Final Results
Summary by AI BETAClose X
Highlights
· Net Profit for the year was USD 5.3m (2024: net profit of USD 6.6m).
· Net Asset Value per share as of 31 December 2025 after paying a dividend of USD 0.0423 per share was USD 0.84 (2024: USD 0.84) implying a net return of about 5% for the year.
· On 23 May 2025, the Company announced an interim dividend of USD 7.023m (USD 0.0423 per share) to members on the register on 6 June 2025. The dividend was paid on 4 July 2025.
· The Company was conservatively positioned at the period end with over USD 36.9m of cash, deposits and Government bonds.
· Collateralized Loan Obligations (CLO) portfolio generated USD 15.7m in cash distributions but posted a negative total return of USD (4.9)m in 2025 due to declines in valuations.
· The Group's Fetcherr investment continued to perform well and raised capital from marquee investors at a valuation of over 2x its previous round in 2024.
Chairman's and Chief Executive's Review
Introduction
We are pleased to announce the financial results for Livermore Investments Group Limited ("Livermore" or "the Company") for the year ended 31 December 2025. References to the Company hereinafter also include its consolidated subsidiary (note 3.2 and 9). References to financial statements hereinafter are to the Company's consolidated financial statements.
2025 was a year marked by heightened trade and policy uncertainty, continued geopolitical tension, and growing excitement and anxiety over developments in Artificial Intelligence. The most significant development during the year was the return of a more protectionist policy stance in the United States following the commencement of President Trump's second term. The renewed emphasis on tariffs and economic nationalism contributed materially to uncertainty surrounding global trade, capital flows and corporate decision-making.
Despite these headwinds, the global economy proved more resilient than many had anticipated. A progressive shift towards monetary easing across the principal developed markets helped to support financial conditions as inflation moderated and concerns over growth and employment moved more fully into focus. Borrowing costs declined in the United States, credit markets remained broadly constructive and asset prices were supported by continued corporate profitability.
In financial markets, the US Dollar weakened, commodity prices were mixed, and gold recorded particularly strong gains as investors balanced improving monetary conditions against continuing geopolitical and fiscal concerns. Equity markets delivered strong returns overall, notwithstanding periods of volatility, with performance once again led by the technology sector as rapid advances in Artificial Intelligence continued to support earnings expectations.
Credit conditions remained favourable. The leveraged loan market benefited from low default activity, strong investor demand and substantial refinancing volumes, which materially reduced near-term maturity pressures. At the same time, borrowers were able to refinance their debt at much lower spreads, significantly affecting the future payouts to CLO equity positions. Lower anticipated distributions coupled with some idiosyncratic credit events materially affected CLO equity valuations in 2025.
Taken as a whole, 2025 was a year in which the global economy demonstrated resilience in the face of considerable political, geopolitical and market disruption. While financing conditions became somewhat more supportive over the course of the year, the environment remained characterised by policy uncertainty, regional divergence and a continued premium on selectivity, discipline and prudent risk management.
Our net profit for the year was USD 5.3m (2024 net profit: USD 6.6m) and the year-end NAV was USD 0.84 per share (2024 NAV: USD 0.84 per share) after paying a dividend payment of USD 7.023m (USD 0.0423 per share).
Our investment in Fetcherr continues to perform well. Fetcherr builds responsible AI that translates market complexity into measurable profit growth using their proprietary Market Model. Fetcherr's expanding corporate partners list includes Delta Airlines, Virgin Airlines, Azul Air and others. During 2025 Fetcherr raised $42 million in a round led by Salesforce Ventures at a post-money valuation of $572 million and plans to expand into verticals such as Travel and Logistics.
While US senior secured loans performed well in 2025, CLO Equity did not. Incessant refinancing and re-pricing of loan spreads lowered future distributions to equity and affected valuations materially. Our CLO and warehouse portfolio generated USD 15.7m in cashflow but USD 4.9m in net losses during the year due to valuation reductions.
As of the end of the year, the Company had USD 36.9m in cash, deposits, and Government bonds after a USD 7.023m dividend.
Financial Review
The NAV of the Company on 31 December 2025 was USD 139.6m (2024: USD 139.1m). Net profit, during the year was USD 5.3m, which represents profit per share of USD 0.03. Operating expenses were USD 4.9m (2024: USD 5.6m). Accounting for the dividend distribution, the NAV increased by 5% during 2025 led primarily by an uplift in the value of our investment in Fetcherr.
The overall change in the NAV is primarily attributed to the following:
|
|
31 December 2025 |
|
31 December 2024 |
|
|
US $m |
|
US $m |
|
Shareholders' funds at beginning of year |
139.1 |
|
135.8 |
|
|
___________ |
|
___________ |
|
Income from investments |
17.3 |
|
22.5 |
|
Unrealised losses on investments |
(5.9) |
|
(5.9) |
|
Operating expenses |
(4.9) |
|
(5.6) |
|
Net finance income / (costs) |
1.1 |
|
(0.5) |
|
Tax charge |
(0.1) |
|
(0.2) |
|
|
___________ |
|
___________ |
|
Increase in net assets from operations |
7.5 |
|
10.3 |
|
Dividends paid |
(7.0) |
|
(7.0) |
|
|
___________ |
|
___________ |
|
Shareholders' funds at end of year |
139.6 |
|
139.1 |
|
|
------ |
|
------ |
|
Net Asset Value per share |
US $0.84 |
|
US $0.84 |
Dividend
On 23 May 2025, the Company announced an interim dividend of USD 7.023m (USD 0.0423 per share) to members on the register as at 6 June 2025. The dividend was paid on 4 July 2025.
The Board of Directors will decide future dividends based on profitability, liquidity requirements, portfolio performance, market conditions, and the share price of the Company relative to its NAV.
Richard B Rosenberg BEM Noam Lanir
Chairman Chief Executive Officer
26 May 2026
Review of Activities
Introduction and Overview
Overall, the Company continued to remain conservatively positioned, more so in light of the unilateral change in trade policy stance by the US, extended credit valuations especially in the US, and seemingly high US equity market valuations.
During the year, management worked to diversify exposure away from CLOs and into liquid asset classes including public equities. Our fixed income exposure has primarily been towards short duration government debt and floating rate corporate debt. Higher rates have afforded the Company the luxury of getting paid to wait while excessive valuations and unviable businesses are corrected over time.
In 2025, US equity and credit markets posted solid gains with S&P 500 Index up by about 18% and the UBS Leveraged Loan Index generating over 5.9% returns. The US Dollar, however, depreciated meaningfully against the Euro and the British Pound. Innovation in Artificial Intelligence (AI) continued at breathtaking pace igniting optimism for future productivity gains across industries and functions. Significant capital expenditures have been pledged to build out data centres to house the computing capabilities required for AI, which have the potential to generate substantial economic growth for companies and countries involved in the related supply chains.
Fetcherr was the bright spot in the Company's portfolio. Fetcherr builds responsible AI that translates market complexity into measurable profit growth. Outcomes generated by its Market Model have delivered measurable, AI-driven profit uplift for its airline clients and have continued to generate excitement amongst venture capital investors. During the year, Salesforce Ventures led a round to invest USD 42m in Fetcherr that will help Fetcherr expand into new verticals such as Travel and Logistics.
Our CLO portfolio performance was relatively flat. While the portfolio generated about USD 15.7m in cash distributions, valuation adjustments to the CLO equity portfolio resulted in a net loss of USD 4.9m. The Company had two open warehouses going into 2025 which it successfully converted into CLOs, generating USD 1.64m in net carry. There are currently no warehouses open.
For the 2025 year-end, the Company reported a NAV/share of USD 0.84 after a dividend payment of USD 7.023m (USD 0.0423 per share) and net profit of USD 5.3m. The gains in 2025 stemmed primarily from an uplift in the valuation of our investment in Fetcherr. Interest and distribution income for 2025 amounted to USD 17.3m, of which, USD 15.7m was generated from the CLO portfolio.
Operating expenses amounted to USD 4.9m. The Company ended the year with over USD 36.9m of cash, deposits, and Government bonds after paying an interim dividend of USD 7.023m in July 2025.
The Company does not have an external management company structure and thus does not bear the burden of external management and performance fees. Furthermore, the interests of Livermore's management are aligned with those of its shareholders as management has a large ownership interest in Livermore shares.
Considering the strong liquidity positions of Livermore, management believes that the Company is well positioned to navigate and benefit from current conditions.
Global Investment Environment
In 2025, the global economy charted a course through moderate expansion amid rising trade frictions, uneven regional performance, and evolving monetary policy stances. The most defining feature of the year was a sharp escalation in US protectionist measures, centred on broad-based import tariff hikes, which injected considerable uncertainty into the outlook for global commerce. Yet the world economy absorbed these shocks better than many had anticipated, buoyed by successive rounds of interest rate reductions across major central banks. Industrial output improved marginally but continued to lag in developed markets, while activity in services proved far more robust and remained the engine of growth in most economies.
Monetary policy pivoted decisively towards accommodation in 2025, with the two most influential central banks in the Western world easing financial conditions in tandem. These moves collectively anchored a broad-based decline in borrowing costs. US Treasury and corporate bond yields fell, reflecting market pricing for a steeper easing path than had been expected entering the year. European and Japanese sovereign bond markets moved in the opposite direction, with long-term yields climbing on the back of growing unease over government debt trajectories.
Currency markets were shaped by a pronounced weakening of the US Dollar on a trade-weighted basis, as declining American yields coincided with an erosion of confidence in the US Dollar's traditional role as a refuge asset. The euro strengthened, while the yen and sterling lost ground modestly. Commodity markets diverged: oil prices retreated by over 15%, with Brent crude ending the year near USD 61 per barrel as output surged across producing nations. European natural gas also cheapened. Industrial metals advanced, and precious metals, gold in particular, posted outsized gains. Equity valuations found support from strong corporate profitability, notably in the technology sector, where the rapid development and broadening adoption of AI fuelled earnings growth. Taking these dynamics together, global financing conditions shifted to a somewhat more favourable footing over the course of the year.
United States: The US economy delivered real GDP growth of 2.2% in 2025, a step down from the 2.8% pace achieved in 2024. Activity was held back by newly imposed import levies and the accompanying policy uncertainty, a marked slowdown in immigration flows, and a six-week federal government shutdown towards year-end triggered by a congressional impasse over the 2026 fiscal year budget. Despite these headwinds, the consumer sector held firm, supported by wealth effects from a rising equity market, and capital expenditure on technology, especially AI applications, was a standout contributor to demand. Inflationary pressures remained stubborn: headline CPI edged down to 2.7% in December (from 2.9% a year earlier), while the PCE deflator, the Fed's preferred benchmark, stood at 2.9%, still meaningfully above the 2% objective. Against this backdrop, the Fed kept rates on hold through mid-year before pivoting to an easing stance, cutting its target range in three steps between September and December by a cumulative 0.75 percentage points from 4.25%-4.50% to 3.50%-3.75%, prompted by mounting risks to the employment outlook. The central bank also halted its balance sheet rundown in December; over the year, its portfolio of Treasury and mortgage-backed securities contracted by roughly USD 280 billion, or 4% of total holdings. The unemployment rate crept up to 4.4% as hiring momentum waned, though overall capacity in the economy remained close to its long-run utilisation rate.
Euro Area: Economic output in the euro area expanded by 1.5% in 2025, nearly double the 0.8% registered in the prior year, as recovering household purchasing power and looser monetary settings underpinned demand. The aggregate picture, however, masked stark divergences: Ireland's pharmaceutical sector delivered an outsized boost to headline growth, whereas Germany, bearing the brunt of transatlantic trade friction, saw its economy essentially flatline for the year. Exports and business investment softened noticeably from the second quarter as tariff-related uncertainty took hold. Consumer prices continued their downward trajectory, with headline inflation reaching 2.0% in December versus 2.4% twelve months earlier, bringing it in line with the ECB's objective, though underlying price pressures in the services sector kept core readings somewhat sticky. The ECB pressed ahead with monetary loosening, trimming its deposit facility rate in four steps from 3.0% to 2.0% over the course of the year, before holding steady through the final quarter. Its securities holdings contracted by roughly EUR 500 billion, around 8% of the total balance sheet, as redemptions under the APP and PEPP ran off without reinvestment. Unemployment held firm at a record-low of 6.2%, even as spare capacity lingered in the factory sector.
China: The Chinese economy maintained its 5.0% growth rate in 2025, in line with the prior year and consistent with Beijing's stated target, although the productive base continued to operate below full capacity. Household spending and corporate investment remained restrained under the weight of an extended real estate downturn and fragile confidence among consumers and businesses alike. Shipments to the United States fell sharply as elevated tariffs took their toll, yet a strong rerouting of trade towards other destinations kept aggregate exports in positive territory and provided a crucial prop to growth. Policymakers leaned more heavily on fiscal stimulus and rolled out fresh interventions to shore up the housing market.
