8May 2026), subject to Shareholder approval at the AGM to
be held on 28 April 2026.
Investment Policy, Results and Key Performance Indicators continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 15
Strategic Report
TARGET TOTAL DIVIDEND FOR THE YEAR
ENDING 30 NOVEMBER 2026
For the financial year ending 30 November 2026, the
target total dividend will be 5.13p per Ordinary Share,
this being 3.5% of the audited NAV per Ordinary Share of
146.58p (including current financial year revenue items)
as at 30 November 2025. The Board intends to declare
an interim dividend of 2.565p per Ordinary Share, being
half of the target total dividend for the financial year ending
30 November 2026, in July 2026 and intends to pay this
dividend in August/September 2026. The Board intends to
propose a final dividend of 2.565p per Ordinary Share for the
financial year ending 30 November 2026, in February/March
2027 and intends to pay this dividend in April/May 2027.
FIVE YEAR DIVIDEND PERFORMANCE
Interim dividend Final dividend Total dividend
Dividends paid/payable
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
Year ended 30 Nov 2025 2.70p 2.70p 5.40p
Target dividend*
Year ending 30 Nov 2026 2.565p 2.565p 5.13p
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 2022 to 30 November
2025 was -3.7%. The total return of the MSCI World Healthcare
Index (in sterling terms) over the same period was 8.3%.
The Investment Manager’s report on pages 6 to 12
incorporates a review of the highlights during the financial
year ended 30 November 2025. The Investment Manager’s
report gives details on investments made during the year and
how performance has been achieved.
(ii) To meet its target total dividend in each financial
year
The Company targeted a total dividend of 5.40p per Ordinary
Share for the year ended 30 November 2025. The Company
paid an interim dividend of 2.70p per Ordinary Share in
August 2025 and proposes a final dividend in respect of the
year to 30 November 2025 of 2.70p per Ordinary Share.
(iii) 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 4.1% discount to the NAV as at
30 November 2025 (2024: 8.5% discount).
(iv) 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 2025, the Company’s ongoing charges figure
calculated in accordance with the Association of Investment
Companies (“AIC”) methodology was 1.34% (2024: 1.03%).
Bellevue Healthcare Trust plc Annual Report and Accounts 202516
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, but not limited to, the continuing effects of global
trade tariffs, armed conflicts, climate change, inflation and
interest rates. Particular attention was also given to risks
arising from minority activist shareholder concentration,
theCompany’s recent underperformance and reduction in
size, and broader market volatility.
The Committee’s risk assessment framework provides a
structured overview of the Company’s principal and emerging
risks, including those relating to healthcare sector-specific
factors, concentrated portfolio exposure, performance risk
and the ongoing strategic review. This includes uncertainty
pending the outcome of the forthcoming General Meeting,
the proposed change of investment manager, discount
management mechanisms and the potential impact of further
changes in the Company’s scale. The principal and emerging
risks, together with a summary of the processes and internal
controls in place to manage and mitigate those risks where
possible, are set out 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 45.
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 reviewed formally by the
Board at least annually, and takes into account shareholder
views, developments in the marketplace and how the
structure of the Company is positioned to meet them.
On 23 April 2025, shareholders approved a resolution to
amend the Company’s investment policy, raising the upper
limit of the number of holdings in the Company’s portfolio
from 35 to 45, in order to reduce volatility. Changes to the
Company’s return objectives that form part of the Company’s
investment objective took effect from 17 March 2025, with
the amendment to simplify the Company’s specific return
objectives.
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 17
Strategic Report
The Board closely monitors the Company’s share price relative
to NAV and the Company’s discount/premium relative to their
peer group. On 23 April 2025, the Company introduced a
discount control mechanism, the Zero Discount Policy which
seeks to ensure that the Company’s share price trades at or
around NAV in normal market conditions. The Zero Discount
Policy was introduced in addition to the Company’s redemption
facility, which has been suspended since the announcement of
the Company’s strategic review in August 2025.
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.
Details on financial risks, including market price volatility,
leverage, interest rates, liquidity and foreign currency risks and
the controls in place to manage these risks are provided in note
18 to the financial statements.
(II) INVESTMENT PERFORMANCE RISK
The relative performance of the Company against its benchmark
and AIC peer group depends principally on asset allocation
and stock selection, which, in turn, require investment skills. In
exercising these skills, the Investment Manager is responsible
for adhering to the investment policy and investment restrictions
set by the Board and amended from time to time.
Management of risk
The Board is responsible for ensuring that the investment policy
is met. The day-to-day management of the Company’s assets
is delegated to the Investment Manager under investment
guidelines, with close monitoring of the guidelines.
The Board meets the Manager on a regular basis and keeps
investment performance under close review. Investment
performance is monitored over the short, medium and longer
term against the Company’s benchmark and against the
Company’s AIC peer group. The Management Engagement
Committee reviews the Manager’s performance on at least
an annual basis. The Investment Managers keep the global,
political and economic picture under review as part of the
investment process and pays particular attention to sector and
market specific issues.
During the year under review, the Board engaged regularly
with the current Investment Manager in connection with the
Company’s performance and decided to initiate a strategic
review in light of continued underperformance and the fall in
size of the Company. The Board announced the strategic
review of all options available to the Company on 7 August
2025, with the objective of improving performance or otherwise
achieving value for shareholders. On 30 October 2025, the
Company announced the proposed appointment of Columbia
Threadneedle Investments as its investment manager, shifting to
a long/short equity strategy based on Columbia Threadneedle’s
Seligman Healthcare Strategy, subject to shareholder approval.
The Board continues to actively progress this decision, with
a focus on enhancing execution and improving long-term
performance. The shareholder Circular convening the General
Meeting was published 12 February 2026, reflecting the Board’s
conclusion that Columbia Threadneedle Investments should
be appointed as the Company’s investment manager, with the
adoption of the Seligman Healthcare Strategy.
(III) CORPORATE GOVERNANCE AND
INTERNAL CONTROL RISKS
The Board has contractually delegated responsibility for the
management of the investment portfolio, custodial services
(including the safeguarding of assets), registration services, and
accounting and company secretarial functions to external service
providers. Details of the Company’s principal service providers
are set out on pages 31 and 32 of the Directors’ Report.
The principal risks arising from these arrangements relate
to the allocation of the Company’s assets by the current
Investment Manager and the effective and professional delivery
of administrative, registration and custodial services. A failure
in these areas could result in adverse outcomes, including loss
of assets, inadequate returns to shareholders and potential
loss of the Company’s investment trust status. In addition,
cyber security risks could lead to breaches of confidentiality,
compromise of data integrity and disruption to investment
decision-making processes. Failures in physical security could
result in damage to or loss of equipment, with consequential
operational and financial impacts on the Company.
Management of risk
The Board manages corporate governance and internal
control risks through a structured framework of oversight,
delegation and assurance. Service providers are appointed
following due diligence and operate under formal contractual
arrangements that clearly define roles, responsibilities and
Bellevue Healthcare Trust plc Annual Report and Accounts 202518
performance standards. 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.
The Board and its Committees regularly review the
performance of all key service providers, supported by
periodic reporting, controls assurance, and compliance
attestations. This reporting covers such matters as
business resilience, cyber security risk and data, as well as
additional matters that are subject to review as part of the
annual audit of the Company. Policies and procedures are
reviewed regularly, with any exceptions or incidents reported
promptly to the Board. All key service providers produce
annual internal control reports for review by the Audit and
Risk Committee. The Audit and Risk Committee oversee
the effectiveness of internal controls and risk management
systems, including third-party controls, and ensures
that appropriate escalation, remediation and assurance
processes are in place. This framework enables the Board
to monitor risks on an ongoing basis and take timely action
where necessary.
(IV) REGULATORY RISKS
Breaches of Section 1158 of the Corporation Tax Act 2010
could result in loss of the Company’s investment trust status.
Such a loss would subject the Company to taxation on gains
arising from the disposal of its investments. Breaches of
FCA rules applicable to listed entities could result in financial
penalties or the suspension of trading of the Company’s
shares on the London Stock Exchange. In addition, breaches
of the Companies Act 2006, the Alternative Investment Fund
Managers’ Directive, applicable accounting standards, the
Listing Rules, the Disclosure Guidance and Transparency
Rules, or the Prospectus Rules could give rise to financial
penalties or legal proceedings against the Company or its
Directors.
Management of risk
The Company has delegated relevant operational functions to
experienced external service providers, with clearly defined
contractual responsibilities and reporting obligations. The
Investment Manager, Depositary and Administrator provide
regular reports to the Audit and Risk Committee on their
monitoring activities, controls frameworks and compliance
programmes. The Investment Manager monitors investment
positions on an ongoing basis, while the Investment Manager
and Administrator jointly monitor forecast income and
expenditure to ensure continued compliance with investment
trust requirements.
The Board remains alert to the impact of significant regulatory
change and is kept informed of corporate governance
developments and, as far as practicable, adheres to
corporate governance guidelines that are applicable to an
investment company.
Although Provision 34 of the AIC Code (relating to an explicit
declaration on the effectiveness of material internal controls)
is not yet applicable to the Company, the Board is taking
steps to work towards compliance. During the year, the Audit
and Risk Committee discussed the Company’s approach
to identifying material controls, including those operated
by third-party service providers, with assurance available
through controls reports and management confirmations.
This work will continue during the coming year to ensure the
Board is well positioned to make the required declaration.
(V) BUSINESS INTERRUPTION
Disruption to, or failure of, services provided by the
Company’s key service providers could result in information
not being processed accurately or in a timely manner.
This may lead to misappropriation of assets, regulatory
investigation or financial loss, failure of trade settlement, or,
in extreme circumstances, the potential loss of investment
trust status. A failure or breach of information security could
also result in breaches of confidentiality, compromise of data
integrity, and disruption to investment decision-making. In
addition, failures in physical security could lead to damage
to or loss of equipment, with associated operational and
financial consequences.
Management of risk
Each of the Company’s key service providers maintains
comprehensive business continuity and disaster recovery
arrangements designed to ensure continuity of operations
in the event of service disruption or a major incident. Any
breaches or significant incidents are reported promptly to the
Board. The Investment Manager, Administrator, Depositary,
Registrar and Company Secretary each operate formal
business continuity plans. Controls reports and assurance
provided by key third-party service providers are reviewed by
the Investment Manager and Company Secretary on behalf
of the Audit and Risk Committee. The Depositary reports
regularly to the Board on custody matters, including the
Risk and Risk Management continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 19
Strategic Report
continued safe custody of the Company’s assets. Under the
Proposals the Company’s Investment Manager, Administrator,
Company Secretary, Custodian and Depositary will change,
however the Board is satisfied that the proposed key service
providers have sufficient operational resilience to ensure the
Company will continue to operate effectively.
Cyber security risks are actively monitored as threats
continue to evolve and become increasingly sophisticated.
The Board receives regular assurance on information security
arrangements through reports from key service providers,
including internal audit and controls assurance reports
covering information technology and cyber security. This
provides the Board with comfort that appropriate safeguards
are in place and operating effectively.