Japan: Japan posted estimated GDP growth of 1.2% in 2025, underpinned by corporate capital spending and household consumption, though the trajectory was choppy. Output contracted in both the second and third quarters before rebounding later in the year, distorted in part by a pull-forward of export shipments ahead of expected tariff escalations. Price growth ran persistently above the Bank of Japan's 2% objective for 44 straight months, with consumer price growth reaching 2.9% in November. Elevated inflation weighed on real wages, which had been declining for 10 months in a row. The BoJ responded in December by lifting its policy rate to 0.75%, a three-decade high, extending the policy normalisation cycle it had launched in March 2024 with the abandonment of negative rates. The yen drifted lower over the year, while fiscal credibility came under increasing scrutiny as government bond yields surged to multi-year highs and a fresh spending package stoked concerns about the sustainability of Japan's debt burden.
In 2025, equity markets delivered a third consecutive year of impressive returns, though not without significant turbulence along the way. Stock indices around the world sold off sharply in the spring after the US announced its tariff package. The S&P 500 fell nearly 19% from its January peak to its April trough, only to stage a powerful rally as trade tensions de-escalated through bilateral deals and interim truces. The S&P 500 finished the year up approximately 18%, and the MSCI All Country World Index gained 22.3%, with the bulk of the advance concentrated in technology names riding the AI investment wave on the strength of robust earnings growth. In fixed income, the US 10-year Treasury yield retreated from around 4.5% at the start of the year to approximately 4.2% by year-end, as rate-cut expectations and labour market softening weighed on longer-dated rates. Credit spreads tightened further across investment-grade and high-yield markets as risk appetite strengthened.
In 2025, the US leveraged loan market produced a total return of 5.9% as measured by the S&P UBS Leveraged Loan Index, reflecting healthy credit conditions and persistent investor appetite, albeit with returns capped by continued spread tightening. The trailing 12-month default rate increased slightly to 1.23%, but remained comfortably below the long-run average. New loan supply reached USD 400 billion on a gross basis, while borrower repayments totalled USD 294 billion, leaving net new issuance at USD 106 billion. Refinancing activity extended maturities across the market reducing near-term "maturity wall" concerns.
The CLO market set new issuance records for the second year running, with USD 209 billion in gross new deals priced, eclipsing the USD 202 billion reached in 2024. Reset and refinancing volumes were equally striking at USD 232 billion and USD 105 billion respectively, as CLO managers actively pursued lower funding costs to improve the return profile of existing equity tranches. Nonetheless, CLO equity encountered formidable headwinds throughout the year. Tightening spreads on the underlying loans compressed the arbitrage that drives CLO equity returns, squeezing both periodic cash distributions and mark-to-market valuations. The sheer volume of new CLO creation, fuelled in the second half by captive equity vehicles with a higher tolerance for thinner returns, kept AAA and other debt spreads from compressing in tandem, limiting the benefit of liability-side savings. Although the record pace of resets and refinancings generated tangible cost reductions, these gains only partially cushioned the impact of shrinking asset spreads. Across the market, CLO equity posted estimated total returns of roughly negative 15%, confirming that the pressure on valuations was a sector-wide phenomenon rather than a reflection of individual portfolio weakness.
Sources: Swiss National Bank, Bloomberg, JP Morgan, Nomura, Pitchbook LCD
Livermore's Strategy
The financial portfolio is focused on fixed income instruments which generate regular cash flows and include exposure mainly to senior secured and usually broadly syndicated US loans and to a limited extent European market debt through investments in CLOs. In addition, management has added exposure to public equities and intends to maintain a higher exposure than in previous years along with some targeted investments in hedge funds.
Strong emphasis is given to maintaining sufficient liquidity and low leverage at the overall portfolio level and to re-invest in existing and new investments along the economic cycle.
Financial Portfolio
The Company manages a financial portfolio valued at USD 96.2m as of 31 December 2025, which is composed mainly of cash and investments in fixed income and credit related securities.
The following is a table summarizing the financial portfolio as of year-end 2025.
|
Name |
2025 US $m |
2024 US $m |
|
Investment in the loan market through CLOs |
46.5 |
56.0 |
|
Open warehouse facilities |
- |
4.8 |
|
Public equities |
11.3 |
2.5 |
|
Short term government bonds |
11.1 |
6.4 |
|
Long term government bonds |
4.3 |
4.0 |
|
Corporate bonds |
1.5 |
4.6 |
|
Invested total |
74.7 |
78.3 |
|
Cash |
21.5 |
33.8 |
|
Total |
96.2 |
112.1 |
Senior Secured Loans and Collateralized Loan Obligations (CLO):
US senior secured loans are a floating rate asset class with a senior secured claim on the borrower and with overall low volatility and low correlation to the equity market. CLOs are managed portfolios invested into diversified pools of senior secured loans and financed with long term financing.
2025 was a year of near constant credit spread compression in the senior secured loan market as high base rates drove demand for floating rate investments with the S&P UBS Leveraged Loan Index recording a total return of 5.9%. The trailing 12-month average default rate increased somewhat to 1.25% in 2025 compared to 0.91% in 2024, but was well below the long-term average of about 2.6%. Both loans and CLO markets experienced significant inflows and a majority of the loan market traded above par. Borrowers took advantage of this demand and refinanced their cost of debt and extended their maturities aggressively. As a result, only about 4.1% of the loan market is set to mature before 2028, alleviating concerns about the "maturity wall."
The collateralized loan obligation (CLO) market also experienced unprecedented activity, with a record USD 209 billion in new gross CLO issuance. Aggressive tightening of loan spreads, however, impacted CLO equity distributions adversely and consequently lowered their valuations.
During the year, credit markets in general and the US loan and CLO debt markets in particular remained quite extended and priced to perfection. We sold some secondary positions earlier in the year and converted our two open warehouses into CLOs to reduce exposure. Management intends to reduce exposure further if current conditions continue while considering adding opportunistically on pull-backs.
The CLO and warehouse portfolio generated USD 15.7m of cash flow in 2025. The Company converted its two warehouses into CLOs earning about USD 1.64m in net carry. No warehouses are currently open.
The Company is again lightly positioned as credit spreads are too tight on a historical basis. We expect volatility in 2026, especially in light of the current US administration's focus on tariffs and reshaping the world trade order.
The Company's CLO portfolio is divided into the following geographical areas:
|
|
2025 Amount |
Percentage |
2024 Amount |
Percentage |
|
|
US $000 |
|
US $000 |
|
|
US CLOs |
46,548 |
100% |
56,000 |
100% |
|
|
------- |
------ |
------ |
------ |
Private Equity Investments
The private equity investments held by the Company are mainly direct investments in private companies and also some fund investments incorporated in the form of Managed Funds (mostly closed end funds) in Israel and emerging economies.
The following summarizes the book value of the private equity investments at 31 December 2025.
|
Name |
US $m |
|
Phytech |
2.6 |
|
Other investments |
6.6 |
|
Total |
9.2 |
Phytech: Phytech is an agriculture-technology company in Israel providing end-to-end solutions for achieving higher yields on crops and tree data. Livermore continues to hold 12.2% in Phytech Global Advisors Ltd, which in turn now holds 11.95% on a fully diluted basis in Phytech Ltd.
The following table reconciles the review of activities to the Company's financial assets at 31 December 2025:
|
Name |
US $m |
|
Financial portfolio |
74.7 |
|
Private equity investments |
9.2 |
|
Total |
83.9 |
|
Financial assets at fair value through profit or loss (note 5) |
75.6 |
|
Financial assets at fair value through other comprehensive income (note 6) |
8.3 |
|
Total |
83.9 |
Investments held by Unconsolidated Subsidiaries
The subsidiaries mainly hold investments in private and listed companies and government bonds.
The following summarizes the fair value of the investments held by the Company's subsidiaries at 31 December 2025:
|
Name |
Held by |
US $m |
|
Fetcherr Ltd |
Livermore Capital AG |
26.5 |
|
Government bonds - State of Israel |
Livermore Israel Investments Ltd |
2.1 |
|
Other investments |
|
0.2 |
|
Total |
|
28.8 |
Fetcherr Ltd: Fetcherr builds responsible AI that translates market complexity into measurable profit growth. At the core is Fetcherr's Market Model, a proprietary AI-powered engine delivering accurate and granular demand predictions. Fetcherr's outcomes have consistently demonstrated that AI-powered decision intelligence can generate measurable profit uplift for its corporate partners. Fetcherr's corporate partners include Delta Airlines, Virgin Airlines, Azul Air and others. Fetcherr is expanding into new verticals in 2026 with Travel and Logistics at the forefront of these efforts. During 2025 Fetcherr raised $42 million in a round led by Salesforce Ventures at a post-money valuation of $572 million, with broad participation by existing investors. Over the years Livermore has invested $12.6 million as of year-end 2025. The Company values its investment in Fetcherr at $26.5 million, implying a valuation of Fetcherr at about USD 300m.
Events after the reporting date
There were no material events after the end of the reporting year, which have a bearing on the understanding of these financial statements.
Litigation
During 2025, there was no litigation that the Company was involved in.
Report of the Directors
The Directors submit their Annual Report and audited financial statements of the Company for the year ended 31 December 2025.
This report has been prepared on a voluntary basis and it does not contain all of the information that would have been required had it been prepared in accordance with the UK Companies Act 2006 guidance.
The Board's objectives
The Board's primary objectives are to supervise and control the management activities, business development, and the establishment of a strong franchise in the Company's business lines. Measures aimed at increasing shareholders' value over the medium to long-term, such as an increase in NAV are used to monitor performance.
The Board of Directors
Directors who served on the Board from the start of the 2025 financial until the date of this report.
Richard Barry Rosenberg BEM (age 70) independent, Non-Executive Director, Chairman of the Board
Richard joined the Company in December 2004. He became Non-Executive Chairman on 31 October 2006. He qualified as a chartered accountant in 1980 and in 1988 co-founded the accountancy practice SRLV. He has considerable experience in giving professional advice to clients in the leisure and entertainment sector. Richard is a director of a large number of companies operating in a variety of business segments.
Noam Lanir (age 58), Founder and Chief Executive Officer
Noam founded the Company in July 1998, to develop a specialist online marketing operation. Noam has led the growth and development of the Company's operations over the last twenty years which culminated in its IPO in June 2005 on AIM. Prior to 1998, Noam was involved in a variety of businesses mainly within the online marketing sector. He is also a major benefactor of a number of charitable organisations.
Ron Baron (age 58), Executive Director and Chief Investment Officer (resigned 26 August 2025)
Ron was appointed as Executive Director and Chief Investment Officer in August 2007. Ron has led the establishment and development of Livermore's investment platform as a leading specialized house in the credit space. Ron also has wide investment and M&A experience. From 2001 to 2006 Ron served as a member of the management at Bank Leumi, Switzerland and was responsible for investment activity. Prior to this, he spent five years as a commercial lawyer advising banks and large corporations on corporate transactions, including buyouts and privatisations. Ron has over 18 years of experience as an investment manager with particular focus on the US credit market and CLOs. He holds an MBA from INSEAD Fontainebleau and an LLB (LAW) and BA in Economics from Tel Aviv University. Ron is also the founder and owner of the Israel Cycling Academy a non-profit professional cycling team.
Augoustinos Papathomas (age 62) independent, Non-Executive Director
Augoustinos joined the Board in February 2019. He is a trained and qualified UK Chartered Accountant. He is a Partner of FRP Advisory Cyprus and of APP Audit in Cyprus with over 30 years of experience in assurance, taxation and advisory for local and international clients. He is also an insolvency practitioner with experience in many liquidations and receiverships. Augoustinos has served as a director in various bodies and organisations.
Itai Aharonson (age 58) independent, Non-Executive Director (appointed 22 October 2025)
Mr. Aharonson joined the Board in 2025. He is the founding partner of a law firm specializing in commercial, regulatory, and public sector advisory. He has served as counsel to government ministries, public companies, and private investors, with expertise in infrastructure, real estate, energy regulation, and large-scale policy implementation. Mr. Aharonson holds board positions in several organizations and brings experience in regulatory, strategic, and legal advisory roles across both public and private sectors. He holds degrees in Law and Economics from Tel Aviv University.
Christos Sideras (age 53), Executive Director (appointed 18 February 2026)
Mr. Sideras joined the Board in February 2026. He joined the Group in 2005 and currently serves as Livermore's Finance Manager. As a member of the Investment Committee, he brings his extensive accounting experience in investment firms and financial institutions. Prior to joining Livermore, he worked at Alltech Investments Ltd, Deloitte & Touche and Pannell Kerr Forster. Mr. Sideras is a registered CPA in New Jersey, USA, and has a B.S. in Business Administration from Montclair State University (MSU).