(VI) ESG AND CLIMATE CHANGE RISK
The Company does not adopt a UK Sustainability Disclosure
Requirements (SDR) investment label, as it does not pursue
specific sustainability objectives aligned with the four SDR
categories. However, ESG considerations are integrated into
the investment process.
Financial risks arising from climate change are generally
categorised as either physical or transition risks. Physical
risks arise from acute or chronic weather-related events
(such as extreme weather), while transition risks arise
from changes in regulation, policy or market expectations
associated with the transition to a lower-carbon economy.
The Company may also face reputational risk arising from
non-compliance with applicable regulations, inaccurate
disclosures, or increasing investor demand for ESG-focused
products. Climate change may impact the operations and
valuations of investee companies, which could in turn affect
shareholder returns.
Management of risk
The portfolio is well diversified, which helps to mitigate
exposure to physical climate-related risks. The Board and
Investment Manager monitor developments in climate-related
regulation affecting both the Company and its investee
companies, recognising that regulatory change may
introduce additional uncertainty. Relative to the broader
economy, the portfolio has a comparatively low carbon
footprint. In addition, the Investment Manager’s parent
company has implemented a carbon reduction strategy,
including independent auditing of its carbon footprint in line
with ISO 14064-1 and Greenhouse Gas Protocol standards,
corporate emissions reduction initiatives, and the offsetting of
residual emissions through high-quality climate projects. The
Bellevue Group is targeting a reduction in CO
2
emissions per
full-time equivalent employee of at least 30% by 2030 and is
certified as carbon neutral by Swiss Climate.
The Company’s ESG statement is available on pages 27
and 28 of this report. While investment trusts are currently
exempt from mandatory TCFD disclosures, the Board
continues to monitor regulatory developments in this area.
Bellevue Healthcare Trust plc Annual Report and Accounts 202520
Viability Statement
The Directors have assessed the viability of the Company
for the five years to 30 November 2030 (the “Period”),
which the Directors consider to be appropriate in light of the
Company’s investment horizon and the Proposals outlined in
the Chairman’s Statement on pages 2 and 3.
In making this assessment, the Directors have considered
the Company’s income and expenditure projections, the
liquidity of the investment portfolio, and the predictability of
the Company’s operating costs. The portfolio is invested
in liquid securities which, if required, could be realised to
meet liabilities as they fall due. Operating costs are modest
and predictable relative to the size of the portfolio, and
the Directors do not anticipate a material increase in the
Company’s ongoing charges ratio over the assessment
period.
Under all scenarios reviewed by the Directors, the
Company’s available liquidity provides substantial coverage
of operating expenses. Portfolio positioning, market
developments and strategic outcomes are reviewed regularly
by the Board, including at quarterly meetings. In addition, the
Company’s internal control framework is subject to formal
review at least annually.
As outlined earlier in the Report, a Circular relating to
the proposed appointment of Columbia Threadneedle
Investments was published on 12 February 2026, and a
General Meeting is scheduled for 4 March 2026. While the
Board believes the Proposals offer an exciting approach to
investment within the healthcare sector, the outcome of the
resolutions to be considered at the General Meeting, and the
level of participation in the associated tender offer, remain
unknown.
While the Company’s strategic review was initiated following
a period of underperformance, the Board continues to
believe that the healthcare sector offers compelling long-term
investment opportunities, given its scale, societal importance,
breadth of investment opportunities and innovation-driven
growth potential and the Proposals support this view.
In assessing viability, the Directors have also considered a
range of broader assumptions relevant to the Company’s
long-term prospects, including:
the attractiveness of the healthcare sector as a long-term
investment opportunity, supported by innovation,
demographic trends, regulatory frameworks and intellectual
property protections;
the suitability of a diversified, actively managed healthcare
investment approach, including the use of risk mitigation
techniques, to navigate market volatility and support
sustainable returns over the long term;
continued investor appetite for closed-ended investment
trusts;
the Company’s gearing policy and access to financing,
where applicable; and
that regulatory developments will not increase to a
level that renders the Company uneconomic relative to
competing investment products.
Based on their assessment, and having regard to the matters
described above, the Directors have a reasonable expectation
that the Company will continue in operation and be able
to meet its liabilities as they fall due over the Period. The
Company’s income from investments and cash realisable from
the sale of its investments provide cover to the Company’s
operating expenses under all stress test scenarios reviewed
by the Directors. However as outlined above, due to the
outcome of the resolutions to be considered at the General
Meeting, and the level of participation in the associated
tender offer, remaining unknown at the date of approval of
the financial statements, the Directors recognise that these
conditions indicate the existence of a material uncertainty
which may cast doubt about the Company’s ability to continue
as a going concern.
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 21
Strategic Report
Stakeholder Engagement
This section of the Annual Report explains how the Board has
discharged its duties under section 172(1) of the Companies Act
2006, namely to promote the success of the Company for the
benefit of its members as a whole. In doing so, the Board has
had regard to the likely long-term consequences of its decisions,
the interests of the Company’s stakeholders, the need to maintain
high standards of business conduct, and the impact of the
Company’s activities on the environment.
The Board recognises that effective engagement with
stakeholders is fundamental to sound decision-making and
long-term value creation. As an externally managed investment
company, the Company has no employees and instead operates
through a number of external service providers, including
the Investment Manager, Administrator, Company Secretary,
Corporate Broker, Public Relations Adviser, Depositary and
banking providers. These service providers are key stakeholders
and play an important role in supporting the Board’s governance
responsibilities and its engagement with shareholders and the
wider market.
The Board has identified the Company’s principal stakeholders
and considers their interests as part of its ongoing oversight
and strategic decision-making. The Board regularly assesses
both the actual and potential impact of its decisions on these
stakeholders, particularly in the context of strategy, performance,
risk management and capital allocation. This approach helps to
ensure that stakeholder considerations are embedded within the
Board’s deliberations and that decisions are taken with a view to
the Company’s long-term sustainability and success.
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
strategic decisions during the year that affect shareholders.
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 current 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 Chairman and other
Directors are always happy to meet with shareholders, and
welcome conversations.
Clear and timely communication of the Company’s strategy
and performance against its objectives enables shareholders to
make informed investment decisions, taking into account short,
medium and longer-term considerations. Ongoing engagement
with shareholders allows the Board to understand shareholder
perspectives, align decision-making with the interests of
shareholders as a whole, and support the Company’s long-term
sustainable success.
During the year, the Board, together with its advisers, undertook
a detailed review of the Company’s investment management
arrangements, including consideration of proposals from a
range of candidates interested in assuming the investment
management mandate. This review assessed the potential value
offered to shareholders, the impact on the ongoing charges ratio,
and the implications of different investment policies and styles,
with the objective of improving the Company’s performance over
the longer term.
As part of this strategic review process, the Board engaged
directly with shareholders, which was initiated to consider all
options for improving performance or otherwise delivering value
for shareholders, and included consultation with the existing
Investment Manager and advisers on potential strategic outcomes.
The Board appreciates that shareholders vary by size and
resource, but the Company’s investor relations team, Investment
Manager and Board of Directors are pleased to engage with
shareholders, whatever their size.
Bellevue Healthcare Trust plc Annual Report and Accounts 202522
Importance of engagement Examples of engagement and key decisions
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 Board is pleased to invite shareholders to attend the
AGM on 28 April 2026, with more details included in the
Chairman’s statement on page 5.
In October 2025, the Board announced its conclusion that
the best interests of shareholders would be served by the
proposed appointment of Columbia Threadneedle Investments
as the Company’s investment manager, and that it intended to
seek shareholder approval for the associated changes to the
investment policy and objectives at a shareholder meeting, which
will be held on 4 March 2026.
During the year, the Board introduced a Zero Discount Policy
as part of its ongoing engagement with shareholders and in
response to feedback on liquidity and discount management.
The policy was designed to support the Company’s long-term
success by seeking to ensure that the Company’s shares trade
at or around NAV in normal market conditions. In making this
decision, the Board considered the benefits to shareholders of
improved liquidity, greater transparency around exit pricing, and
the ability to manage holdings on an ongoing basis rather than at
a single annual redemption point. The Board also considered the
potential impact on the Company’s size and capital management
and continues to keep the operation of the policy, alongside other
capital management tools, under regular review.
In support of this approach, and reflecting ongoing shareholder
engagement, the Board convened a number of General Meetings
between 23 April 2025 and 5 January 2026 to seek shareholder
authority for the Company to purchase its own shares, enabling
the effective operation of the Zero Discount Policy and reinforcing
alignment between the Board’s decisions and shareholders’
interests.
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 considers shareholder engagement to be of paramount
importance and is committed to ensuring that the AGM is a
meaningful and participative forum for all shareholders. The
Company values the feedback and questions received from
shareholders both ahead of and during the AGM. Where a
significant proportion of votes is cast against any resolution, the
Board will engage with shareholders to understand the reasons
for the dissent and will outline, in the announcement of the AGM
results, the steps it intends to take to consult shareholders further.
Following this consultation, the Board will provide an update no
later than six months after the AGM, and the subsequent Annual
Report will describe how shareholder feedback has informed the
Board’s decision-making and any actions taken or resolutions
proposed.
Stakeholder Engagement continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 23
Strategic Report
Importance of engagement Examples of engagement and key decisions
Shareholders are able to raise concerns directly with the
Chairman or the Board, without the involvement of the Investment
Manager or Company Secretary, either in person at the AGM or
other events, or in writing via the Company’s registered office.
Any matters raised by shareholders are noted and considered
by the Board as part of its ongoing engagement and decision-
making process.
The Board and the Investment Manager regard effective
communication and engagement with shareholders as a key
priority. The Board regularly reviews the Company’s share register
and receives regular reports from the Investment Manager and
Corporate Broker outlining feedback received from shareholder
meetings.
Shareholders are kept informed through the publication of annual
and half-yearly reports, monthly factsheets and commentary
from the Investment Manager available via the Company’s
website, as well as attendance at events where the Investment
Manager presents. The Company’s annual and half-yearly
reports are published on the Company’s website and circulated
to shareholders on request. This information is supplemented
by the daily calculation and publication of the Company’s NAV,
which is released via a Regulatory Information Service and made
available on the Company’s website.
Investment Manager
The most significant service provider for the Company’s
long-term success is 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 is also 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 received regular presentations from
the existing Investment Manager and members of the wider
investment team at each Board meeting, allowing the Directors
to exercise effective oversight of portfolio performance and
strategic direction. The performance of the Investment Manager
was also reviewed formally during the Management Engagement
Committee meeting.
In addition, the Directors engaged closely with the existing
Investment Manager and advisers outside scheduled meetings
on matters relating to portfolio management, administration and
governance oversight, including relationships with third-party
service providers and engagement with shareholders.
Bellevue Healthcare Trust plc Annual Report and Accounts 202524
Importance of engagement Examples of engagement and key decisions
The Board considers ongoing engagement with the
Investment Manager and advisers to be fundamental to
effective oversight, informed decision-making and the
long-term success of the Company. Regular dialogue
enables the Board to assess performance against the
Company’s investment objective and policy, to understand
portfolio positioning and risks, and to ensure that the
Company’s strategic objectives remain appropriate. The
Board also places importance on engagement outside
formal Board meetings, recognising that timely interaction
supports effective governance, accountability and alignment
with shareholders’ interests.
There was significant engagement during the year with
the Company’s existing Investment Manager, together
with advisers, in connection with the strategic review of
the Company’s investment management arrangements.
This included detailed discussions to agree proposed new
management arrangements and to plan for the orderly
transition from the current Investment Manager to Columbia
Threadneedle Investments, subject to shareholder approval
at the forthcoming General Meeting.
There was significant engagement during the year in connection
with the Company’s strategic review, including detailed
discussions with the existing Investment Manager and advisers
and consideration of alternative investment management
arrangements. This process led to the Board’s decision to
propose the appointment of Columbia Threadneedle Investments
as the Company’s Investment Manager, subject to shareholder
approval.
The Board continues to work closely with the current and
proposed investment managers and advisers to ensure that the
proposed transition of management arrangements is managed in
an orderly manner and in the best interests of shareholders.
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.
There have been changes to the senior management at the
Bellevue Group AG executive team level in Switzerland during
the year. The management team in both London and Switzerland
have attended Board meetings and strategy sessions, ensuring
that service provision is maintained at the highest level.
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 31 and 32 of this Report.
All service providers are subject to an annual performance
review, to ensure reappointment is in the best interests of
the Company’s shareholders.
The Board has strong working relationships with the Investment
Manager, Broker, Legal Adviser, Company Secretary,
Administrator and Depositary. Experienced and capable third
parties provide the services required to be a well-functioning
Company. Representatives of all the main service provider
functions present regularly to the Board.
The Board receives internal control reports from their service
providers. 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.
Under the Proposals the Company’s Investment Manager,
Administrator, Company Secretary, Custodian and Depositary will
change, however the Board are satisfied that the proposed key
service providers have sufficient operational resilience to ensure
the Company will continue to operate effectively.
The Auditor is invited to attend the Audit and Risk Committee
meeting twice a year. The Audit and Risk Committee Chairman
maintains regular contact with the Audit partner to ensure the
audit process is undertaken effectively.
Stakeholder Engagement continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 25
Strategic Report
Importance of engagement Examples of engagement and key decisions
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.
The Board is also conscious of the importance of providing
a vehicle which meets the needs of its shareholders,
including retail investors.
In making investment decisions, the Investment Manager
considers qualitative measures such as the environmental and
social impact of an investee company as well as financial and
operational measures.
The Investment Manager takes voting obligations seriously
and there are multiple structures in place to ensure votes are
cast in all investee company 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.
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.
In summary, the Directors are mindful of their duties under section 172 of the Companies Act 2006 and take decisions with
due regard to the long-term consequences for the Company and its key stakeholders. The Board believes that the Company’s
long-term, sustainable success is intrinsically linked to the effective engagement with, and consideration of, those stakeholders.
BOARD DECISION-MAKING
The Board seeks to act in the best interests of shareholders as a whole and, in doing so, has regard to the long-term
consequences of its decisions, the Company’s purpose, values, investment objective and policy, and the interests of the
Company’s key stakeholders. The Board considers these factors both in discussions and when making decisions, alongside
regular and detailed reviews of the Company’s portfolio, strategy and performance. Set out below are examples of key
discussions held, and decisions taken by the Board during the financial year to 30 November 2025.
STRATEGIC REVIEW AND PROPOSED CHANGE OF INVESTMENT MANAGER
On 7 August 2025, the Board announced that it had initiated a strategic review to consider all options available to the Company
with the objective of improving performance or otherwise delivering value for shareholders. This included detailed engagement
with the existing Investment Manager, advisers and shareholders, as well as consideration of proposals received from a range
of investment managers and alternative strategic options, including an orderly wind-down of the Company.
Following this process, the Board concluded that the proposed appointment of Columbia Threadneedle Investments as
investment manager, together with the adoption of a revised investment strategy, would best serve the long-term interests
of shareholders. In reaching this decision, the Board considered the potential impact on performance, risk management,
costs and alignment with shareholder interests. The appointment of Columbia Threadneedle is conditional on the approval by
shareholders at a General Meeting of the Company of the adoption of an amended investment policy by the Company. The
Circular was published on 12 February 2026 with the General Meeting to be held on 4 March 2026.
DISCOUNT MANAGEMENT
The Board continues to focus on effective discount management and liquidity for shareholders. During the year, the Board
introduced a Zero Discount Policy, with the objective of supporting the Company’s shares trading at or around NAV in normal
market conditions. In making this decision, the Board considered shareholder feedback on liquidity and pricing, the limitations
Bellevue Healthcare Trust plc Annual Report and Accounts 202526
of the annual redemption facility, and the potential impact on the Company’s size and capital structure. During the strategic
review process, the Company’s annual redemption facility has been paused, removing the risk of ongoing redemptions
impacting liquidity or scale while the review is concluded. The Board retains absolute discretion over the operation of any future
redemption arrangements.
The Board regularly reviews the level of the Company’s discount, the composition of the share register and market conditions, and
seeks shareholder authority through General Meetings to enable the effective operation of its capital management tools. The Board
keeps the operation of the Zero Discount Policy under ongoing review to ensure it remains aligned with shareholders’ interests and
the Company’s long-term success.
MARKETING AND SHAREHOLDER ENGAGEMENT
The Board places importance on maintaining clear communication with shareholders and improving the Company’s profile in the
market. During the year, the Board reviewed the Company’s marketing and communication activities, appointing Burson Buchanan
as PR Adviser, with a focus on ensuring consistent messaging around the Company’s strategy, performance and objectives.
BOARD SUCCESSION PLANNING
The Board also devoted time during the year to succession planning and Board composition. Following the recent strategic review
and in light of forthcoming changes to the Board, the Directors reviewed the balance of skills, experience and independence
on the Board to ensure it remains appropriate for the Company’s evolving strategy and governance requirements. In particular,
Kate Bolsover will not seek re-election at the 2026 AGM, as she will no longer be regarded as independent of the proposed new
investment manager due to her role as Chairman of TR Property. Sarah MacAulay, who joined the Board in February 2025, is
expected to succeed as Chairman following the AGM, subject to shareholder approval. In addition, Jo Dixon will conclude her
service as Senior Independent Director at the AGM upon reaching the end of her tenure. A search process is underway to appoint
a new non-executive Director to the Board, with the Senior Independent Director role to be determined in due course as part of
the Board’s succession planning process.
More details can be found in the Chairman’s Statement on page 3.
Stakeholder Engagement continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 27
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 Company 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 a 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.
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.
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.
Bellevue Healthcare Trust plc Annual Report and Accounts 202528
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 1January2022 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
Bellevue Healthcare Trust 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.
Environmental, Social and Governance (“ESG”) Policy continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 29
Strategic Report
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 2025
the Company had five Directors, one of whom was male
(20%) and four of whom were female (80%). The Board’s
policy on diversity is contained in the Corporate Governance
Report (on pages 39 and 40).
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 Chairman’s
Statement on page 5.
STRATEGIC REPORT
The Strategic Report set out on pages 1 to 29 of this
Annual Report was approved by the Board of Directors on
27February 2026.
For and on behalf of the Board
Kate Bolsover
Chairman
27 February 2026
Other Information
Governance
30 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 31
Governance
Directors’ Report
The Directors present their annual report and accounts for
the year ended 30 November 2025.
STRATEGIC REPORT
The Directors’ Report should be read in conjunction with the
Strategic Report on pages 1 to 29.
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 2025.
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 202532
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 is the Company’s Company
Secretary and Administrator.
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 Board has carefully reviewed the performance and
management arrangements of the current AIFM during
the year, particularly in light of the Company’s recent
underperformance. As part of the strategic review process,
and in order to preserve flexibility while options were being
considered, the Board issued protective notice to Bellevue
Asset Management (UK) Limited in accordance with the
terms of the existing management agreement during the year.
Following the strategic review, and as announced in October
2025, the Board concluded that it is in the best interests
of shareholders to propose the appointment of Columbia
Threadneedle Investments as the Company’s AIFM and
investment manager, subject to shareholder approval at the
forthcoming General Meeting.
Until such time as the Proposals are approved and
implemented, the current AIFM continues to manage the
Company’s investments. In addition, the Board issued
formal directions effective 29 October 2025, to restrict
new investments to assets that could be readily sold within
five trading days. This directive was intended to mitigate
liquidity risk during the anticipated portfolio transition and
was disclosed to investors in compliance with regulatory
requirements. The Board continues to monitor performance
and engagement closely during this transition period.
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
2025
100% 100%
* Definitions of this APM together with how these measures have been
calculated can be found on page 77.
Directors’ Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 33
Governance
SHARE ISSUES
During the year ended 30 November 2025, the Company did
not issue any shares through the share issuance programme.
The number of Ordinary Shares in issue at 30 November
2025 was 315,152,309, of which 223,124,455 Ordinary
Shares are held in Treasury. Therefore, the total number of
voting rights in the Company as of 30 November 2025 was
92,027,854.
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
20February 2019. At the AGM of the Company held on
23April 2025, the Directors were granted authority to allot up
to 24,180,403 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 NAV (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 NAV (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 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 28 April 2026.
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 gives 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 191,342,037 during the year ended 30 November
2025. The Company has bought back 18,828,620 Ordinary
Shares to be held in treasury since the year end.
DISCOUNT MANAGEMENT
At the Company’s 2025 AGM, the Directors were given
authority to make market purchases of up to 36,246,425
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
Bellevue Healthcare Trust plc Annual Report and Accounts 202534
the Company and authority for the Company to purchase 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 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.
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, 191,342,037 Ordinary Shares
have been bought back by the Company during the year to
30 November 2025.
During the year, the Board introduced a Zero Discount
Policy, with the objective of ensuring that the Company’s
shares trade at or around NAV in normal market conditions.
Under this policy, the Company may buy back shares when
they trade at a discount to NAV and issue shares (or sell
shares from treasury) when they trade at or above NAV.
The Board believes this approach is in the best interests of
shareholders, providing effective and continuous discount
control while supporting the efficient management and
potential growth of the Company.
The Zero Discount Policy replaces reliance on the annual
redemption facility as the primary mechanism for managing
the discount. The Board considers that the policy offers
shareholders greater flexibility and transparency by enabling
them to exit at or close to NAV throughout the year, rather
than at a single annual point, and at a known price within a
shorter timeframe. The Board also believes that the policy
improves liquidity, reduces uncertainty around Company size
following redemptions, and allows shareholders to manage
their holdings more effectively. The operation of the policy,
alongside any other capital management tools, continues to
be kept under regular review by the Board.