Antonis Loyides (age 50) independent, Non-Executive Director (appointed 18 February 2026)
Mr. Loyides joined the Board in February 2026. He is a Partner at STI Taxand and has also worked at PwC and Grant Thornton, in financial reporting, auditing, banking advisory and taxation. He has taught professional courses for ICAEW, ACCA exams and academic courses at the University of Cyprus on financial reporting, auditing, banking, taxation and costing. He is a ICAEW Fellow Chartered Accountant (FCA), a member of the Institute of Certified Public Accountants of Cyprus (ICPAC), a member of the Disciplinary Committee of the Cyprus Public Audit Oversight Board and has been a member of ICPAC's Accounting Standards Committee for 10 years. He holds a BA (Hons) in Accounting, Finance and Economics from the University of Sheffield.
Directors' responsibilities in relation to the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and International Financial Reporting Standards as adopted by the European Union.
The Directors are required to prepare financial statements for each financial year which give a true and fair view of the financial position of the Company, and its financial performance and cash flows for that period. In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgments and estimates that are reasonable and prudent;
· state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions, and at any time enable the financial position of the Company to be determined with reasonable accuracy and enable them to ensure that the financial statements comply with the applicable law and International Financial Reporting Standards as adopted by the European Union. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the British Virgin Islands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Disclosure of information to the Auditor
In so far as the Directors are aware:
· there is no relevant audit information of which the Company's auditor is unaware; and
· the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
Substantial Shareholdings
As at 18 May 2026, the Directors are aware of the following interests in 3 per cent or more of the Company's issued ordinary share capital:
|
|
Number of Ordinary Shares |
|
Percentage of issued ordinary share capital |
Percentage of voting rights* |
|
Groverton Management Ltd |
123,048,011 |
|
70.39% |
74.41% |
|
RB Cycling Investments Ltd |
28,698,044 |
|
16.42% |
17.36% |
|
|
|
|
|
|
* after consideration of the treasury shares.
Save as disclosed in this report and in the remuneration report, the Company is not aware of any other person or entity that is interested directly or indirectly in 3% or more of the issued share capital of the Company or could, directly or indirectly, jointly or severally, exercise control over the Company.
Details of transactions with Directors are disclosed in note 25 to the financial statements.
Corporate Governance Statement
Introduction
The Board recognises the importance of good corporate governance in supporting the long term success of the Company for the benefit of its shareholders and wider stakeholders. The Board has chosen to apply the Quoted Companies Alliance Corporate Governance Code (the "QCA Code") as the most appropriate framework for a company of Livermore's size, structure and stage of development.
Following the publication of the revised QCA Code in November 2023 (the "2023 QCA Code"), which applies for financial years beginning on or after 1 April 2024, the Board has reviewed its governance arrangements against the updated ten Principles. This Corporate Governance Statement is the Chair's report on how the Company has applied the 2023 QCA Code during the year ended 31 December 2025, the outcomes achieved, the key governance related developments during the year, and the areas in which the Board is continuing to evolve its practices. Where the Company has chosen not to apply, or is not yet in a position to apply, a particular expectation of the 2023 QCA Code in full, this is explained.
The Board Constitution and Procedures
The Company is controlled through the Board of Directors. At 31 December 2025, the Board comprised three independent Non-Executive Directors, one of whom is the Board's Chairman, and one Executive Director. Subsequent to the year end, Christos Sideras was appointed as an Executive Director and Antonis Loyides was appointed as an independent Non-Executive Director in February 2026. The roles of Chairman and Chief Executive are separately held, and there is a clear division of responsibilities between them. The Chief Executive's responsibility is to focus on co-ordinating the Company's business and implementing Company strategy.
A formal schedule of matters is reserved for consideration by the Board, which meets at least four times each year. The Board is responsible for implementation of the investing strategy as described in the circular to shareholders dated 29 December 2006 and adopted pursuant to shareholder approval at the Company's EGM on 17 January 2007. It reviews the strategic direction of the Company, its codes of conduct, its annual budgets, its progress towards achievement of these budgets and any capital expenditure programmes. In addition, the Directors have access to advice and services of the Company Secretary and all Directors are able to take independent professional advice if relevant to their duties. The Directors receive training and advice on their responsibilities as necessary.
Board Committees
The Board delegates clearly defined powers to its Audit and Remuneration Committees. The minutes of each Committee are circulated by the Board.
Remuneration Committee
The Remuneration Committee comprises the Non-Executive Chairman of the Board and a Non-Executive Director Augoustinos Papathomas. The Remuneration Committee considers the terms of employment and overall remuneration of the Executive Directors and key members of Executive management regarding share options, salaries, incentive payments and performance related pay. The remuneration of Non-Executive Directors is determined by the Board.
Audit Committee
The Audit Committee comprises the Non-Executive Chairman of the Board and a Non-Executive Director Augoustinos Papathomas and is chaired by the Chairman of the Board. The duties of the Committee include monitoring the auditor's performance and reviewing accounting policies and financial reporting procedures.
The Audit Committee's key objectives are the provision of effective governance over the appropriateness of the Group's financial reporting, including the adequacy of related disclosures, the performance of external audit function, and the management of the Group's systems of internal control and business risks.
The primary roles and responsibilities delegated to, and discharged by, the Committee include:
• monitoring and challenging the effectiveness of internal control and associated functions;
• approving and amending Group accounting policies;
• reviewing, monitoring, and ensuring the integrity of interim and annual financial statements, and any formal announcements relating to the Company's financial performance;
• providing advice (where requested by the Board) on whether the Annual Report and Accounts, taken as a whole, is fair, balanced, and understandable, and provides the information necessary for shareholders to assess the Company's position and performance;
• reviewing and monitoring the external auditor's independence, objectivity, and effectiveness of the audit services; and
• monitoring and approving the scope and costs of audit.
Nomination Arrangements
Given the size of the Board, the Company does not currently maintain a separate Nomination Committee. Nominations to the Board are considered by the Board as a whole, led by the Chairman, with the support of the Company Secretary and the Nominated Adviser. Searches for new Directors are conducted on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including in terms of skills, experience, professional background, gender, and other forms of diversity. During 2025 and early 2026 the Board's composition was refreshed with the appointment of Itai Aharonson, Christos Sideras and Antonis Loyides, broadening the Board's independent representation and adding additional senior financial reporting, legal and regulatory expertise.
Communication with Investors
The Directors are available to meet with shareholders throughout the year. In particular the Executive Directors prepare a general presentation for analysts and institutional shareholders following the interim and preliminary results announcements of the Company. The chairman, Richard Rosenberg, is available for meetings with shareholders throughout the year. The Board endeavours to answer all queries raised by shareholders promptly.
Shareholders are encouraged to participate in the Annual General Meeting at which the Chairman will present the key highlights of the Company's performance. The Board will be available at the Annual General Meeting to answer questions from shareholders.
Internal Control
The Board is responsible for ensuring that the Company has in place a system of internal controls and for reviewing its effectiveness. In this context, control is defined in the policies and processes established to ensure that business objectives are achieved cost effectively, assets and shareholder value safeguarded, and that laws and regulations are complied with. Controls can provide reasonable but not absolute assurance that risks are identified and adequately managed to achieve business objectives and to minimise material errors, frauds and losses or breaches of laws and regulations.
The Company operates a sound system of internal control, which is designed to ensure that the risk of misstatement or loss is kept to a minimum.
Given the Company's size and the nature of its business, the Board does not consider that it is necessary to have an internal audit function. An internal audit function will be established as and when the Company is of an appropriate size.
The Board undertakes a review of its internal controls on an ongoing basis.
Going Concern
The Directors have reviewed the current and projected financial position of the Company, making reasonable assumptions about interest and distribution income, future trading performance, valuation projections and debt requirements. On the basis of this review, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Annual Report and accounts.
Independence of Auditor
The Board undertakes a formal assessment of the auditor's independence each year, which includes:
· a review of non-audit related services provided to the Company and related fees;
· discussion with the auditor of a written report detailing all relationships with the Company and any other parties which could affect independence or the perception of independence;
· a review of the auditor's own procedures for ensuring independence of the audit firm and partners and staff involved in the audit, including the rotation of the audit partner;
· obtaining written confirmation from the auditor that it is independent; and
· a review of fees paid to the auditor in respect of audit and non-audit services.
The Quoted Company Alliance (QCA) Code
The Directors of Livermore recognise the importance of good corporate governance in supporting the Company's purpose, strategy and long-term success, and have chosen to apply the Quoted Companies Alliance Corporate Governance Code 2023 (the "QCA Code").
This statement describes how the Company applies the ten principles of the 2023 QCA Code for the financial year ended 31 December 2025. The Board has used the first year of reporting under the updated QCA Code to review and enhance the Company's governance disclosures and, where further enhancements are considered appropriate, these are explained below.
The Board considers that the governance framework described below is proportionate to the Company's size, investment activities, jurisdiction of incorporation and admission to trading on AIM, while also preserving the flexibility and entrepreneurial approach needed to deliver long-term value.
1. Establish a purpose, strategy and business model which promote long-term value for shareholders
Livermore's purpose is to preserve and grow shareholders' capital over the medium to long term through disciplined investment, prudent liquidity management and careful risk selection. The Company's strategy is focused primarily on investments that generate regular cash flows and where the Board and management have considerable investment experience and skills. These investments generally include exposure to senior secured and usually broadly syndicated US loans through structures such as collateralized loan obligations, together with selected public equity, fixed income and private investments.
The business model is supported by maintaining sufficient liquidity, low leverage at the overall portfolio level, and the ability to reinvest in existing and new investments through the economic cycle. The Company does not have an external management company structure and therefore does not bear external management or performance fees. Management and major shareholders have significant ownership interests, which the Board believes supports alignment with shareholders.
Core pillars of our investment strategy are:
• investing with discipline, patience and a focus on risk-adjusted returns;
• maintaining strong liquidity and low balance sheet leverage;
• using market data, portfolio monitoring and management experience to analyse opportunities and risks;
• building and maintaining strong relationships with investment counterparties, advisers and service providers; and
• retaining key employees and management through alignment of interests and a collaborative working environment.
2. Promote a corporate culture that is based on ethical values and behaviours
The Board seeks to promote a culture of integrity, accountability, disciplined investment judgment and respect for stakeholders. Given the small size of the organisation, the Board and executive management have direct and regular interaction with employees, consultants and key service providers, enabling the Board to set expectations and monitor behaviours closely.
The Board is committed to maintaining appropriate standards for the Company's business activities and ensuring that those standards are reflected in policies and procedures. Key examples include the Market Abuse Regulation Policy, Anti-Bribery and Anti-Corruption Policy, AIM Rules Compliance Policy and whistleblowing arrangements. These policies are intended to support ethical conduct, compliance with applicable laws and regulations, and prompt escalation of concerns.
The Board monitors culture through management reporting, interaction with staff and advisers, review of regulatory and compliance matters, and consideration of any whistleblowing or conduct issues. No material whistleblowing, bribery or corruption matters were reported to the Board during the year. Where conduct or behaviour does not meet the Board's expectations, the Board would require corrective action appropriate to the circumstances.
3. Seek to understand and meet shareholder needs and expectations
The Board is committed to open communication with shareholders so that the Company's strategy, performance and governance arrangements are clearly understood. Communication is achieved through the Annual Report, Interim Statement, regulatory announcements, the Company's website, the AGM and direct engagement with shareholders where appropriate.
The Chairman is available to communicate with major shareholders and ensures that shareholder views are communicated to the Board. The Board regards the AGM as an important opportunity for engagement with private shareholders, and Directors are available to listen to shareholders' views. The Company also maintains a designated investor relations email address, investors@livermore-inv.com.
The Board is aware that Groverton Management Ltd, an entity owned by Noam Lanir, held 74.41% of the Company's voting rights at 31 December 2025. The Board recognises the importance of protecting the interests of minority shareholders in a company with a controlling shareholder. Relevant safeguards include the presence of independent Non-Executive Directors, Board procedures for conflicts of interest, review of related party transactions, the involvement of the Company's Nominated Adviser where required by the AIM Rules, and the availability of the Chairman and Non-Executive Directors for shareholder engagement. The Board will keep under review whether any additional written minority shareholder protection arrangements, including a relationship agreement or equivalent arrangements, would be appropriate.
Where voting decisions are not in line with the Board's expectations, the Board will seek to engage with relevant shareholders to understand and, where appropriate, address the issues raised. The Company Secretary is the main point of contact for such matters.
4. Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
The Board recognises that the Company's long-term success depends on its relationships with a wider group of stakeholders as well as shareholders. Key stakeholders include shareholders, employees and consultants, investment and transaction counterparties, investee companies, banks and custodians, professional advisers, the Company's Nominated Adviser, regulators and the wider communities in which the Company and its representatives operate.
The Company seeks to maintain constructive and fair relationships with these stakeholders. Engagement includes regular reporting to shareholders, interaction with investment counterparties through meetings, calls and conferences, ongoing communication with advisers and service providers, and dialogue with the Nominated Adviser on regulatory matters and market expectations.
As an investment company with a small operational footprint and no manufacturing or asset-intensive operations, the Board considers the Company's direct environmental impact to be limited. The Board nevertheless recognises that environmental and social matters may be relevant to investment risk, reputation, liquidity and long-term value. The Board considers such matters where they are material to investment decisions, portfolio monitoring and the selection of counterparties and advisers.
The Board will continue to consider whether additional environmental and social metrics, policies or targets would be proportionate and useful for shareholders, taking into account the Company's size, structure and investment activities.
5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
The Board is responsible for ensuring that the Company has an appropriate system of risk management and internal control and for reviewing its effectiveness. The Company has an established framework of internal financial controls designed to ensure that the risk of misstatement or loss is kept to a minimum and that assets and shareholder value are safeguarded.
Risk is considered at Board meetings and in ongoing discussions between the Executive Directors, senior management and the Non-Executive Directors. The Board reviews investment performance, liquidity, market developments, portfolio concentration, counterparty exposure, valuation matters, currency and interest rate exposures, cyber and IT risks, regulatory compliance and other operational matters. The "Review of the Business and Risks" section of this Annual Report describes the principal risks and how they are mitigated.
The Audit Committee provides oversight of financial reporting, accounting policies, external audit, the adequacy of disclosures and the effectiveness of internal controls and business risk management. Assurance activities include management reporting, Board and Audit Committee review, third-party valuation and custodian information where relevant, service provider review, and the external audit process. The external auditor reports to the Audit Committee on matters arising from the audit, including internal control observations.
Given the Company's size and the nature of its business, the Board does not currently consider that a separate internal audit function is necessary. The Board will keep this position under review as the scale and complexity of the Company's activities evolve. As a further enhancement, the Board intends to continue developing its risk register and control assurance documentation so that principal risks, controls, responsibilities and review cycles are captured in a more formal manner.
6. Establish and maintain the board as a well- functioning, balanced team led by the chair
The Board is led by Richard Rosenberg, the independent Non-Executive Chairman, who is responsible for the running of the Board and ensuring that Directors receive accurate, timely and clear information. Noam Lanir, the Chief Executive Officer, has executive responsibility for running the Company's business and implementing the Company's strategy. During the year, Ron Baron ceased to act as a Director on 26 August 2025, and Itai Aharonson was appointed as an independent Non-Executive Director.
At 31 December 2025, the Board comprised one Executive Director and three independent Non-Executive Directors: Richard Rosenberg, Augoustinos Papathomas and Itai Aharonson. Subsequent to the year-end, Christos Sideras was appointed as an Executive Director and Antonis Loyides was appointed as an independent Non-Executive Director in February 2026. The Board considers that it has an appropriate balance of executive knowledge, independent judgment and relevant professional expertise.
The Board considers all Non-Executive Directors to be independent. In assessing Richard Rosenberg's independence, the Board has considered his long tenure as Chairman, together with the fact that neither Mr Rosenberg nor his firm has any commercial engagement with the Company outside his role as Non-Executive Chairman, his shareholding in the Company is non-material, and he does not receive incentive compensation linked to the Company's performance. The Board will continue to review independence annually.
All Directors receive regular and timely information on the Company's operational and financial performance. Relevant information is circulated to Directors in advance of meetings, minutes are maintained, and all Directors have access to the advice and services of the Company Secretary and may take independent professional advice in furtherance of their duties, if necessary, at the Company's expense. The Company maintains appropriate directors' and officers' insurance cover.
Directors' attendance at Board and Committee meetings during the year ended 31 December 2025 was as follows:
|
Number of meetings attended |
Board |
Audit |
Remuneration |
|
Richard Barry Rosenberg BEM |
5 of 5 |
2 of 2 |
1 of 1 |
|
Noam Lanir |
5 of 5 |
- |
- |
|
Ron Baron |
1 of 5 |
- |
- |
|
Augoustinos Papathomas |
5 of 5 |
2 of 2 |
1 of 1 |
|
Itai Aharonson |
1 of 5 |
- |
- |
7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
The Board is responsible to shareholders for the proper management of the Company and meets on a regular basis to set the overall direction and strategy of the Company, review operational and financial performance, discuss the investment environment and consider opportunities and risks. A formal schedule of matters is reserved for the Board.
The Board is supported by the Audit Committee and Remuneration Committee, each of which has clearly defined responsibilities. The Audit Committee oversees financial reporting, external audit, internal controls and business risks. The Remuneration Committee considers the remuneration of Executive Directors and key members of management. Given the Company's size, the Board has not established a separate nomination committee; Board appointments, succession planning and Board composition are considered by the Board as a whole. The Board will keep this structure under review as the Company develops.
The Board believes that the Directors collectively have an effective and appropriate balance of skills and experience, including investment management, credit markets, corporate strategy, legal and regulatory matters, accounting, audit, taxation, financial reporting and corporate governance. Directors' biographies are set out in this Annual Report and on the Company's website. The appointments of Itai Aharonson during 2025 and Christos Sideras and Antonis Loyides after the year end further strengthened the Board's legal, regulatory, financial reporting, audit and tax experience.
The Non-Executive Directors provide independent challenge to the Executive Directors, scrutinise performance against agreed objectives, help ensure that governance, financial information, controls and risk management are robust and appropriate, determine Executive Director remuneration through the Remuneration Committee, and bring independent skills and experience to Board and Committee deliberations.
The Company has procedures to identify and manage conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes are reported to and, where appropriate, agreed with the Board. New Board appointments are considered on merit against objective criteria and with regard to the benefits of diversity, including gender, background, skills and experience.
The Company's Articles of Association require Directors to seek re-election at least once every three years. The Board notes the 2023 QCA Code expectation that shareholders should have the opportunity to vote annually on the election or re-election of individual Directors and will consider whether to move to annual re-election for all Directors or explain its approach in future AGM materials.
The Company Secretary and Nominated Adviser support the Chairman in addressing training and development needs. During the period, Directors received or had access to updates on AIM Rules, QCA Code developments, market abuse regulation, financial reporting and other matters relevant to their duties.
8. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Chairman assesses the contributions of individual Directors, including whether their contributions are relevant and effective, whether they remain committed to the role and, where relevant, whether they continue to demonstrate independence of judgment. During 2025, Board performance was monitored through Chairman-led assessment, Board discussion, individual mentoring and training support from advisers.
The Board recognises that the 2023 QCA Code places greater emphasis on structured Board evaluation. The Board therefore intends to implement a formal annual internal evaluation process during 2026, covering Board composition, skills, information flows, decision-making, risk oversight, stakeholder engagement, committee effectiveness, succession planning and culture. The findings and resulting actions will be considered by the Board and reported, as appropriate, in future governance disclosures.
The Board will also consider whether periodic externally facilitated evaluation would be proportionate and beneficial, having regard to the Company's size, structure and complexity.
9. Establish a remuneration policy which is supportive of long-term value creation and the Company's purpose, strategy and culture
The Company's remuneration policy is designed to attract, retain and motivate Executive Directors and other key management personnel while supporting the Company's purpose of preserving and growing long-term shareholder value through disciplined investment and prudent risk management. The Remuneration Committee determines and reviews remuneration independently of executive management and seeks to ensure that remuneration arrangements are fair, transparent and aligned with shareholders' interests.
The remuneration framework may include fees or salary, benefits and reward payments, taking into account the success of the Company, individual performance, market conditions and the need to retain key expertise. The assessment of performance is both quantitative and qualitative and involves informed judgment by the Remuneration Committee, reflecting the characteristics of the Company's investment activities. Significant personal shareholdings held by executive management and major shareholders provide an important alignment mechanism with shareholders.
Non-Executive Directors receive a base fee, with additional amounts where appropriate to reflect additional time commitments and responsibilities. Non-Executive Directors do not receive performance-related incentive compensation. Directors' emoluments, share interests and the remuneration policy are set out in the Remuneration Report.
The Board will continue to review remuneration disclosures and shareholder engagement on remuneration matters, including whether an advisory shareholder vote on the remuneration report or policy would be appropriate for the Company's size, jurisdiction and shareholder structure.
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders
The Company communicates its performance, strategy and governance through the Annual Report, Interim Statement, regulatory announcements and its website at www.livermore-inv.com. The website contains information on the Company's business, strategy, corporate information, AIM Rule disclosures, share price information, historical annual reports and accounts, and RNS announcements. Relevant contact details and the investor relations email address are also available on the website.
The Board encourages two-way communication with shareholders and aims to respond to queries in a timely manner. The Chairman is available for meetings with shareholders and ensures that their views are communicated to the Board. The AGM provides shareholders with an opportunity to ask questions of the Board and to express their views.
The Company will review and update its website QCA Code disclosures, including any cross-references to this Annual Report, so that shareholders and other stakeholders can understand how the Company applies the 2023 QCA Code and where further enhancements are planned.
Remuneration Report
The remuneration report has been formed in accordance with the requirements of AIM rule 19 and is not intended to comply with the UK statutory requirements.
The Directors' emoluments, benefits and shareholdings during the year ended 31 December 2025 were as follows:
Directors' Emoluments
Each of the Directors has a service contract with the Company.
|
Director |
Date of agreement |
Fees US $000 |
Benefits US $000 |
Total emoluments |
|
|
|
Reward payments US $000 |
2025 US $000 |
2024 US $000 |
||||
|
Richard Barry Rosenberg BEM |
10 June 2005 |
74 |
- |
- |
74 |
97 |
|
Noam Lanir |
10 June 2005 |
400 |
45 |
- |
445 |
445 |
|
Ron Baron |
1 September 2007 |
233 |
- |
600 |
833 |
1,190 |
|
Augoustinos Papathomas |
1 February 2019 |
50 |
- |
- |
50 |
58 |
|
Itai Aharonson |
22 October 2025 |
5 |
- |
- |
5 |
- |
Directors' Interests
Interests of Directors in ordinary shares
|
|
At 31 December 2025 |
At 31 December 2024 |
||||
|
|
Number of Ordinary Shares |
Percentage of ordinary share capital |
Percentage of voting rights * |
Number of Ordinary Shares |
Percentage of ordinary share capital |
Percentage of voting rights * |
|
Noam Lanir |
123,048,011 |
70.39% |
74.41% |
123,048,011 |
70.39% |
74.41% |
|
Ron Baron |
28,698,044 |
16.42% |
17.36% |
25,456,903 |
14.56% |
15.40% |
|
Richard Barry Rosenberg BEM |
16,046 |
0.01% |
0.01% |
16,046 |
0.01% |
0.01% |
* after consideration of the treasury shares
Noam Lanir has his interest in ordinary shares through direct or indirect ownership of the whole issued share capital of Groverton Management Limited. Further information is provided in note 25 to the financial statements. -
Ron Baron has his interest in ordinary shares through ownership of the whole issued share capital of RB Cycling Investments Ltd.
Remuneration Policy
The Company's policy has been designed to ensure that the Company has the ability to attract, retain and motivate executive Directors and other key management personnel to ensure the success of the organization.
The following key principles guide its policy:
· Policy for the remuneration of executive Directors will be determined and regularly reviewed independently of executive management and will set the tone for the remuneration of other senior executives.
· The remuneration structure will support and reflect the Company's stated purpose to maximize long-term shareholder value.
· The remuneration structure will reflect a just system of rewards for the participants.
· The overall quantum of all potential remuneration components will be determined by the exercise of informed judgement of the independent remuneration committee, taking into account the success of the Company and the competitive global market.
· A significant personal shareholding will be developed in order to align executive and shareholder interests.
· The assessment of performance will be quantitative and qualitative and will include exercise of informed judgement by the remuneration committee within a framework that takes account of sector characteristics and is approved by shareholders.
· The committee will be proactive in obtaining an understanding of shareholder preferences.
· Remuneration policy and practices will be as transparent as possible, both for participants and shareholders
· The wider scene, including pay and employment conditions elsewhere in the Company, will be taken into account, especially when determining annual salary increases.
Review of the Business and Risks
Risks
The Board considers that the risks the Shareholders face can be divided into external and internal risks.
External risks to shareholders and their returns are those that can severely influence the investment environment within which the Company operates, and include economic recession, declining corporate profitability, higher corporate default rates and lower than historical recoveries, rising inflation and interest rates and excessive stock-market speculation.
The Company's portfolio is exposed to credit risk, interest rate changes, liquidity risk and volatility particularly in the US. In addition, the portfolio is exposed to currency risks as some of the underlying portfolio is invested in assets denominated in non-US currencies while the Company's functional currency is USD. Investments in certain emerging markets are especially exposed to governmental and regulatory risks.
The mitigation of these risks is achieved by following micro and macroeconomic trends and changes, regular monitoring of underlying assets and price movements and investment diversification. The Company also engages from time to time in certain hedging activities to mitigate these risks.