In order that the Company may continue to operate the Zero
Discount Policy once the authority to repurchase its own
shares has been fully utilised, the Company holds a General
Meeting at which the Company seeks further renewal of
the authority to make purchases of its own shares. Without
this further authority, the Company may not have sufficient
authority remaining to continue to purchase its own shares
to support the Zero Discount Policy. In the period from
23 April 2025 to 27 February 2026, the Company has had
eight General Meetings to renew authority.
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.
During the strategic review period, the Company’s annual
redemption facility has been paused.
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 had a multi-currency Revolving Credit Facility
(“RCF”) with The Bank of Nova Scotia, London Branch. From
December 2024 the Company had the ability to draw down
loans up to an aggregate value of USD 125 million. In May
2025, the Company elected to cancel USD 40 million of the
RCF, reducing the amount available to draw down to USD
85million.
The RCF was renewed in December 2025, at which point the
aggregate value was amended to USD 70 million, with the
other terms remaining unchanged.
The facility was subsequently cancelled by the Company on
9February 2026.
Directors’ Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 35
Governance
CAPITAL STRUCTURE AND VOTING RIGHTS
As at 30 November 2025, the Company’s issued share
capital comprised of 50,001 Management Shares and
315,152,309 Ordinary Shares of 1p nominal value, of which
223,124,455 Ordinary Shares are held in Treasury.
Therefore, the total number of voting rights in the Company is
92,027,854. 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
The Company was aware of the following substantial interests in the voting rights of the Company.
Name
Number of
Ordinary
Shares
held at 30
November
2025
% of voting
rights at 30
November
2025
Number of
Ordinary
Shares held
at 30 January
2026
% of voting
rights at 30
January 2026
Evelyn Partners 6,194,853 6.73 5,361,909 7.27
RBC Brewin Dolphin 6,104,486 6.64 5,388,016 7.30
EFG Harris Allday 6,029,033 6.55 5,654,665 7.66
Luzerner Kantonalbank AG 5,107,114 5.55 4,953,330 6.71
JM Finn & Co 4,894,681 5.32 3,614,962 4.90
Columbia Threadneedle Investments 4,011,945 4.36 - -
BRI Wealth Management Plc 3,163,401 3.44 - -
AJ Bell Securities 3,086,571 3.35 2,903,125 3.93
Vermeer Investment Management (UK) 3,009,007 3.27 2,850,207 3.86
At the latest practicable date prior to the publication of this report RBC Brewin Dolphin notified the Company that it held 1,384,837 Ordinary Shares (1.89%).
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.
Bellevue Healthcare Trust plc Annual Report and Accounts 202536
GOING CONCERN
The Directors have adopted the going concern basis
in preparing the financial statements. The following is a
summary of the Directors’ assessment of the Company’s
going concern status.
The Directors have a reasonable expectation that the
Company has adequate resources to continue in operational
existence for a period up to 30 November 2027, being at
least twelve months from the date of approval of the financial
statements. In reaching this conclusion, the Directors
have considered the liquidity of the Company’s investment
portfolio, its cash position and income and expense flows.
The Company’s net assets at 30 November 2025 were
£134.9 million (2024: £437.3 million).
As at 30 November 2025, the Company held £129.9 million
(2024: £417.8 million) in investments, cash of £5.9 million,
(2024: £274.0 million, which included £253.6 million payable
to redeeming shareholders)) with nil bank loans outstanding
(2024: £Nil). Further details on the Company’s bank loans are
detailed in note 12. The total expenses (excluding finance
costs and taxation) for the year ended 30 November 2025
were £3.6 million (2024: £7.4 million), which represented
approximately 1.3% (2024: 1.03%) of average net assets
during the year. The Company also incurred finance costs of
£356,000 (2024: £1.8 million).
In assessing the Company’s ability to continue as a going
concern, the Directors undertook a detailed operational and
financial review, including the consideration of the Company’s
liquidity and ability to meet its liabilities as they fall due. This
assessment took into account ongoing market uncertainty
arising from global economic and geopolitical factors, the
Company’s underperformance and reduction in size, and the
concentration of minority activist shareholders. In making their
assessment, the Directors also considered the operational
resilience measures maintained by key service providers,
including the Investment Manager.
The Circular relating to the proposed appointment of
Columbia Threadneedle Investments was published on
12 February 2026, and a General Meeting is scheduled for
4 March 2026. While the Board believes the Proposals offer
a compelling long-term opportunity within the healthcare
sector, the outcome of the resolutions to be considered at
the General Meeting, and the level of participation in the
associated tender offer, remain unknown at the date of
approval of the financial statements.
Accordingly, the Directors recognise that these conditions
indicate the existence of a material uncertainty which
may cast doubt about the Company’s ability to continue
as a going concern. Nevertheless, the Directors have a
reasonable expectation that the Company has adequate
operational resources to continue in operational existence
for at least twelve months from the date of approval of these
financial statements and therefore have concluded that it
remains appropriate to prepare the financial statements on a
going concern basis, with material uncertainty.
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 is 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.
Ernst & Young LLP (“EY”) served as the Company’s
independent auditor for the year ended 30 November 2025.
Following publication of these financial statements, EY will
step down as auditor due to independence considerations
arising in connection with the proposed appointment of
Columbia Threadneedle Investments as the Company’s
investment manager.
The Board has undertaken a formal audit tender process and
has approved the appointment of BDO LLP (“BDO”) as the
Company’s new auditor. BDO’s appointment will take effect
following EY’s cessation of office, in accordance with the
applicable statutory and regulatory requirements.
In accordance with Section 489 of the Companies Act 2006,
a resolution to appoint BDO LLP as the Company’s auditor
will also be put forward at the forthcoming AGM.
By order of the Board
27 February 2026
Directors’ Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 37
Governance
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
January 2024 and the AIC Code of Corporate Governance
(‘AIC Code’) issued in August 2024 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
Clare Brady and Sarah MacAulay were appointed to the
Board on 3 February 2025, bringing significant board and
oversight experience. Randeep Grewal and Paul Southgate,
who had served on the Board since the Company’s
inception, retired at the Company’s AGM held on 23 April
2025. As at 30 November 2025, the Board comprised five
non-executive Directors, with 80% female and 20% male
representation.
During the year ended 30 November 2025, all Directors
were considered by the Board to be independent of the
Investment Manager and free from any business or other
relationship that could materially interfere with the exercise of
their independent judgement.
Following the conclusion of the Company’s strategic review,
and with effect from the appointment of the new investment
manager, Kate Bolsover will no longer be regarded as
independent due to her role as Chairman of TR Property. In
order to ensure continued compliance with the UK Listing
Rules, she will not seek re-election at the 2026 AGM. It
is intended that Sarah MacAulay will assume the role of
Chairman, subject to her own re-election. Sarah is well
known within the investment trust sector, having held a
number of non-executive board roles, including serving as
Chairman of Schroder Asian Total Return and previously as
Chairman of JPMorgan Multi-Asset Growth and Income.
The Company’s Senior Independent Director, Jo Dixon, will
also not seek re-election at the 2026 AGM, having served
for nine years. A search process is underway to appoint a
new non-executive Director to the Board, with the Senior
Independent Director role to be determined in due course as
part of the Board’s succession planning process.
Each Director has disclosed in their biography the specific
reasons why their contribution is, and continues to be,
important to the Company’s long-term sustainable success.
All remaining Directors will offer themselves for annual re-
election at the Annual General Meeting.
The Board believes that, during the year ended 30 November
2025, its composition was appropriate for an investment
company of the Company’s nature and size. The Board’s
policy on the appointment of non-executive Directors reflects
its commitment to maintaining a diverse range of skills,
experience, tenure and backgrounds, including, but not
limited to, gender diversity.
Looking ahead, the Board anticipates appointing an
additional non-executive Director in 2026 to further
strengthen the Board. A further announcement will be made
in due course.
The Directors collectively bring a broad range of relevant
skills and experience to meet the Company’s needs.
Further details are set out in the Directors’ biographies below.
KATE BOLSOVER (CHAIRMAN OF THE
BOARD)
Kate Bolsover worked in the City of London for over
25years, initially as an analyst and thereafter running the
mutual fund businesses of both Baring Asset Management
Bellevue Healthcare Trust plc Annual Report and Accounts 202538
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 a 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.
JOSEPHINE DIXON (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 Chairman of JPMorgan European
Growth and Income PLC, and non-executive director and
Chairman of the Audit Committee of Strategic Equity Capital
PLC.
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.
CLARE BRADY (CHAIRMAN OF THE AUDIT
AND RISK COMMITTEE)
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, 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 Chairman of
Schroder Asian Total Return Investment Company plc and a
non-executive director of Baillie Gifford China Growth Trust plc
and Ashoka India Equity Investment Trust plc. Until March
2024, Sarah was Chairman 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. Jo Dixon has
served for more than nine years and therefore will not be
offering herself up for re-election at the forthcoming AGM.
All Directors will remain independent of the Company’s
Investment Manager.
Corporate Governance continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 39
Governance
In line with corporate governance best practice, Directors
remaining on the Board will offer themselves for re-election at
the AGM of the Company to be held on 28 April 2026.
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 Clare Brady 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 Kate Bolsover 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 pages37
and 38. 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
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 Chairman of the Board,
the Chairman 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.
Bellevue Healthcare Trust plc Annual Report and Accounts 202540
As required under UKLR 16.3.29, further detail in respect of the diversity targets as at 30 November 2025 are provided in the
tables below.
Number of Board
members*
Percentage of the
Board
Number of senior
positions on the
Board
Men 1 20% 0
Women 4 80% 3
Prefer not to say - - -
Number of Board
members*
Percentage of the
Board
Number of senior
positions on the
Board
White British or Other White (including minority-white groups) 5 100% 3
Asian/Asian British 0 0% 0
Prefer not to say - - -
* As noted previously, during the full year under review there were 5 non-executive directors, increasing to 7 for a period of time 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 1
Kate Bolsover 4/4 3/3 1/1
Josephine Dixon 4/4 3/3 1/1
Tony Young 4/4 3/3 1/1
Clare Brady 4/4 3/3 1/1
Sarah MacAulay 3/4 2/3** 0/1**
Randeep Grewal* 2/2 1/1 1/1
Paul Southgate* 2/2 1/1 1/1
* Left the Board on 23 April 2025
** Sarah MacAulay was unable to attend the Q1 Board meeting, Audit and Risk Committee meeting and Management Engagement Committee
meeting due to other commitments entered into ahead of her appointment to the Board.
There were other ad hoc Board and Committee meetings to deal with administrative matters, strategic issues, board selection,
market updates and document approval.
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 2025, the Board conducted an internal review of the Board and its Committees. The review was positive, and no critical
issues were identified. The review concluded that all Directors remain independent in character and judgement and there is
Corporate Governance continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 41
Governance
a good balance of skills and experience on the Board that
encourages diversity of thought and competencies. There is
an orderly succession plan for appointments going forward to
maintain an appropriate balance of skills and experience.
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 NAV 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 50 and a Statement of Going Concern
is on page 36. The Report of the Independent Auditor is on
pages 51 to 57.
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.
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
Bellevue Healthcare Trust plc Annual Report and Accounts 202542
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 16 to 19.
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 her 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 82 or sending an
email 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
2025 received 20% or more of the votes cast against.
ANNUAL GENERAL MEETING
The AGM will be held at 12:00 p.m. on 28 April 2026 at the
offices of Hogan Lovells, Atlantic House, Holborn Viaduct,
London, EC1A 2FG and shareholders are warmly invited
to attend. The Notice of AGM will be available shortly after
publication of this document.
Shareholders are strongly encouraged to submit proxy
votes online by visiting www.signalshares.com. There
is a straightforward registration process and a number of
our shareholders are using the site already. All you need is
your name, address and investor code, which can be found
on your share certificate. If you are having trouble locating
your share certificate or investor code, please call the
shareholder helpline on 0371 664 0300 (or from overseas
+44 (0)371664 0300). Any shareholder who is unwilling or
unable to vote digitally can request to receive a paper proxy
card by telephoning the shareholder helpline.
Shareholders that hold their shares through an investment
platform provider or nominee are encouraged to contact
their investment platform provider or nominee as soon as
possible, and are encouraged to VOTE IN FAVOUR for
each of the Resolutions to be lodged on their behalf. The
Association of Investment Companies’ guidance on how
to vote through investment platforms can be found on its
website www.theaic.co.uk/how-to-vote-your-shares.
The Directors believe that the resolutions to be proposed at
the AGM are in the best interests of the Company and its
shareholders as a whole and recommend that shareholders
vote in favour of the resolutions. The Directors intend to vote
their own shareholdings in favour.
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 2025 43
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 28 April 2026.
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 2025.
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 51 to 57.
REMUNERATION IMPLEMENTATION
The Company currently has five Non-Executive Directors.
Directors’ fees with effect from 1 December 2024, were
payable at the rate of £67,000 per annum for the Chairman
of the Board, £49,550 per annum for the Chairman 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 Chairman 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. The Board agreed that
the Directors’ remuneration for the upcoming year would be
reviewed following the strategic review outcome.
Since the Company’s IPO in 2016, net fees payable to the
Directors had been satisfied in Ordinary Shares acquired in
the market. In order to continually attract high quality and
diverse candidates as non-executive Directors, the Company
reviewed the Directors’ remuneration arrangements and
determined that 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. Due to the size and nature of the
Company, it has been 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 202544
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:
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.
Financial year to
30 Nov
2021
30 Nov
2022*
30 Nov
2023
30 Nov
2024
30 Nov
2025
Chairman 4.5% 48.2% 3.1% Nil Nil
Non-executive Director 4.7% 24.4% 2.2% Nil Nil
Chairman of the Audit and Risk Committee Supplement 5.8% 85.2% 3.3% Nil Nil
Chairman of the Management Engagement Committee Supplement Nil -60.0% Nil Nil Nil
* The Company reviewed and refreshed the Committee supplement fees for the year ended 30 November 2022.
Dec 16 Jul 18 Feb 20 Sep 21 Apr 23
Total Return (%)
BBH +91.6% MSCI WHC Index (GBP) +110.5%
-30
0
30
60
90
120
150
Nov 24 Nov 25
Directors’ Remuneration Policy and Implementation Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 45
Governance
DIRECTORS’ EMOLUMENTS FOR THE YEAR ENDED 30 NOVEMBER 2025
Director 30 Nov 2025 30 Nov 2024
Kate Bolsover
1
56.0 39.0
Josephine Dixon
2
44.0 51.0
Clare Brady
3
41.0 N/A
Tony Young 39.0 39.0
Sarah MacAulay
4
32.0 N/A
Randeep Grewal
5
27.0 68.0
Paul Southgate
6
16.0 39.0
Total 255.0 236.0
1. Appointed as Chairman on 23 April 2025
2. Retired as Chairman of Audit & Risk Committee on 23 April 2025
3. Appointed to the Board on 3 February 2025 and became Audit & Risk Committee Chairman on 23 April 2025
4. Appointed to the Board 3 February 2025
5. Retired from the Board on 23 April 2025
6. Retired from the Board on 23 April 2025
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 2024 was put
forward at the AGM held on 23 April 2025. The resolution
was passed with 94.33% 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 2025
£’000
2024
£’000
Income 2,185 3,031
Directors’ fees 254.5 236
Management fees and other operating expenses 3,555 7,413
Dividends paid and payable to shareholders 5,759 25,422
Bellevue Healthcare Trust plc Annual Report and Accounts 202546
DIRECTORS’ HOLDINGS (AUDITED)
The Directors had the following shareholdings in the Company, all of which are beneficially owned.
Director
Ordinary
Shares as at
30 Nov 2025
Ordinary
Shares as at
30 Nov 2024
Kate Bolsover 31,688 31,688
Josephine Dixon 131,102 131,102
Clare Brady** Nil N/A
Tony Young 37,511 37,511
Sarah MacAulay** Nil N/A
Randeep Grewal* N/A 165,090
Paul Southgate* N/A 100,723
* Mr Grewal and Mr Southgate retired as Directors after the Company’s AGM on 23 April 2025.
** The Company notes that for the majority of the period since Clare Brady and Sarah MacAulay joined the Board on 3 February 2025, they
have been prohibited from acquiring or otherwise trading in shares in accordance with the Company’s share dealing code and applicable law
andregulation.
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 2025; the
major decisions on Directors’ remuneration; any substantial
changes relating to Directors’ remuneration made during
the financial year to 30 November 2025; and the context in
which the changes occurred and decisions have been taken.
Kate Bolsover
Chairman
27 February 2026
Directors’ Remuneration Policy and Implementation Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 47
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 Chairman of the Board, Kate Bolsover, is
appropriate and welcome her 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 keep 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 2025. Meeting attendance is
shown on page 40 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 structured overview of the Company’s
identified principal and emerging risks arising from market
volatility, global economic and geopolitical uncertainty,
healthcare sector-specific factors, concentrated portfolio
exposure and performance risk. In addition, the Directors
have considered risks associated with the Company’s
strategic review, including uncertainty pending the outcome
of the General Meeting, the proposed change of Investment
Manager, discount management mechanisms and the
potential impact of further reductions in the Company’s size.
The Board also monitors corporate governance, regulatory
compliance, operational resilience (including cyber security
and business continuity), and ESG and climate-related
risks, ensuring these are appropriately reflected within the
Company’s risk framework. 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 2025.
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
Bellevue Healthcare Trust plc Annual Report and Accounts 202548
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.
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 in
Note 3 of this Annual Report.
GEO-POLITICS
During the financial year under review, the Committee
continued to monitor the geopolitical landscape, including
the ongoing conflict in Ukraine, tensions in the Middle
East and broader global trade and political developments.
Such events have the potential to heighten market volatility
and impact investor sentiment, which in turn may affect
Company performance. The Committee also remained
attentive to inflationary pressures, interest rate movements
and foreign exchange volatility, particularly the sensitivity of
income received from investee companies to movements
in the sterling/US dollar exchange rate. These matters
are considered as part of the Committee’s broader risk
assessment and its evaluation of the Company’s ability to
achieve its investment objective.
The Committee also reviewed the operational resilience of
the Company’s key service providers in connection with the
mitigation of the business risks posed by geopolitical events.
The Committee is satisfied that service providers have
continued to operate effectively throughout the period, with
no disruption to services or significant operational failures.
The Committee has also sought and received confirmation
that relevant external providers continue to comply with
applicable sanctions regimes and regulatory requirements.
MATTERS CONSIDERED IN THE YEAR
The UK Corporate Governance Code requires the Company
to describe any significant issues considered by the Audit
and Risk Committee in relation to the financial statements
and how those issues were addressed. While no significant
issues arose during the year, the Committee focused
on a number of areas of particular importance in light of
developments during the period.
These included the accounting and disclosure implications
arising from the Company’s strategic review, including the
pause of the annual redemption facility and the introduction
of the Zero Discount Policy, and the proposed change
of Investment Manager. The Committee also considered
the ongoing application of the Company’s share buyback
programme, the appropriateness of the going concern and
material uncertainty disclosures, with particular emphasis on
key assumptions and compliance with relevant accounting
standards and valuation guidelines.
Each of these matters was subject to detailed discussion
and challenge by the Committee, supported by reports
from the Company’s service providers and discussions with
the external auditor. The Committee also considered the
auditor’s assessment of these matters as part of the year-end
audit. No material misstatements or significant issues were
identified as a result of this work.
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 but with the inclusion of a material uncertainty
disclosure. The viability and going concern statements can
be found on pages 20 and 36 respectively.
AUDIT TENURE
Ernst & Young LLP (“EY”) 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. In accordance with auditor rotation
best practice, Ahmer Huda was appointed as Audit Partner
for the year ending 30 November 2025 audit, his fourth 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.
Following the Company’s year end, the Board undertook
a formal audit tender process in line with best practice
and regulatory expectations. This was prompted by EY’s
confirmation that, due to its provision of non-audit services
to the Company’s proposed new investment manager, it
Report of the Audit and Risk Committee continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 49
Governance
would not be considered independent to act as auditor of
a CTI-sponsored vehicle in future years. As a result, and
subject to the successful completion of the 2025 audit,
EY will be required to step down as auditor should the
proposed change of investment manager be approved by
shareholders.
The Audit and Risk Committee oversaw a comprehensive
and competitive tender process, assessing firms
against criteria including audit quality, sector expertise,
independence, resourcing, proposed audit approach and
fees. Following presentations and detailed consideration,
the Board approved the appointment of BDO LLP (“BDO”)
on 6February2026 as the Company’s external auditor,
subject to shareholder approval where required. BDO’s
appointment will take effect following EY’s cessation of office,
in accordance with the applicable statutory and regulatory
requirements. The Board is satisfied that BDO has the
appropriate experience, capability and independence to act
as auditor of the Company and looks forward to working
withthem.
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 2025 (2024: Nil).
The audit fees (excluding VAT) incurred during the year
amounted to £57,513 (2024: £63,676). The Committee
reviewed the audit fees being paid by similar comparative
companies and concluded that the fee was in line with the
investment trust sector.
AUDITOR INDEPENDENCE
The Audit and Risk Committee considered the independence
of the auditor and the objectivity of the audit process and is
satisfied that EY has fulfilled its obligations to shareholders
and its responsibilities as the independent auditor of the
Company for the year under review.
The Committee was satisfied with the overall approach to
the audit, taking into account the experience and tenure of
the audit partner and audit team, the nature and extent of
services provided, and confirmation that EY had complied
with all relevant independence standards. The Committee
also reviews the most recent FRC Audit Quality Inspection
Report relating to the auditor as part of its assessment.
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 2025,
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
Committee reached this conclusion through a process of
review of the draft Annual Report and enquiries to the various
parties involved in the production of the Annual Report.
Clare Brady
Audit and Risk Committee Chairman
27 February 2026
Bellevue Healthcare Trust plc Annual Report and Accounts 202550
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.