As of the date of this report, although inflation rates seem to have come down towards central bank targets, they are still too high for comfort and therefore most developed economies remain in a high interest rate environment. High interest rates for a longer period of time can create increased credit risk and lead to higher defaults and potential underperformance of our investments in Collateralized Loan Obligations in the US. The Company has mitigated risk by limiting reinvestment and retaining higher amounts of cash in recent years. The Company continues to be conservatively positioned with USD 36.9m of cash, deposits, and investments in US treasury bills as of 31 December 2025 and plans to maintain strong liquidity and stay debt free.
Internal risks to shareholders and their returns are related to Portfolio risks (investment and geography selection and concentration), balance sheet risk (gearing) and/or investment mismanagement risks. The Company's portfolio has a significant exposure to senior secured loans of US companies and therefore has a concentration risk to this asset class.
A periodic internal review is performed to ensure transparency of Company activities and investments. All service providers to the Company are regularly reviewed. The mitigation of the risks related to investments is effected by investment restrictions and guidelines and through reviews at Board Meetings.
As the portfolio of the Company is currently invested in USD denominated assets, movements in other currencies are expected to have a limited impact on the business.
On the asset side, the Company's exposure to interest rate risk is limited to the interest-bearing deposits and portfolio of bonds and loans in which the Company invests. Currently, the Company is primarily invested in sub-investment grade corporate loans through CLOs, which exposes the Company to credit risk (defaults and recovery rates, loan spreads over base rate) as well as liquidity risks in the CLO market.
Management monitors liquidity to ensure that sufficient liquid resources are available to the Company. The Company's credit risk is primarily attributable to its fixed income portfolio, which is exposed to corporate bonds with a particular exposure to the financial sector and to US senior secured loans.
Further information on financial risk management is provided in note 28 of the financial statements.
Share Capital
There was no change in the authorised share capital during the year to 31 December 2025. The authorised share capital is 1,000,000,000 ordinary shares with no par value.
Related party transactions
Details of any transactions of the Company with related parties during the year to 31 December 2025 are disclosed in note 25 to the financial statements.
By order of the Board of Directors
Chief Executive Officer
26 May 2026
Independent Auditor's Report to the Members of Livermore Investments Group Limited
Opinion
We have audited the consolidated financial statements of Livermore Investments Group Limited (the ''Company''), which are presented in pages 31 to 59 and comprise the Consolidated statement of financial position as at 31 December 2025, and the Consolidated statement of profit or loss, Consolidated statement of comprehensive income, Consolidated statement of changes in equity and Consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Company as at 31 December 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the ''Auditor's Responsibilities for the Audit of the Consolidated Financial Statements'' section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), as applicable to audits of financial statements of public interest entities, together with the ethical requirements that are relevant to audit of the consolidated financial statements in Cyprus. We have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
|
Investments' valuation Level 3 |
|
|
|
|
|
The key audit matter |
How the matter was addressed in our audit |
|
As per note 8.2 of the consolidated financial statements, the Company has financial assets of $47.6m (2024: $35.9m) classified within the fair value hierarchy at level 3, as disclosed in note 8, where $9.2m relates to private equity investments and $38.4m to investments in subsidiaries. The fair value of level 3 financial assets is generally determined on a basis of either third party valuations, or when not available, adjusted Net Asset (NAV) calculations using inputs from third parties. |
Our audit work included, but was not restricted to: Private equity investments:
• obtained an understanding of the valuation methodologies applied by the Board of Directors and assessed their appropriateness for each investment.
• obtained third party confirmations indicating either the NAV or fair value of the financial assets and compared to Company's records and fund's financial statements. |
|
Due to the use of significant judgments by the Board of Directors, the existence of unobservable inputs and the significant total value of financial assets within the level 3 hierarchy, we consider the valuation of these investments as a key audit matter. |
• evaluated the independent professional valuer's competence, capabilities and objectivity.
• considered whether the valuation methodologies used are in line with the Company's accounting policies, and also whether the Company's accounting policies are in compliance with the IFRSs as adopted by the European Union; and
• considered the adequacy of consolidated financial statement disclosures in relation to the valuation methodologies used for each class of level 3 financial assets.
Investments in Subsidiaries:
• obtained management accounts of the subsidiaries to identify their NAV; and evaluated any significant change in the fair value of investment.
• assessed the management accounts of the subsidiaries to determine whether the disclosed NAV is fairly stated by obtaining portfolio statements from independent valuers.
• evaluated and assessed the valuers' competence, capabilities and objectivity.
• evaluated the methodology used and assessed its adequacy
• considered whether the methodology used is in line with the Company's accounting policies, and also whether the Company's accounting policies are in compliance with the IFRSs as adopted by the European Union; and
• considered the adequacy of consolidated financial statement disclosures in relation to the valuation methodologies used for each class of level 3 financial assets.
Our results Based on our audit work, we did not identify any material misstatements relating to the valuation of the financial assets within Level 3 of fair value hierarchy. |
|
|
|
Other Information
The Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the consolidated financial statements and our auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors for the Consolidated Financial Statements
The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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 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 consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
|
· Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
|
· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. |
|
· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. |
|
· Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. |
|
· Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. |
|
· Plan and perform the audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
This report, including the opinion, has been prepared for and only for the Company's members as a body and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
The engagement partner on the audit resulting in this independent auditor's report is Mr Polyvios Polyviou.
|
Polyvios Polyviou Certified Public Accountant and Registered Auditor for and on behalf of |
|
|
Grant Thornton (Cyprus) Ltd |
|
|
Certified Public Accountants and Registered Auditors |
|
|
Limassol, 26 May 2026 |
|
Livermore Investments Group Limited
Consolidated Statement of Financial Position at 31 December 2025
|
|
Note |
2025 |
2024 |
|
Assets |
|
US $000 |
US $000 |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
|
1 |
37 |
|
Right-of-use assets |
4 |
- |
416 |
|
Financial assets at fair value through profit or loss |
5 |
47,448 |
56,000 |
|
Financial assets at fair value through other comprehensive income |
6 |
8,294 |
20,721 |
|
Investments in subsidiaries |
9 |
38,392 |
10,251 |
|
|
|
--------- |
--------- |
|
|
|
94,135 |
87,425 |
|
Current assets |
|
--------- |
--------- |
|
Trade and other receivables |
10 |
12 |
269 |
|
Financial assets at fair value through profit or loss |
5 |
28,149 |
22,339 |
|
Cash and cash equivalents |
11 |
21,487 |
33,768 |
|
|
|
--------- |
--------- |
|
|
|
49,648 |
56,376 |
|
|
|
--------- |
--------- |
|
Total assets |
|
143,783 |
143,801 |
|
|
|
--------- |
--------- |
|
Equity |
|
|
|
|
Share capital |
12 |
- |
- |
|
Share premium and treasury shares |
12 |
163,130 |
163,130 |
|
Other reserves |
|
(17,756) |
(18,358) |
|
Accumulated losses |
|
(5,735) |
(5,669) |
|
|
|
--------- |
--------- |
|
Total equity |
|
139,639 |
139,103 |
|
|
|
--------- |
--------- |
|
Liabilities |
|
|
|
|
Non-current liabilities |
|
|
|
|
Lease liabilities |
14 |
- |
312 |
|
|
|
--------- |
--------- |
|
Current liabilities |
|
|
|
|
Trade and other payables |
13 |
4,124 |
4,143 |
|
Lease liabilities - current portion |
14 |
- |
104 |
|
Current tax payable |
|
20 |
139 |
|
|
|
--------- |
--------- |
|
|
|
4,144 |
4,386 |
|
|
|
--------- |
--------- |
|
Total liabilities |
|
4,144 |
4,698 |
|
|
|
--------- |
--------- |
|
Total equity and liabilities |
|
143,783 |
143,801 |
|
|
|
--------- |
--------- |
|
|
|
|
|
|
Net asset value per share |
|
|
|
|
Basic and diluted net asset value per share (US $) |
16 |
0.84 |
0.84 |
|
|
|
--------- |
--------- |
These financial statements were approved by the Board of Directors on 26 May 2026.
The notes 1 to 30 form part of these consolidated financial statements.
Livermore Investments Group Limited
Consolidated Statement of Profit or Loss for the year ended 31 December 2025
|
|
Note |
2025 |
|
2024 |
|
|
|
|
US $000 |
|
US $000 |
|
|
Investment income |
|
|
|
|
|
|
Interest and distribution income |
18 |
17,347 |
|
22,520 |
|
|
Fair value changes of investments |
19 |
(8,202) |
|
(9,612) |
|
|
|
|
------ |
|
------ |
|
|
|
|
9,145 |
|
12,908 |
|
|
Other income |
20 |
182 |
|
- |
|
|
Operating expenses |
21 |
(4,933) |
|
(5,612) |
|
|
|
|
------ |
|
------ |
|
|
Operating profit |
|
4,394 |
|
7,296 |
|
|
Finance costs |
22 |
(31) |
|
(965) |
|
|
Finance income |
22 |
1,063 |
|
453 |
|
|
|
|
------ |
|
------ |
|
|
Profit before taxation |
|
5,426 |
|
6,784 |
|
|
Taxation charge |
23 |
(99) |
|
(199) |
|
|
|
|
------ |
|
------ |
|
|
Profit for the year |
|
5,327 |
|
6,585 |
|
|
|
|
------ |
|
------ |
|
|
Earnings per share |
|
|
|
|
|
|
Basic and diluted earnings per share (US $) |
24 |
0.03 |
|
0.04 |
|
|
|
|
------ |
|
------ |
|
The profit for the year is wholly attributable to the owners of the parent.
The notes 1 to 30 form part of these consolidated financial statements.
Livermore Investments Group Limited
Consolidated Statement of Comprehensive Income for the year ended 31 December 2025
|
|
Note |
2025 |
|
2024 |
|
|
|
|
US $000 |
|
US $000 |
|
|
Profit for the year |
|
5,327 |
|
6,585 |
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
Items that will be reclassified subsequently to profit or loss |
|
|
|
|
|
|
Foreign exchange gains / (losses) on translation of consolidated subsidiary |
|
148 |
|
(80) |
|
|
Foreign exchange gains reclassified to profit or loss on de-consolidation of subsidiary |
|
(182) |
|
- |
|
|
|
|
|
|
|
|
|
Items that are not reclassified subsequently to profit or loss |
|
|
|
|
|
|
Financial assets designated at fair value through other comprehensive income - fair value gains |
6 |
2,266 |
|
3,749 |
|
|
|
|
------ |
|
------ |
|
|
Total comprehensive income for the year |
|
7,559 |
|
10,254 |
|
|
|
|
------ |
|
------ |
|
The total comprehensive income for the year is wholly attributable to the owners of the parent.
The notes 1 to 30 form part of these consolidated financial statements.
Livermore Investments Group Limited
Consolidated Statement of Changes in Equity for the year ended 31 December 2025
|
|
Note |
Share premium |
Treasury Shares |
Translation reserve |
Investments revaluation reserve |
Retained earnings |
Total |
|
|
|
US $000 |
US $000 |
US $000 |
US $000 |
US $000 |
US $000 |
|
Balance at 1 January 2024 |
|
169,187 |
(6,057) |
114 |
(22,141) |
(5,266) |
135,837 |
|
|
|
------- |
------- |
------ |
------ |
------ |
------- |
|
Dividends |
|
- |
- |
- |
- |
(6,988) |
(6,988) |
|
|
|
------- |
------- |
------ |
------ |
------ |
------- |
|
Transactions with owners |
|
- |
- |
- |
- |
(6,988) |
(6,988) |
|
|
|
------- |
------- |
------ |
------ |
------ |
------- |
|
Profit for the year |
|
- |
- |
- |
- |
6,585 |
6,585 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
Financial assets at fair value through other comprehensive income - fair value gains |
6 |
- |
- |
- |
3,749 |
- |
3,749 |
|
Foreign exchange losses on translation of consolidated subsidiary |
|
- |
- |
(80) |
- |
- |
(80) |
|
|
|
------- |
------- |
------ |
------ |
------ |
------- |
|
Total comprehensive loss for the year |
|
- |
- |
(80) |
3,749 |
6,585 |
10,254 |
|
|
|
------- |
------- |
------ |
------ |
------ |
------- |
|
Balance at 31 December 2024 |
|
169,187 |
(6,057) |
34 |
(18,392) |
(5,669) |
139,103 |
|
|
|
------- |
------- |
------ |
------ |
------ |
------- |
|
Dividends |
15 |
- |
- |
- |
- |
(7,023) |
(7,023) |
|
|
|
------- |
------- |
------ |
------ |
------ |
------- |
|
Transactions with owners |
|
- |
- |
- |
- |
(7,023) |
(7,023) |
|
|
|
------- |
------- |
------ |
------ |
------ |
------- |
|
Profit for the year |
|
- |
- |
- |
- |
5,327 |
5,327 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
Financial assets at fair value through other comprehensive income - fair value gains |
6 |
- |
- |
- |
2,266 |
- |
2,266 |
|
Foreign exchange gains on translation of consolidated subsidiary |
|
- |
- |
148 |
- |
- |
148 |
|
Foreign exchange gains reclassified to profit or loss on de-consolidation of subsidiary |
3.2 |
|
|
(182) |
|
|
(182) |
|
Transfer of realised gains |
19 |
- |
- |
- |
(1,630) |
1,630 |
- |
|
|
|
------- |
------- |
------ |
------ |
------ |
------- |
|
Total comprehensive income for the year |
|
- |
- |
(34) |
636 |
6,957 |
7,559 |
|
|
|
------- |
------- |
------ |
------ |
------ |
------- |
|
Balance at 31 December 2025 |
|
169,187 |
(6,057) |
0 |
(17,756) |
(5,735) |
139,639 |
|
|
|
------- |
------- |
------ |
------ |
------ |
------- |
The notes 1 to 30 form part of these consolidated financial statements.
Livermore Investments Group Limited
Consolidated Statement of Cash Flows for the year ended 31 December 2025
|
|
Note |
2025 |
2024 |
|
|
|
US $000 |
US $000 |
|
Cash flows from operating activities |
|
|
|
|
Profit before tax |
|
5,426 |
6,784 |
|
Adjustments for |
|
|
|
|
Interest and distribution income |
18 |
(17,347) |
(22,520) |
|
Fair value changes of investments |
19 |
8,202 |
9,612 |
|
Other income |
20 |
(182) |
- |
|
Depreciation |
21 |
54 |
124 |
|
Bank interest income |
22 |
(308) |
(453) |
|
Interest expense |
22 |
31 |
33 |
|
Exchange differences |
22 |
(755) |
932 |
|
|
|
---------- |
---------- |
|
|
|
(4,879) |
(5,488) |
|
Changes in working capital |
|
|
|
|
Decrease/(increase) in trade and other receivables |
10 |
210 |
(167) |
|
(Decrease)/increase in trade and other payables |
13 |
(1,208) |
430 |
|
|
|
---------- |
---------- |
|
Cash flows used in operations |
|
(5,877) |
(5,225) |
|
Interest and distributions received |
|
17,655 |
22,973 |
|
Taxes paid |
|
(218) |
(223) |
|
|
|
---------- |
---------- |
|
Net cash from operating activities |
|
11,560 |
17,525 |
|
|
|
---------- |
---------- |
|
Cash flows from investing activities |
|
|
|
|
Acquisition of investments |
5, 6, 9 |
(71,875) |
(114,359) |
|
Proceeds from sale of investments |
5 |
54,098 |
118,497 |
|
|
|
---------- |
---------- |
|
Net cash (used in) /from investing activities |
|
(17,777) |
4,138 |
|
|
|
---------- |
---------- |
|
Cash flows from financing activities |
|
|
|
|
Lease liability payments |
|
(54) |
(111) |
|
Interest paid |
|
(31) |
(33) |
|
Dividends paid |
15 |
(7,023) |
(6,988) |
|
|
|
---------- |
---------- |
|
Net cash used in financing activities |
|
(7,108) |
(7,132) |
|
|
|
---------- |
---------- |
|
Net (decrease) / increase in cash and cash equivalents |
|
(13,325) |
14,531 |
|
Cash and cash equivalents at the beginning of the year |
|
33,768 |
20,169 |
|
Eliminated on de-consolidation of subsidiary |
3.2 |
139 |
- |
|
Exchange differences on cash and cash equivalents |
|
905 |
(932) |
|
|
|
---------- |
---------- |
|
Cash and cash equivalents at the end of the year |
11 |
21,487 |
33,768 |
|
|
|
---------- |
---------- |
The notes 1 to 30 form part of these consolidated financial statements.
Notes to the Consolidated Financial Statements
1. General Information
1.1. The Company was incorporated as an international business company and registered in the British Virgin Islands (BVI) on 2 January 2002 under IBC Number 475668. The principal legislation under which the Company operates is the BVI Business Companies Act, 2004. The liability of the members of the Company is limited.
1.2. The registered office of the Company is located at Trident Chambers, PO Box 146, Road Town, Tortola, British Virgin Islands.
1.3. The Company is tax resident in the Republic of Cyprus.
1.4. The principal activity of the Company is to carry out investment activities.
2. Basis of preparation
The consolidated financial statements ("the financial statements") of Livermore Investments Group Limited have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union (EU). The financial statements have been prepared on an accrual basis (other than for cash flow information) using the significant accounting policies and measurement bases summarised in note 3, and also on a going concern basis.
The Directors have reviewed the accounting policies used by the Company and consider them to be the most appropriate.
The financial information is presented in US dollars because this is the currency in which the Company primarily operates (i.e., the Company's functional currency).
References to the Company hereinafter also include its consolidated subsidiary (note 3.2 and 9).
3. Accounting Policies
The significant accounting policies applied in the preparation of the financial statements are as follows:
3.1. Adoption of new and revised IFRS
As from 1 January 2025, the Company adopted any applicable new or revised IFRS and relevant amendments which became effective and also were endorsed by the EU. This adoption did not have any material impact on the Company's financial statements.
The following IASB documents were issued by the date of authorisation of these financial statements but are not yet effective for the year ended 31 December 2025, or have not yet been endorsed by the EU by 31 December 2025:
|
|
Endorsed by EU |
IASB Effective date |
|
· IFRS 18 "Presentation and Disclosure in Financial Statements" |
Yes |
1 January 2027 |
|
· IFRS 19 "Subsidiaries without Public Accountability: Disclosures" |
No |
1 January 2027 |
|
· Amendments to IFRS 19 |
No |
1 January 2027 |
|
· Amendments to IAS 21: "Translation to a Hyperinflationary Presentation Currency" |
No |
1 January 2027 |
|
· Annual Improvements Volume 11 |
Yes |
1 January 2026 |
|
· Amendments to IFRS 9 and IFRS 7: "Contracts Referencing Nature-dependent Electricity" |
Yes |
1 January 2026 |
|
· Amendments to IFRS 9 and IFRS 7: "Classification and Measurement of Financial Instruments" |
Yes |
1 January 2026 |
|
· IFRS 14: "Regulatory Deferral Accounts" |
No |
1 January 2016 |
IFRS 18 is expected to affect the presentation of the Company's financial statements when it becomes effective, however the Directors have not yet assessed the magnitude of its impact. The remaining pronouncements are not expected to have any material effect on the financial statements when they become effective.
3.2. Investments in subsidiaries and basis of consolidation
Subsidiaries are entities controlled either directly or indirectly by the Company.
Control is achieved where the Company is exposed, or has rights, to variable returns from its involvement with a subsidiary and has the ability to affect those returns through its power over the subsidiary.
The Directors have determined that Livermore meets the definition of an investment entity, as this is defined in IFRS 10 "Financial Statements". As per IFRS 10, an investment entity is an entity that:
(a) obtains funds from one or more investors for the purpose of providing those investors with investment management services;
(b) commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and
(c) measures and evaluates the performance of substantially all of its investments on a fair value basis.
An investment entity is exempted from consolidating its subsidiaries, unless any subsidiary which is not itself an investment entity provides services that relate to the investment entity's investment activities. Such a subsidiary is consolidated rather than included within the investments in subsidiaries measured at fair value through profit or loss.
The financial statements consolidate the Company and one of its subsidiaries providing such services up to 30 June 2025. At that date, this subsidiary met the definition of an investment entity itself. As a result of that, the subsidiary has been de-consolidated and recognised within the Investments in subsidiaries (note 9) at its fair value as at 30 June 2025.
Note 9 shows further details of the consolidated and unconsolidated subsidiaries.
Unconsolidated subsidiaries
Investments in unconsolidated subsidiaries are initially recognised at their fair value and subsequently measured at fair value through profit or loss. Subsequently, any gains or losses arising from changes in their fair value are included in profit or loss for the year.
Dividends and other distributions from unconsolidated subsidiaries are recognised as income when the Company's right to receive payment has been established.
Consolidated subsidiary
The financial statements of the consolidated subsidiary are prepared using uniform accounting policies. Where necessary, adjustments are made to the financial statements of consolidated subsidiary to bring its accounting policies into line with those used by the Company. The consolidated subsidiary has a reporting date of 31 December.
All transactions between the Company and its consolidated subsidiary and all resulting balances, income and expenses are eliminated on consolidation.
3.3. Interest and distribution income
· Interest income is recognised based on the effective interest method.
· Distribution income is recognised on the date that the Company's right to receive payment is established, which in the case of quoted securities is the ex-dividend date.
3.4. Foreign currency
The financial statements of the Company are presented in USD, which is the currency of the primary economic environment in which it operates (its functional currency).
Transactions in foreign currencies are recorded at the rates of exchange prevailing on the dates of the transaction. Monetary assets and liabilities denominated in non-functional currencies are translated into functional currency using year-end spot foreign exchange rates. Non-monetary assets and liabilities are translated upon initial recognition using exchange rates prevailing at the dates of the transactions. Non-monetary assets that are measured in terms of historical cost in foreign currency are not subsequently re-translated.
Gains and losses arising on the settlement of monetary items and on the re-translation of monetary items are included in the profit or loss for the year. Those that arise on the re-translation of non-monetary items carried at fair value are included in the profit or loss of the year as part of the fair value gain or loss except for differences arising on the re-translation of non-monetary financial assets designated at fair value through other comprehensive income in respect of which gains and losses are recognised in other comprehensive income. For such non-monetary items any exchange component of that gain or loss is also recognised in other comprehensive income.
The results and financial position of the consolidated subsidiary, which has a functional currency of Swiss Francs, are translated into the presentation currency as follows:
(a) assets and liabilities are translated at the closing rate at the reporting date;
(b) income and expenses and also cash flows are translated at an average exchange rate (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case the items are translated at the rates prevailing at the dates of the transactions); and
(c) exchange differences arising are recognised in other comprehensive income within the translation reserve. Such translation exchange differences are reclassified to profit or loss in the period in which the foreign operation is disposed of.
3.5. Taxation
Current tax is the tax currently payable based on taxable profit for the year in accordance with the applicable tax laws.
Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted as at the reporting date.
3.6. Equity instruments
Equity instruments issued by the Company are recorded at proceeds received, net of direct issue costs.
The share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the premium received.
Own equity instruments purchased by the Company, or its consolidated subsidiary are recorded as treasury shares at the consideration paid, including transaction costs, and they are deducted from total equity until they are sold or cancelled. Where such shares are subsequently sold, any consideration received is included in total equity.
3.7. Financial assets
Financial assets are recognised when the Company becomes a party to the contractual provisions of the financial instrument.
A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire or the financial asset is transferred, and that transfer qualifies for derecognition. A financial asset is transferred if the contractual rights to receive the cash flows of the asset have been transferred or the Company retains the contractual rights to receive the cash flows of the asset but assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset that is transferred qualifies for derecognition if the Company transfers substantially all the risks and rewards of ownership of the asset, or if the Company neither retains nor transfers substantially all the risks and rewards of ownership but does transfer control of that asset.
The Company classifies its financial assets in the following measurement categories:
(a) those to be measured at fair value through profit or loss;
(b) those to be measured at fair value through other comprehensive income; and
(c) those to be measured at amortised cost.
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
Financial assets at fair value through profit or loss
The Company classifies the following financial assets at fair value through profit or loss:
(a) equity investments that are held for trading;
(b) other equity investments for which the Directors have not elected to recognise fair value gains and losses through other comprehensive income; and
(c) debt investments that do not qualify for measurement at either amortised cost or at fair value through other comprehensive income.
All financial assets within this category are measured at their fair value, with changes in value recognised in the profit or loss when incurred.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income (OCI) comprise equity investments which are not held for trading, and for which the Company has made an irrevocable election at initial recognition to recognise changes in fair value through OCI rather than profit or loss.
Where the Company's management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments continue to be recognised in profit or loss when the Company's right to receive payments is established.
Financial assets at amortised cost
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a financial asset that is measured at amortised cost is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is recognised based on the effective interest rate method.
The classification of debt instruments depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Impairment
The Company assesses the expected credit losses associated with its assets carried at amortised cost, on a forward-looking basis. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade and other receivables only, the Company applies the simplified approach permitted by IFRS 9, which permits expected lifetime losses to be recognised from initial recognition of the receivables.
Write offs
The Company writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.
3.8. Financial liabilities
Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Financial liabilities at amortised cost
Financial liabilities are measured initially at fair value plus transaction costs.
After initial recognition financial liabilities are measured at amortised cost using the effective interest rate method.
3.9. Cash and cash equivalents
Cash comprises cash in hand and on demand deposits with banks. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash. They include unrestricted short-term bank deposits originally purchased with maturities of three months or less.
3.10. Segment reporting
In making investment decisions, Management assesses individual investments and then, in analysing their performance, it receives and uses information for each investment product separately rather than based on any segmental information. Given that, Management regards that all the Company's activities fall under a single operating segment.
3.11. Critical accounting judgments and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires the use of accounting estimates and requires management to exercise its judgement in the process of applying the Company's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosures at the reporting date and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ.