Kate Bolsover
Chairman
27 February 2026
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 51
Governance
Independent Auditor’s Report
OPINION
We have audited the financial statements of Bellevue Healthcare
Trust plc (the “Company) for the year ended 30 November 2025
which comprise 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 policy information.
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 30
November 2025 and of its loss 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.
MATERIAL UNCERTAINTY RELATED TO GOING
CONCERN
We draw attention to Note 2 in the financial statements, which
indicates that the Company is undergoing a strategic review and
the voting outcome remains unknown. As stated in Note 2, this
event, indicates that a material uncertainty exists that may cast
significant doubt on the Company’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
We draw attention to the viability statement in the Annual Report
on page 20, which details the notice to convene the general
meeting on the 4th March 2026 to propose the appointment of
Columbia Threadneedle Investments as the Company’s investment
manager and the associated changes to the investment policy
and objectives including the tender offer. The Directors consider
that the material uncertainty referred to in respect of going
concern may cast significant doubt over the future viability of the
Company should the outcome of the shareholders vote impact
the Company’s current intentions and strategy. Our opinion is not
modified in respect of this matter.
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 2027 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.
Review of the factors and assumptions, including the
impact of the current economic environment, as applied
to the revenue forecast and the liquidity assessment of the
investments. We have considered the appropriateness of
the methods used to calculate the revenue forecast and the
liquidity assessment 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 for the Company.
Consideration of the mitigating factors included in the
revenue forecasts that are within the control of the Company.
We reviewed the Company’s assessment of the liquidity
of investments held and evaluated the Company’s ability
to sell those investments in order to cover working capital
requirements should revenue decline significantly.
Discussion with the Directors and considering whether any
other events or conditions, apart from the unknown voting
Bellevue Healthcare Trust plc Annual Report and Accounts 202552
Independent Auditor’s Report continued
outcome of the strategic review detailed in Note 2, exist that,
individually or collectively, may cast significant doubt on the
entity’s ability to continue as a going concern and concluding
that no such circumstances exist.
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.
Going concern has also been determined to be a key audit matter.
Based on the work we have performed, we have identified a
material uncertainty 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 2027,
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:
the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt the
going concern basis of accounting; and
the Directors’ identification in the financial statements of the
material uncertainty related to the entity’s ability to continue as
a going concern over a period to 30 November 2027.
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
• Risk of incorrect valuation or ownership of the investment portfolio
• Material uncertainty related to going concern
Materiality • Overall materiality of £1.35m (2024: £4.37m) which represents 1% (2024: 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 page 19 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 risks in their assessment of going concern and associated
disclosures. Where considerations of climate change were relevant
to our assessment of going concern, these are described above.
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 2025 53
Governance
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgement, 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. In
addition to the matter described in the material uncertainty related
to going concern section, we have determined the matters
described below to be the key audit matters to be communicated
in our report.
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
Risk of incomplete or inaccurate
revenue recognition
Refer to the Report of the Audit
and Risk Committee (page 48);
Accounting policies (page 64); and
note 5 of the Financial Statements
The total revenue for the year ended
30 November 2025 was £2.18m
(2024: £3.03m), consisting of
dividend income from listed equity
investments and bank interest on
deposits.
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.
Additionally, in accordance with the
AIC SORP, special dividends received
by the Company can be included in
either the revenue or capital columns
of the Statement of Comprehensive
Income depending on the commercial
circumstances behind the payments.
We performed the following procedures:
We obtained an understanding of the Administrator’s
processes and controls surrounding revenue recognition by
performing walkthrough procedures.
For 100% of dividends received, we recalculated the 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 independent data
vendor and agreed 100% of dividends received to bank
statements. Where dividends were received or accrued
in foreign currency, we also translated the amount into the
reporting currency of the Company using exchange rates
sourced from an independent data vendor.
For 100% of dividends accrued, we reviewed the investee
company announcements to assess whether the dividend
entitlements arose prior to 30 November 2025. We agreed
the dividend rate to corresponding announcements made by
the investee company, recalculated the amount receivable
and agreed the subsequent cash receipts to post-year end
bank statements where applicable.
To test completeness of recorded income, we tested that
expected dividends for each investee Company held during
the year had been recorded as income with reference
to investee Company announcements obtained from an
independent data vendor.
For 100% of investments held during the year, we reviewed
the type of dividends received with reference to an external
data vendor to identify those that were special. We identified
no special dividends.
For 100% of bank interest received, we agreed the amounts
to bank statements and agreed all exchange rates used
to an independent data vendor. Where bank interest was
received in foreign currency, the amounts were translated
into the Company’s reporting currency using independently
sourced exchange rates.
The results of our
procedures identified no
material misstatement
in relation to the risk of
Incomplete or inaccurate
revenue recognition
Bellevue Healthcare Trust plc Annual Report and Accounts 202554
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 (pages 47 and48);
Accounting policies (page 64); and
note 4 of the Financial Statements.
The Company’s investment portfolio
consists of listed equity investments
valued at £129.9m at 30 November
2025 (2024: £417.8m).
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 Administrator’s
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 made inquiries of the Administrator who confirmed there
were no investments with stale prices at year end therefore
no stale pricing report was produced. We reviewed the daily
valuation of each investment for five business days before
and after 30 November 2025 to identify any stale prices. Our
testing did not identify any stale prices.
We compared the Company’s investment holdings at 30
November 2025 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 £1.35m
(2024: £4.37m), which is 1% (2024: 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. The significant reduction
in capital compared to the prior year primarily reflects share
buybacks and redemptions executed under the Company’s
redemption mechanisms in earlier periods. During the year
ended 30 November 2025, the special distributable reserve was
further drawn down from £314.7m to £64.4m, principally to fund
£239.4m of share buybacks, £253.6m of redemptions and £9.4m
of dividends. This utilisation of the special distributable reserve
explains the sharp reduction in total net assets during the year. Our
materiality provided a basis for determining the nature, timing and
extent of risk assessment procedures, identifying and assessing
the risk of material misstatement and determining the nature, timing
and extent of further audit procedures.
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.
Independent Auditor’s Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 55
Governance
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% (2024: 75%)
of our planning materiality, namely £1.01m (2024: £3.28m). 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.
Reporting threshold
An amount below which identified misstatements are considered
as being clearly trivial.
We agreed with the Audit Committee that we would report to
them all uncorrected audit differences in excess of £0.07m
(2024: £0.22m), 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
Aside from the impact of the matters disclosed in the material
uncertainty related to going concern section, 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
Bellevue Healthcare Trust plc Annual Report and Accounts 202556
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 page 36;
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 20;
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 page 20;
Directors’ statement on fair, balanced and understandable set
out on page 49;
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 42;
The section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on page 41; and;
The section describing the work of the Audit and Risk
Committee set out on pages 47 to 49.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ responsibilities statement
set out on page 50, 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 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.
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.
Independent Auditor’s Report continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 57
Governance
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 9 years, covering
the years ending 30 November 2017 to 30 November 2025.
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
27 February 2025
Financial Statements
Bellevue Healthcare Trust plc Annual Report and Accounts 202558
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 59
Financial Statements
Statement of Comprehensive Income
for the year ended 30 November 2025
Year ended 30 November 2025 Year ended 30 November 2024
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
(Losses)/gains on investments - (50,514) (50,514) - 81,306 81,306
Gains/(losses) on currency movements - 274 274 - (1,241) (1,241)
Net investment (losses)/gains - (50,240) (50,240) - 80,065 80,065
Investment and interest income 5 2,185 - 2,185 3,031 - 3,031
Total income 2,185 (50,240) (48,055) 3,031 80,065 83,096
Investment management fees (441) (1,766) (2,207) (1,256) (5,022) (6,278)
Other expenses (1,348) - (1,348) (1,135) - (1,135)
(Loss)/gain before finance costs and taxation 396 (52,006) (51,610) 640 75,043 75,683
Finance costs 8 (71) (285) (356) (367) (1,469) (1,836)
Operating (loss)/gain before taxation 325 (52,291) (51,966) 273 73,574 73,847
Taxation 9 (164) - (164) (113) - (113)
(Loss)/gain for the year 161 (52,291) (52,130) 160 73,574 73,734
Return per Ordinary Share 10 0.09p (27.74)p (27.65)p 0.03p 16.05p 16.08p
There is no other comprehensive income and therefore the ‘(Loss)/Gain 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 63 to 76 form an integral part of these financial statements.
Bellevue Healthcare Trust plc Annual Report and Accounts 202560
Statement of Financial Position
as at 30 November 2025
Note
30 November 2025
£’000
30 November 2024
£’000
Non-current assets
Investments held at fair value through profit or loss 4 129,889 417,790
Current assets
Cash and cash equivalents 5,915 273,993
Sales for future settlement 213 -
Dividends receivable 11 -
Other receivables 11 121 102
6,260 274,095
Total assets 136,149 691,885
Current liabilities
Redemption payable 13 - (253,551)
Other payables 13 (1,255) (1,034)
Total liabilities (1,255) (254,585)
Net assets 134,894 437,300
Equity
Share capital 14 3,165 3,165
Special distributable reserve 64,382 314,658
Capital redemption reserve 2,718 2,718
Capital reserve 66,745 119,036
Revenue reserve (2,116) (2,277)
Total equity 134,894 437,300
Net asset value per Ordinary Share 146.58p 154.32p
Approved by the Board of Directors and authorised for issue on 27 February 2026 and signed on their behalf by:
Kate Bolsover
Chairman
Registered in England and Wales with registered number 10415235.
The notes on pages 63 to 76 form an integral part of these financial statements.
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 61
Financial Statements
Statement of Changes in Equity
for the year ended 30 November 2025
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 2024
3,165 - 314,658 2,718 119,036 (2,277) 437,300
(Loss) for the year - - - (52,291) 161 (52,130)
Buybacks of Ordinary Shares - - (239,402) - - - (239,402)
Buybacks and Redemption costs - - (1,487) - - - (1,487)
Dividend paid - - (9,387) - - (9,387)
Closing balance as at
30November 2025
3,165 - 64,382 2,718 66,745 (2,116) 134,894
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
- (617,709) 617,709 - - - -
Reallocation of redeemed Ordinary
Shares from 2022 and 2023
- - (1,080) 1,080 - - -
Redemption of Ordinary Shares (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 - - (25,413) - - - (25,413)
Closing balance as at
30November 2024
3,165 - 314,658 2,718 119,036 (2,277) 437,300
The Company’s distributable reserves consist of the special distributable reserve, revenue reserve and capital reserve attributable to realised profit
totalling £129,011,000 (30 November 2024: £431,417,000). The capital redemption reserve is non-distributable.
The Company can use its distributable reserves to fund dividends, redemptions of Ordinary Shares and share buybacks.
The notes on pages 63 to 76 form an integral part of these financial statements.