Estimates and judgements are continually evaluated and are based on historical experience and future expectations that are believed to be reasonable under the circumstances.
Critical accounting judgement
Classification of financial assets
Management exercises significant judgement in determining the appropriate classification of the financial assets of the Company, based on Livermore's business model. An entity's business model refers to how an entity manages its financial assets in order to generate cash flows, considering all relevant and objective evidence. The factors considered include the contractual terms and characteristics which are very carefully examined, and also the Company's intentions and expected needs for realisation of the financial assets.
The Company invests in Collateralized Loan Obligations (CLOs) equity tranches that do not represent solely payments of principal and interest (SPPI). Therefore, investments in CLO are classified as financial assets at fair value through profit or loss.
All investments (except from certain equity instruments that are designated at fair value through other comprehensive income) are classified as financial assets at fair value through profit or loss, because this reflects more fairly the way these assets are managed by the Company. The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed, and its performance evaluated on a fair value basis, in accordance with a documented investment strategy, and information about the portfolio is provided internally on that basis to the Company's Board of Directors and other key management personnel.
Definition of investment entity for subsidiary
Management exercised significant judgement in determining that the Company's previously consolidated subsidiary, Livermore Capital AG, met the definition of an investment entity itself and therefore was de-consolidated and recognised within the investments in subsidiaries measured at fair value through profit or loss (note 3.2 and 9).
In determining that the subsidiary became an investment entity the Directors considered the fact that the subsidiary acquired significant investments during the year and the management's intention is that the subsidiary will be used as an investment entity and aim to identify further investment opportunities.
As a result of the above, financial assets at fair value through other comprehensive income, held by the specific subsidiary, of USD 14.913m (note 6) were deconsolidated. Also, following the de-consolidation, an amount payable to Livermore Capital AG at 30 June 2025 of USD 1.1m, which was previously eliminated on consolidation, was added to the Amounts due to related parties (notes 13 and 25). The resulting addition in the investments in subsidiaries was USD 16.080m (note 9). Any remaining adjustments on de-consolidation were immaterial.
No material gains or losses occurred on this reclassification.
Estimation uncertainty
Management, in preparing these financial statements, has not made any significant estimates with a risk of material change in value in the next financial period.
4. Right of use assets
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
At 1 January |
416 |
- |
|
Additions |
- |
524 |
|
Depreciation |
(54) |
(105) |
|
Exchange differences on the translation of subsidiary |
54 |
(3) |
|
Eliminated on de-consolidation of subsidiary (note 3.2) |
(416) |
- |
|
|
------ |
------ |
|
At 31 December |
- |
416 |
|
|
------ |
------ |
The Company's consolidated subsidiary Livermore Capital AG has entered on 1 January 2024 into a lease contract for its offices rented in Zurich (Switzerland).
5. Financial assets at fair value through profit or loss
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
Non-current assets |
|
|
|
Fixed income investments (CLOs) |
46,548 |
56,000 |
|
Private equity investments |
900 |
- |
|
|
------ |
------ |
|
|
47,448 |
56,000 |
|
|
------ |
------ |
|
Current assets |
|
|
|
Fixed income investments |
16,825 |
19,849 |
|
Public equity investments |
11,324 |
2,490 |
|
|
------ |
------ |
|
|
28,149 |
22,339 |
|
|
------ |
------ |
For description of each of the above categories, refer to note 7.
The above investments represent financial assets that are mandatorily measured at fair value through profit or loss.
There are no open derivatives at 31 December 2025 and 2024.
The Company treats its investments in the loan market through Collateralized Loan Obligations (CLOs) as non-current investments as the Company generally intends to hold such investments over a period longer than twelve months.
The movement in financial assets at fair value through profit or loss during the year was as follows:
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
At 1 January |
78,339 |
107,034 |
|
Purchases |
71,538 |
99,805 |
|
Sales |
(23,211) |
(84,247) |
|
Settlements |
(30,887) |
(34,250) |
|
Fair value losses |
(20,182) |
(10,003) |
|
|
------ |
------ |
|
At 31 December |
75,597 |
78,339 |
|
|
------ |
------ |
6. Financial assets at fair value through other comprehensive income
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
Non-current assets |
|
|
|
Private equity investments |
8,294 |
20,721 |
|
|
------ |
------ |
For description of the above category, refer to note 7.
The above investments are non-trading equity investments that have been designated at fair value through other comprehensive income.
The movement in financial assets at fair value through other comprehensive income during the year was as follows:
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
At 1 January |
20,721 |
6,498 |
|
Purchases |
220 |
10,474 |
|
Eliminated on de-consolidation of subsidiary (note 3.2) |
(14,913) |
- |
|
Fair value gains |
2,266 |
3,749 |
|
|
------ |
------ |
|
At 31 December |
8,294 |
20,721 |
|
|
------ |
------ |
7. Financial assets at fair value
The Company allocates its non-derivative financial assets at fair value (notes 5 and 6) as follows:
· Fixed income investments relate to investments in the loan market through CLOs, open warehouse facilities, fixed and floating rate bonds, and perpetual bank debt.
· Public equity investments relate to investments in shares of companies listed on public stock exchanges.
· Private equity investments relate to investments in the form of equity purchases in both high growth opportunities in emerging markets and deep value opportunities in mature markets. The Company generally invests directly in prospects where it can exert influence.
8. Fair value measurements of financial assets and liabilities
The table in note 8.2 presents financial assets and liabilities measured at fair value in the consolidated statement of financial position in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:
· Level 1: quoted prices (unadjusted) in active markets 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 for the asset or liability, either directly or indirectly; and
· Level 3: unobservable inputs for the asset or liability.
The level within which the financial asset is classified is determined based on the lowest level of significant input to the fair value measurement.
8.1 Valuation of financial assets
· Fixed Income Investments (other than CLOs) and Public Equity Investments are valued at their closing market prices on quoted exchanges, or as quoted by market makers.
· CLOs are valued by third party independent valuation providers and market makers. CLOs are typically valued based on discounted cash flow valuation models. The key assumptions for cash flow projections include default and recovery rates, prepayment rates and reinvestment assumptions on the underlying portfolios (typically senior secured loans) of the CLOs.
Default and recovery rates: The amount and timing of defaults in the underlying collateral and the amount and timing of recovery upon a default are key to the future cash flows a CLO will distribute to the CLO equity tranche. All else equal, higher default rates and lower recovery rates typically lead to lower cash flows. Conversely, lower default rates and higher recoveries lead to higher cash flows.
Prepayment rates: Senior loans can be pre-paid by borrowers. CLOs that are within their reinvestment period may, subject to certain conditions, reinvest such prepayments into other loans which may have different spreads and maturities. CLOs that are beyond their reinvestment period typically pay down their senior liabilities from proceeds of such pre-payments. Therefore, the rate at which the underlying collateral prepays impacts the future cash flows that the CLO may generate.
Reinvestment assumptions: A CLO within its reinvestment period may reinvest proceeds from loan maturities, prepayments, and recoveries into purchasing additional loans. The reinvestment assumptions define the characteristics of the loans that a CLO may reinvest in. These assumptions include the spreads, maturities, and prices of such loans. Reinvestment into loans with higher spreads and lower prices will lead to higher cash flows. Reinvestment into loans with lower spreads will typically lead to lower cash flows.
Discount rate: The discount rate indicates the yield that market participants expect to receive and is used to discount the projected future cash flows. Higher yield expectations or discount rates lead to lower prices and lower discount rates lead to higher prices for CLOs.
Investments in open warehouse facilities that have not yet been converted to CLOs, are valued based on an adjusted net asset valuation.
· Private equity investments are valued mainly on the basis of valuations reported by third-party managers of such investments. Real estate entities are valued by independent qualified property valuers with substantial relevant experience on such investments. Underlying property values are determined based on their estimated market values.
· Investments in subsidiaries are valued at fair value as determined on an adjusted net asset valuation basis. The Company has determined that the reported net asset value of each subsidiary represents its fair value at the end of the reporting period.
8.2 Fair value hierarchy
Financial assets measured at fair value are grouped into the fair value hierarchy as follows:
|
|
2025 US $000 |
2025 US $000 |
2025 US $000 |
2025 US $000 |
2024 US $000 |
2024 US $000 |
2024 US $000 |
2024 US $000 |
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total |
|
Fixed income investments |
16,825 |
46,548 |
- |
63,373 |
14,957 |
56,000 |
4,892 |
75,849 |
|
Public equity investments |
11,324 |
- |
- |
11,324 |
2,490 |
- |
- |
2,490 |
|
Private equity investments |
- |
- |
9,194 |
9,194 |
- |
- |
20,721 |
20,721 |
|
Investments in subsidiaries |
- |
- |
38,392 |
38,392 |
- |
- |
10,251 |
10,251 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
------ |
------ |
|
|
28,149 |
46,548 |
47,586 |
122,283 |
17,447 |
56,000 |
35,864 |
109,311 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
------ |
------ |
The Company has no financial liabilities measured at fair value.
The methods and valuation techniques used for the purpose of measuring fair value are unchanged compared to the previous reporting year.
No financial assets have been transferred between different levels.
Financial assets within level 3 can be reconciled from beginning to ending balances as follows:
|
|
At fair value through OCI - Private equity investments |
At fair value through profit or loss - Private equity investments |
At fair value through profit or loss - Fixed Income investments |
Investments in subsidiaries |
Total |
|
|
US $000 |
US $000 |
US $000 |
US $000 |
US $000 |
|
At 1 January 2024 |
6,498 |
- |
- |
5,780 |
12,278 |
|
Purchases |
10,474 |
- |
38,917 |
4,080 |
53,471 |
|
Settlement |
- |
- |
(34,250) |
- |
(34,250) |
|
Losses / profits recognised in: |
|
|
|
|
|
|
- Profit or loss |
- |
- |
225 |
391 |
616 |
|
- Other comprehensive income |
3,749 |
- |
- |
- |
3,749 |
|
|
------ |
------ |
------ |
------ |
------ |
|
At 1 January 2025 |
20,721 |
- |
4,892 |
10,251 |
35,864 |
|
Purchases |
220 |
900 |
26,220 |
16,161 |
43,501 |
|
Settlement |
(14,913) |
- |
(30,887) |
- |
(45,800) |
|
Profits recognised in: |
|
|
|
|
|
|
- Profit or loss |
- |
- |
(225) |
11,980 |
11,755 |
|
- Other comprehensive income |
2,266 |
- |
- |
- |
2,266 |
|
|
------ |
------ |
------ |
------ |
------ |
|
At 31 December 2025 |
8,294 |
900 |
- |
38,392 |
47,586 |
|
|
------ |
------ |
------ |
------ |
------ |
The above (losses) / profits recognised can be allocated as follows:
|
|
At fair value through OCI - Private equity investments |
At fair value through profit or loss - Fixed Income investments |
Investments in subsidiaries |
Total |
|
2024 |
US $000 |
US $000 |
US $000 |
US $000 |
|
Profit or loss |
|
|
|
|
|
- Financial assets held at year-end |
- |
225 |
391 |
616 |
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
- Financial assets held at year-end |
3,749 |
- |
- |
3,749 |
|
|
------ |
------ |
------ |
------ |
|
Total profits for 2024 |
3,749 |
225 |
391 |
4,365 |
|
|
------ |
------ |
------ |
------ |
|
|
|
|
|
|
|
|
At fair value through OCI - Private equity investments |
At fair value through profit or loss - Fixed Income investments |
Investments in subsidiaries |
Total |
|
2025 |
US $000 |
US $000 |
US $000 |
US $000 |
|
Profit or loss |
|
|
|
|
|
- Financial assets held at year-end |
- |
(225) |
11,980 |
11,755 |
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
- Financial assets held at year-end |
2,266 |
- |
- |
2,266 |
|
|
------ |
------ |
------ |
------ |
|
Total profits for 2025 |
2,266 |
(225) |
11,980 |
14,021 |
|
|
------ |
------ |
------ |
------ |
The Company has not developed any unobservable quantitative inputs for measuring the fair value of its level 3 financial assets at 31 December 2025 and 2024. Instead, the Company used prices from third-party pricing information without adjustment.
Private equity investments within level 3 have been measured based on their net asset value, which is primarily driven by the fair value of their underlying investments. In all cases, considering that such investments are measured at fair value, the carrying amounts of their underlying assets and liabilities are considered as representative of their fair values.
Investments in subsidiaries have been valued based on their net asset position. The main assets of the subsidiaries represent investments measured at fair value and receivables from the Company itself as well as third parties. Their net asset value is considered as a fair approximation of their fair value.
A reasonable change in any individual significant input used in the level 3 valuations is not anticipated to have a significant change in fair values as above.