Bellevue Healthcare Trust plc Annual Report and Accounts 202562
Statement of Cash Flows
for the year ended 30 November 2025
Year ended
30 November 2025
£’000
Year ended
30 November 2024
£’000
Operating activities Cash flows
Income* 2,174 3,031
Operating expenses (3,278) (7,195)
Taxation (164) (113)
Net cash flow used in operating activities (1,268) (4,277)
Investing activities Cash flows
Purchase of investments (327,816) (588,784)
Sale of investments 564,990 949,238
Net cash flow from investing activities 237,174 360,454
Financing activities Cash flows
Bank loans drawn 10,000 11,784
Bank loans repaid (10,000) (43,140)
Loan interest and other charges paid (431) (1,773)
Dividend paid (9,387) (25,413)
Annual redemption of Ordinary Shares (253,551) (110,008)
Buybacks of Ordinary Shares held in treasury (239,402) (22,768)
Share issue, Buybacks and Redemption costs (1,487) (239)
Net cash flow used in financing activities (504,258) (191,557)
(Decrease)/increase in cash and cash equivalents (268,352) 164,620
Cash and cash equivalents at start of year 273,993 110,954
Effect of foreign currency revaluations 274 (1,581)
Cash and cash equivalents at end of year 5,915 273,993
* Cash inflow from dividends for the financial year was £1,114,000 (2024: £756,000). Bank deposits interest income received during the year was
£1,071,000 (2024: £2,275,000).
The table below shows the movement in liabilities arising from financing activities during the year.
Year ended
30 November 2025
£’000
Year ended
30 November 2024
£’000
Opening balance - 31,696
Repayment of bank loans (10,000) (43,140)
Proceeds from bank loans 10,000 11,784
Finance costs 356 1,836
Loan interest and other charges paid (431) (1,773)
Foreign exchange movements 75 (403)
Closing balance - -
The notes on pages 63 to 76 form an integral part of these financial statements.
63 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
Financial Statements
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. Business
operations 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 2024 to 30 November 2025.
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
page19, 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 with material uncertainty in preparing the financial statements.
The Circular relating to the proposed appointment of Columbia Threadneedle Investments was published on 12 February 2026,
and a General Meeting is scheduled for 4 March 2026. While the Board believes the Proposals offer a compelling long-term
opportunity within the healthcare sector, the outcome of the resolutions to be considered at the General Meeting, and the level
of participation in the associated tender offer, remain unknown at the date of approval of the financial statements. As a result,
the Directors recognise that these conditions indicate the existence of a material uncertainty which may cast doubt about the
Company’s continuing as a going concern, however, the Directors have a reasonable expectation that the Company has adequate
operational resources to continue in operational existence for at least twelve months from the date of approval of these financial
statements and therefore have concluded that it remains appropriate to prepare the financial statements on a going concern basis,
with material uncertainty.
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 conflicts 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 with material uncertainty is for the period assessed by the Directors, being
the period to 30 November 2027, 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.
Notes to the Financial Statements
64 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
Notes to the Financial Statements continued
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.
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.
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.
The Company’s distributable reserves consist of the special distributable reserve, revenue reserve and capital reserve
attributable to realised profit.
65 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
Financial Statements
Capital redemption reserve
The capital distributable 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 measured 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 measured at the
fair value of the consideration received, net of directly attributable costs, and subsequently measured 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 2024. None
of these have a material impact on the measurement of the amounts recognised in the financial statements of the Company.
66 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
(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 21: Lack of Exchangeability 01 January 2025
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,
the Company has announced the final redemption price and there is a legal obligation to cancel the shares. The nominal value
of the redeemed Ordinary Shares are 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
2025
£’000
30 November
2024
£’000
Investments held at fair value through profit or loss
– Listed UK 4,276 -
– Listed overseas 125,613 417,790
Closing valuation 129,889 417,790
Notes to the Financial Statements continued
67 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
Financial Statements
(b) Movements in valuation
£’000 £’000
Opening valuation 417,790 696,916
Opening unrealised losses on investments 53,333 287,597
Opening book cost 471,123 984,513
Additions, at cost 327,677 588,595
Disposals, at cost (652,552) (1,101,985)
Closing book cost 146,248 471,123
Revaluation of investments (16,359) (53,333)
Closing valuation 129,889 417,790
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 2025
amounted to £565,303,000 (30 November 2024: £949,527,000).
Transaction costs on investment purchases for the year ended 30 November 2025 amounted to £139,000 (30 November 2024:
£189,000) and on investment sales for the financial year to 30 November 2025 amounted to £239,000 (30 November 2024:
£311,000).
(c) Gains/(losses) on investments
£’000 £’000
Realised gains/(losses) on disposal of investments (87,488) (152,958)
Movement in unrealised gains/(losses) on investments held 36,974 234,264
Total gains/(losses) on investments (50,514) 81,306
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 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments at fair value through profit and loss 129,889 - - 129,889
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
There were no transfers between levels during the year ended 30 November 2025 (30 November 2024: nil)
68 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
5. INVESTMENT AND INTEREST INCOME
Year
ended
30 November
2025
£’000
Year
ended
30 November
2024
£’000
Income from investments
UK dividends 46 -
Overseas dividends 1,068 756
Other income:
Bank interest on deposits 1,071 2,275
Total income 2,185 3,031
6. INVESTMENT MANAGEMENT FEE
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Management fee 441 1,766 2,207 1,256 5,022 6,278
The Company’s Investment Manager is currently 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.
7. OTHER EXPENSES
2025
£’000
2024
£’000
Administration fees 236 255
Audit fees 54 66
Broker Fees 50 51
Custody services 117 164
Directors’ fees 255 236
Printing fees 45 29
Registrar fees 118 95
Legal fees 162 19
Consultancy fees 98 8
Other operating expenses 213 212
Total 1,348 1,135
Notes to the Financial Statements continued
69 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
Financial Statements
8. FINANCE COSTS
Year ended 30 November 2025
Revenue
£’000
Capital
£’000
Total
£’000
Loan interest 63 252 315
Other finance costs 8 33 41
Total 71 285 356
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
9. TAXATION
(a) Analysis of tax charge for the year:
Year ended 30 November 2025 Year ended 30 November 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Withholding tax expense 164 - 164 113 - 113
Total tax charge for the year 164 - 164 113 - 113
(b) Factors affecting the tax charge for the year:
The effective UK corporation tax rate for the year is 25% (2024: 25%). 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:
2025
Total
£’000
2024
Total
£’000
Operating (loss)/profit before taxation (51,966) 73,847
UK Corporation tax at 25% (2024: 25%) (12,992) 18,462
Effects of:
Losses/(gains) on investments not taxable 12,560 (20,016)
UK dividends not taxable (12) -
Overseas dividends not taxable (267) (189)
Withholding tax expense 164 113
Unutilised excess expenses 711 1,743
Total tax charge for the year 164 113
The Company is not liable to pay tax on capital gains due to its status as an investment trust. The Company has a total
gross tax loss of £60,762,000 (2024: £64,058,267) and as a result an unrealised deferred tax asset of £15,190,000 (2024:
£16,014,567) 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 2025. 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.
70 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
10. RETURN PER SHARE
Return per share is based on the weighted average number of Ordinary Shares in issue, excluding shares held in treasury, during
the year ended 30 November 2025 of 188,515,143 (30 November 2024: 458,515,182). 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 2025
Revenue Capital Total
Profit/(loss) for the year (£'000) 161 (52,291) (52,130)
Return/(loss) per Ordinary Share (basic and diluted) 0.09p (27.74)p (27.65)p
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
11. OTHER RECEIVABLES
As at
30 November
2025
£’000
As at
30 November
2024
£’000
Prepayments 47 41
VAT recoverable 29 26
Recoverable tax on dividend 45 35
Total 121 102
12. BANK LOANS
The Company has a multi-currency Revolving Credit Facility (“RCF”) with The Bank of Nova Scotia, London Branch. The RCF
was renewed in December 2024 for 12 months and the Company amended the terms so that it could draw down loans up to
an aggregate value of USD 125 million. In May 2025, the Company elected to cancel USD 40 million of the RCF, reducing the
amount available to draw down to USD 85 million.
The RCF was renewed in December 2025 and the Company amended the terms so that it could draw down loans up to an
aggregate value of USD 70 million. The facility was cancelled by the Company on 9 February 2026.
As at 30 November 2025, the aggregate of loans draw down was £nil (2024: £Nil).
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 0.40 per cent per annum if the unutilised amount is less than 50 per cent of the total commitment.
Notes to the Financial Statements continued
71 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
Financial Statements
13. OTHER PAYABLES
As at
30 November
2025
£’000
As at
30 November
2024
£’000
Loan interest payable 14 89
Accrued expenses 1,241 945
Redemption payable - 253,551
1,255 254,585
Redemption payable
The 2024 redemption payable is in relation to the Company’s announcement on 14 October 2024 that valid redemption
requests in respect of 163,834,887 Ordinary Shares had been received for the 29 November 2024 redemption point. All of
these shares were redeemed and cancelled by the Company. The calculated redemption price was 154.76 pence per share.
On 23 April 2025, the Board introduced a Zero Discount Policy, enabling shareholders to sell their shares to the Company at or
near NAV on any trading day, in effect replacing the annual redemption facility.
14. SHARE CAPITAL
As at 30 November 2025 As at 30 November 2024
No. of shares £’000 No. of shares £’000
Allotted, issued and fully paid:
Redeemable Ordinary Shares of 1p each (“Ordinary Shares”) 92,027,854 920 283,369,891 2,834
Shares held in treasury 223,124,455 2,232 31,782,418 318
Management Shares of £1 each 50,001 13 50,001 13
Total 315,202,310 3,165 315,202,310 3,165
Share Movement
During the year to 30 November 2025, 191,342,037 Ordinary Shares (2024: 15,383,772) were bought back into treasury of
which 137,455,891 were purchased through the Zero Discount Policy.
In the period from 30 November 2025 to 27 February 2026, a further 18,828,620 Ordinary Shares have been bought back
intotreasury.
15. DIVIDEND
Year ended 30 November 2025 Year ended 30 November 2024
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 - 2023 - - - - 2.995p 13,846 - 13,846
Interim dividend - 2024 - - - - 2.520p 11,567 - 11,567
Final dividend - 2024 2.520p 5,604 - 5,604 - - - -
Interim dividend - 2025 2.700p 3,783 - 3,783 - - - -
Total 5.220p 9,387 - 9,387 5.515p 25,413 - 25,413
72 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
The dividend relating to the year ending 30 November 2025, 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 2025 Year ended 30 November 2024
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 2.700p 3,783 - 3,783 2.520p 11,567 - 11,567
Final dividend – payable/paid 2.700p 1,976 - 1,976 2.520p 7,141 - 7,141
Total 5.400p 5,759 - 5,759 5.040p 18,708 - 18,708
The Directors recommend the payment of a final dividend for the year of 2.70p per share. Subject to approval at the Company’s
Annual General Meeting, the dividend will have an ex-dividend date of 7 May 2026 and will be paid on 29 May 2026, to
shareholders on the register at 8 May 2026. 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 2025 is based on £134,894,000 of net assets of the Company attributable
to the 92,027,854 Ordinary Shares in issue (excluding treasury shares) as at 30 November 2025. £12,500 of net assets as at
30 November 2025 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 2025, the fee outstanding to the Investment
Manager was £98,000 (30 November 2024: £478,000).
Directors’ fees paid during the year are disclosed within the Directors’ Remuneration Report on page 45. Fees payable as
at 30 November 2025 were £Nil (2024: £Nil). The Directors’ shareholdings are disclosed in the Directors’ Remuneration
Implementation Report on page 43 in this Annual Report.
18. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURE
The Company is subject to a number of market 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 exposures 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.
Notes to the Financial Statements continued
73 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
Financial Statements
(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 2025 comprised:
2025 2024
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
Danish krone - 3,592 3,592 - 2,478 2,478
Euro - 1,567 1,567 - -
Pound sterling - 4,276 4,276 - -
Swiss franc - 1,391 1,391 - -
US dollar - 119,063 119,063 - 409,493 409,493
Total investment - 129,889 129,889 - 417,790 417,790
Floating rate
Cash at bank 5,915 - 5,915 273,993 - 273,993
Short term debtors - 345 345 - 102 102
Bank loans payable-US dollar -
-
- - - -
Short term creditors - (1,255) (1,255) - (254,585) (254,585)
Total 5,915 (910) 5,005 273,993 (254,483) 19,510
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 £12,989,000 (2024: £41,779,000) in the investments held at fair value through profit or loss at the period end, which is
equivalent to 9.6% (2024: 9.6%) of 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
2025
£’000
30 November
2024
£’000
Within one month-purchases due for settlement and other payables (1,255) (254,585)
Total (1,255) (254,585)
74 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
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 2025.
30 November
2025
% change
Danish krone (4.94)
Euro (5.04)
Swiss franc (5.10)
Hong Kong dollar 4.13
US dollar 4.08
Foreign currency risk profile
30 November 2025 30 November 2024
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 3,592 1 3,593 2,478 307 2,785
Euro 1,567 88 1,655 - 3 3
Swiss franc 1,391 171 1,562 - 4 4
Hong Kong dollar - - - 5,819 21 5,840
US dollar 119,063 660 119,723 409,493 15,993 425,486
Total investment 125,613 920 126,533 417,790 16,328 434,118
Notes to the Financial Statements continued
75 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
Financial Statements
Based on the financial assets and liabilities at 30 November 2025 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 2025 would have been as
follows:
30 November
2025
£’000
30 November
2024
£’000
Danish kroner 359 279
Euro 166 -
Swiss franc 156 -
Hong Kong Dollar - 584
US dollar 11,972 42,549
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 NAV per Ordinary Share.
Any reduction in the carrying value of the Company’s investments may lead to a correspondingly greater percentage reduction
in its NAV (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 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 significant 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 the year end, the Company’s gearing ratio was 0% (2024: 0.0%), 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 NAV, 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 NAV. 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 are disclosed in note 12.
76 Bellevue Healthcare Trust plc Annual Report and Accounts 2025
(v) Interest rate risks
As at 30 November 2025, the Company held a cash balance of £6million (2024: £274million), consequently the Company
considers it bears 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+ (2024: 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. Impairment assessment based on an expected credit loss model is not
considered material to the Company.
The Company’s assets are segregated from those of the Depositary or any of its sub-custodians.
At 30 November 2025, the Depository held £129,889,000 (2024: £417,790,000) in respect of investments and £5,915,000
(2024: £273,993,000) 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
£1each, and reserves totalling £134,894,000 (2024: £437,300,000) and bank loans payable £nil (2024: £nil).
In April 2025, the Board introduced a Zero Discount Policy, enabling shareholders to sell shares at or near NAV on any trading
day, replacing the annual redemption facility.
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 61.
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 250,000,000 at any time.
19. POST BALANCE SHEET EVENTS
On 12 February 2026, the Company published a Circular in relation to the proposed appointment of Columbia Threadneedle
Investments as investment manager and setting out the details of various arrangements proposed to be implemented by the
Company if approved by shareholders at a General Meeting to be convened on 4 March 2026. The principal elements of the
Proposals are given on page 3 and the Circular is available on the Company’s website www.bellevuehealthcaretrust.com
Notes to the Financial Statements continued
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 77
Other Information
DISCOUNT
The amount, expressed as a percentage, by which the share price is less than the NAV per Ordinary Share.
As at 30 November 2025 Page
NAV per Ordinary Share (pence) a
1
146.58
Share price (pence) b
1
140.60
Discount (b÷a)-1 -4.1%
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.
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 2025 Page £
Average NAV a n/a 253,411,017
Annualised expenses b n/a 3,393,000
Ongoing charges (b÷a) 1.34%
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 2025
Page Share price NAV
Opening at 1 December 2024 (p) a n/a 141.20 154.32
Closing at 30 November 2025 (p) b
1
140.60 146.58
Price movement (b÷a)-1 c n/a -0.4% -5.0%
Dividend reinvestment d n/a 4.50% 4.30%
Total return (c+d) 4.1% -0.7%
n/a = not applicable.
Alternative Performance Measures
Bellevue Healthcare Trust plc Annual Report and Accounts 202578
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.
Board or Directors the board of Directors of the Company.
Business Day any day other than a Saturday, Sunday or public holiday in England and Wales
Circular a shareholder document published on 12 February 2026, in relation to the proposed appointment of
Columbia Threadneedle Investments, setting out the details of various arrangements proposed to be
implemented by the Company (the “Proposals”) and calling a General Meeting on 4 March 2026.
Columbia Threadneedle Investments the global asset management group of Ameriprise Financial
Company Bellevue Healthcare Trust plc
Contract for Difference or CFD 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.
CREST the relevant system as defined in the CREST Regulations in respect of which Euroclear is the
operator (as defined in the CREST Regulations) in accordance with which securities may be held in
uncertificated form
Custodian an entity that is appointed to safeguard a company’s assets.
Directors the directors of the Company
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, those
charged with safekeeping of the Company’s assets and cash monitoring.
Dividend income receivable from an investment in shares.
Eligible Shareholder a shareholder who is eligible to participate in the Tender Offer (which excludes Restricted
Shareholders and any Sanctions Restricted Persons
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
methodof gearing.
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 79
Other Information
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
aninvestment trust.
Large-Cap a company with a market capitalisation above $10 billion and below $50 billion.
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.
Matching Facility the ability for Incoming Investors to purchase from J.P. Morgan Cazenove Shares successfully
tendered pursuant to the Tender Offer, as further described in Part 1 and Part 4 of this document
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 or NAV the net asset value of the Company calculated in accordance with the Articles of the Company and
the current accounting policies of the Company
Net Asset Value per Share or NAV
per Share
the Net Asset Value divided by the number of Shares in issue (excluding treasury shares) on the
relevant date
New Management Agreement the management agreement among the Company and Columbia Threadneedle entered into
conditional upon approval by Shareholders of the Proposed Investment Policy
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.
On-Sale Expenses any incidental costs, including stamp duty or stamp duty reserve tax arising in connection with the
sale of On-Sale Shares
On-Sale Shares shares tendered pursuant to the Tender Offer which Incoming Investors agree to purchase from
J.P.Morgan Cazenove pursuant to the Matching Facility
Ordinary Shares the Company’s redeemable Ordinary Shares of 1p each.
Proposals the proposals described in Part 1 of the Circular
Bellevue Healthcare Trust plc Annual Report and Accounts 202580
Glossary continued
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 Pool 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 at
the 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.
Sanctions Authority each of:
(i) the United States government;
(ii) the United Nations;
(iii) the United Kingdom;
(iv) the European Union (or any of its member states);
(v) the respective governmental institutions and agencies of any of the foregoing including, without
limitation, the Office of Foreign Assets Control of the US Department of Treasury, the United States
Department of State, the United States Department of commerce and HM Treasury; or
(vi) any other relevant governmental or regulatory authority, institution or agency which administers
economic, financial or trade sanctions in any jurisdiction in which the Company carries on business
Sanctions Restricted Persons
each person or entity:
(i) that is organised or resident in a country or territory which is the target of comprehensive country
sanctions administered or enforced by any Sanctions Authority; or
(ii) that is, or is directly or indirectly owned or controlled by, or acting on behalf or at the discretion
of, a person that is, described or designated in (a) the current “Specially Designated Nationals
and Blocked Persons” list (which as of the date hereof can be found at: https://sanctionslist.
ofac.treas.gov/Home/SdnList; and/or (b) the current “Consolidated list of persons, groups and
entities subject to EU financial sanctions” (which as of the date hereof can be found at: https://
data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-
to-eu-financial-sanctions?locale=en); or the current “Consolidated list of financial sanctions
targets in the UK” (which as of the date hereof can be found at: https://www.gov.uk/government/
publications/the-uk-sanctions-list); or
(iii) that is otherwise the subject of or in violation of any sanctions administered or enforced by
any Sanctions Authority, other than solely by virtue of their inclusion in any of the following lists
and are not captured in (ii) above: (a) the current “Sectoral Sanctions Identifications” list which as
of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf
(theSSI List), Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council
Regulation No.960/2014 (the EU Annexes), or (c) Schedule 2 of The Russia (Sanctions) (EU Exit)
Regulations 2019
Share buyback a purchase of a company’s own shares. Shares can either be bought back for cancellation or held in
treasury.
Bellevue Healthcare Trust plc Annual Report and Accounts 2025 81
Other Information
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.
Strategy has the meaning given to it in Part 1 of the Circular
Tender Offer the invitation by J.P. Morgan Cazenove to each Eligible Shareholder to tender up to 100 percent.
of the Shares held in its name on the Register on the Record Date, and the acceptance of such
tenders by J.P. Morgan Cazenove on the terms and subject to the conditions set out in this
document and, in the case of Shares held in certificated form, the Tender Form
Tender Price 98 per cent. of the NAV per Share on the Calculation Date, as calculated in accordance with
paragraph 3 of Part 5 of the Circular published on 12 February 2026
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.
Zero Discount Policy the zero discount policy of the Company introduced on 23 April 2025
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certified forests and
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Directors, Investment Manager
and Advisers
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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) HQ3J3H9YF2UI82
GLOBAL INTERMEDIARY IDENTIFICATION NUMBER (GIIN) VL68MY.99999.SL.826
DIRECTORS
Kate Bolsover (Chairman)
Clare Brady
Josephine Dixon
Sarah MacAulay
Professor Tony Young OBE
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 Market
Central Square
29 Wellington Street
Leeds
LS1 4DL
PR ADVISER
Burson Buchanan
Rose Court
2 Southwark Bridge Road
London
SE1 9HS
INVESTMENT MANAGER (“AIFM”)
Bellevue Asset Management (UK) Limited
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
Hogan Lovells LLP
Atlantic House
Holborn Viaduct
London
EC1A 2FG
www.bellevuehealthcaretrust.com
Healthcare Trust plc
Bellevue Healthcare Trust plc Annual Report and Accounts 2025