9. Investments in subsidiaries
|
|
2025 |
2024 |
|
Unconsolidated subsidiaries - at fair value through profit or loss |
US $000 |
US $000 |
|
At 1 January |
10,251 |
5,780 |
|
Additions |
16,161 |
4,080 |
|
Fair value gains |
11,980 |
391 |
|
|
------ |
------ |
|
At 31 December |
38,392 |
10,251 |
|
|
------ |
------ |
Livermore Capital AG was consolidated until 30 June 2025. Its principal activity until that date related to administration services. Since that date, the activity of the subsidiary changed to holding of investments. Following that, it met the definition of an investment entity and as a result it was de-consolidated and its fair value added to the investments in subsidiaries measured at fair value through profit or loss.
The additions during 2025 include the fair value of Livermore Capital AG at 30 June 2025 of USD 16.080m. The additions during 2024 include the Company's capital contribution of USD 4.004m into PNG Trading Limited. The remaining additions in both years relate to the fair value of amounts receivable from the Company's unconsolidated subsidiary Sandhirst Ltd, that were waived by the Company as a means of capital contribution (note 25).
Details of the investments in which the Company has a controlling interest at 31 December 2025 are as follows:
|
Name of Subsidiary |
Place of incorporation |
Holding |
Voting rights and shares held |
Principal activity |
|
Unconsolidated subsidiaries |
|
|
|
|
|
Livermore Capital AG |
Switzerland |
Ordinary shares |
100% |
Holding of investments |
|
Livermore Properties Ltd |
British Virgin Islands |
Ordinary shares |
100% |
Holding of investments |
|
Mountview Holdings Ltd |
British Virgin Islands |
Ordinary shares |
100% |
Investment vehicle |
|
Livermore Israel Investments Ltd |
Israel |
Ordinary shares |
100% |
Holding of investments |
|
Sandhirst Ltd |
Cyprus |
Ordinary shares |
100% |
Holding of investments |
|
PNG Trading Limited |
Cyprus |
Ordinary shares |
100% |
Trading in investments |
There are no restrictions in receiving any amounts from any subsidiary, including cash dividends or repayments of any outstanding balances.
10. Trade and other receivables
|
|
2025 |
2024 |
|
Financial items |
US $000 |
US $000 |
|
Amounts due from related parties (note 25) |
- |
75 |
|
|
|
|
|
Non-financial items |
|
|
|
Prepayments |
12 |
182 |
|
VAT receivable |
- |
12 |
|
|
------ |
------ |
|
|
12 |
269 |
|
|
------ |
------ |
For the Company's receivables of a financial nature, no lifetime expected credit losses and no corresponding allowance for impairment have been recognised, as their default rates were determined to be close to 0%.
Prepayments of USD 0.047m were eliminated on the de-consolidation of the subsidiary (note 3.2).
No receivable amounts have been written-off during either 2025 or 2024.
11. Cash and cash equivalents
Cash and cash equivalents included in the consolidated statement of cash flows comprise the following at the reporting date:
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
Demand deposits |
21,487 |
33,768 |
|
|
------ |
------ |
|
Cash at bank |
21,487 |
33,768 |
|
|
------ |
------ |
The Company does not have any bank overdraft balances either at 31 December 2025 or 2024.
12. Share capital
Authorised share capital
The Company has authorised share capital of 1,000,000,000 ordinary shares with no par value, and no restrictions.
|
Issued share capital
Ordinary shares with no par value |
Number of shares
|
Share premium US $000 |
|
At 31 December 2025 and 2024 |
174,813,998 |
169,187 |
|
|
---------- |
---------- |
|
Treasury shares |
Number of shares |
US $000 |
|
At 31 December 2025 and 2024 |
9,458,577 |
6,057 |
|
|
---------- |
---------- |
In the statement of financial position, the share premium and treasury shares amount comprises of:
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
Share premium |
169,187 |
169,187 |
|
Treasury shares |
(6,057) |
(6,057) |
|
|
-------- |
-------- |
|
|
163,130 |
163,130 |
|
|
-------- |
-------- |
13. Trade and other payables
|
|
2025 |
2024 |
|
|
|
|
US $000 |
US $000 |
|
|
|
Financial items |
|
|
|
|
|
Trade payables |
97 |
96 |
|
|
|
Amounts due to related parties (note 25) |
3,964 |
3,966 |
||
|
Accrued expenses |
63 |
81 |
||
|
|
------ |
------ |
||
|
|
4,124 |
4,143 |
||
|
|
------ |
------ |
||
As a result of the de-consolidation of the subsidiary (note 3.2), an amount payable to Livermore Capital AG at 30 June 2025 of USD 1.1m was added to the Amounts due to related parties. Also, accrued expenses of USD 0.089m were eliminated on the de-consolidation.
14. Lease liabilities
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
At 1 January |
416 |
- |
|
Additions |
- |
524 |
|
Rentals paid |
(54) |
(105) |
|
Exchange differences on the translation of subsidiary |
54 |
(3) |
|
Eliminated on de-consolidation of subsidiary (note 3.2) |
(416) |
- |
|
|
------ |
------ |
|
At 31 December |
- |
416 |
|
|
------ |
------ |
|
|
|
|
|
Current portion |
- |
104 |
|
Non-current portion |
- |
312 |
|
|
------ |
------ |
|
|
- |
416 |
|
|
------ |
------ |
The lease liability relates to the right-of-use asset in note 4.
The rate for discounting the future lease payments into their present value was determined based on the Swiss lending rates for real estate investment which were close to zero. As a result, finance costs also approximate zero.
15. Dividend
On 23 May 2025, the Company announced an interim dividend of USD 7.023m (USD 0.0423 per share) to members on the register as at 06 June 2025. The dividend was paid on 04 July 2025.
The Board of Directors will decide future dividends based on profitability, liquidity requirements, portfolio performance, market conditions, and the share price of the Company relative to its NAV.
16. Net asset value per share
Net asset value per share has been calculated by dividing the net assets attributable to ordinary shareholders by the closing number of ordinary shares in issue during the relevant financial periods.
|
|
2025 |
2024 |
|
Net assets attributable to ordinary shareholders (USD 000) |
139,639 |
139,103 |
|
|
------------- |
------------- |
|
Closing number of ordinary shares in issue |
165,355,421 |
165,355,421 |
|
|
------------- |
------------- |
|
Basic net asset value per share (USD) |
0.84 |
0.84 |
|
|
------------- |
------------- |
|
Number of Shares |
|
|
|
Ordinary shares |
174,813,998 |
174,813,998 |
|
Treasury shares |
(9,458,577) |
(9,458,577) |
|
|
------------- |
------------- |
|
Closing number of ordinary shares in issue |
165,355,421 |
165,355,421 |
|
|
------------- |
------------- |
The diluted net asset value per share equals the basic net asset value per share since no potentially dilutive shares exist at 31 December 2025 and 2024.
17. Segment reporting
The Company's activities fall under a single operating segment.
The Company's investment income and its investments are divided into the following geographical areas:
|
|
2025 |
2024 |
|
Investment income / (losses) |
US $000 |
US $000 |
|
Other European countries |
1,379 |
(23) |
|
United States |
(3,401) |
13,265 |
|
Switzerland |
435 |
- |
|
Rest of the world |
10,972 |
(107) |
|
Asia |
(240) |
(227) |
|
|
------- |
------- |
|
|
9,145 |
12,908 |
|
|
------- |
------- |
|
Investments |
|
|
|
Other European countries |
8,319 |
10,743 |
|
United States |
75,891 |
90,142 |
|
Rest of the world |
30,306 |
1,055 |
|
Asia |
7,767 |
7,371 |
|
|
------- |
------- |
|
|
122,283 |
109,311 |
|
|
------- |
------- |
Investment income / (losses), comprising interest and distribution income as well as fair value gains or losses on investments, is allocated on the basis of the issuer's location. Investments are also allocated based on the issuer's location.
The Company has no significant dependencies, in respect of its investment income, on any single issuer.
18. Interest and distribution income
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
Interest from investments |
1,106 |
1,539 |
|
Distribution income |
16,241 |
20,981 |
|
|
------ |
------ |
|
|
17,347 |
22,520 |
|
|
------ |
------ |
Interest and distribution income is analysed between different categories of investments, as follows:
|
|
2025 |
2024 |
||||
|
|
Interest |
Distribution income |
Total |
Interest |
Distribution income |
Total |
|
|
US $000 |
US $000 |
US $000 |
US $000 |
US $000 |
US $000 |
|
Financial assets at fair value |
|
|
|
|
|
|
|
through profit or loss |
|
|
|
|
|
|
|
Fixed income investments |
1,106 |
15,106 |
16,212 |
1,539 |
20,920 |
22,459 |
|
Public equity investments |
- |
89 |
89 |
- |
61 |
61 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
|
|
1,106 |
15,195 |
16,301 |
1,539 |
20,981 |
22,520 |
|
Investments in subsidiaries (note 25) |
- |
1,046 |
1,046 |
- |
- |
- |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
|
|
1,106 |
16,241 |
17,347 |
1,539 |
20,981 |
22,520 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
The Company's distribution income derives from multiple issuers. The Company does not have concentration to any single issuer.
19. Fair value changes of investments
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
Fair value losses on financial assets through profit or loss |
(20,182) |
(10,033) |
|
Fair value gains on investments in subsidiaries |
11,980 |
391 |
|
Fair value gains on derivatives |
- |
30 |
|
|
------ |
------ |
|
|
(8,202) |
(9,612) |
|
|
------ |
------ |
The investments disposed of had the following cumulative (i.e., from the date of their acquisition up to the date of their disposal) financial impact in the Company's net asset position:
|
|
Disposed in 2025 |
Disposed in 2024 |
||||
|
|
Realised (losses)/ gains* |
Cumulative distribution or interest |
Total financial impact |
Realised (losses)/ gains* |
Cumulative distribution or interest |
Total financial impact |
|
|
US $000 |
US $000 |
US $000 |
US $000 |
US $000 |
US $000 |
|
Financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
Fixed income investments |
3,381 |
4,286 |
7,667 |
(2,670) |
17,761 |
15,091 |
|
Derivatives |
- |
- |
- |
30 |
- |
30 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
|
|
3,381 |
4,286 |
7,667 |
(2,640) |
17,761 |
15,121 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
|
Financial assets at fair value through OCI |
|
|
|
|
|
|
|
Private equity investments |
1,630 |
- |
1,630 |
- |
- |
- |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
|
|
5,011 |
4,286 |
9,297 |
(2,640) |
17,761 |
15,121 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
* difference between disposal proceeds and original acquisition cost
20. Other income
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
Foreign exchange gains reclassified from other comprehensive income on de-consolidation of subsidiary (note 3.2) |
182 |
- |
|
|
------ |
------ |
21. Operating expenses
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
Directors' fees and expenses |
1,407 |
1,790 |
|
Other salaries and expenses |
171 |
244 |
|
Professional fees |
2,363 |
2,503 |
|
Legal expenses |
25 |
7 |
|
Bank custody fees |
157 |
125 |
|
Office costs |
173 |
225 |
|
Depreciation |
54 |
124 |
|
Other operating expenses |
503 |
514 |
|
Audit fees |
80 |
80 |
|
|
------ |
------ |
|
|
4,933 |
5,612 |
|
|
------ |
------ |
Throughout 2024 the Company employed 4 members of staff (2024: 4). Two of those members are the Company's executive Directors.
Other salaries and expenses include USD 17,934 of social insurance and similar contributions (2024: USD 25,558), as well as USD 2,879 of defined contributions plan costs (2024: USD 7,094).
22. Finance costs and income
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
Finance costs |
|
|
|
Bank interest expense |
31 |
33 |
|
Foreign exchange losses |
- |
932 |
|
|
------ |
------ |
|
|
31 |
965 |
|
|
------ |
------ |
|
Finance income |
|
|
|
Bank interest income |
308 |
453 |
|
Foreign exchange gains |
755 |
- |
|
|
------ |
------ |
|
|
1,063 |
453 |
|
|
------ |
------ |
23. Taxation
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
Current tax charge |
99 |
199 |
|
|
------ |
------ |
The Company is a tax resident in the Republic of Cyprus and is subject to taxation under the tax laws and regulations in Cyprus. The current tax charge relates to the results of the Company and the Company's consolidated subsidiary in Switzerland (note 3.2 and 9).
24. Earnings per share
The basic earnings per share is calculated by dividing the profit for the year attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue of the Company during the relevant financial year.
|
|
2025 |
2024 |
|
Profit for the year attributable to ordinary shareholders of the parent (USD 000) |
5,327 |
6,585 |
|
|
------------- |
------------- |
|
Weighted average number of ordinary shares outstanding |
165,355,421 |
165,355,421 |
|
|
------------- |
------------- |
|
Basic earnings per share (USD) |
0.03 |
0.04 |
|
|
------------- |
------------- |
The diluted earnings per share equals the basic earnings per share since no potentially dilutive shares were in existence during 2025 and 2024.
25. Related party transactions
The Company is controlled by Groverton Management Ltd, an entity owned by Noam Lanir, which at 31 December 2025 held 74.41% (2024: 74.41%) of the Company's voting rights.
|
|
2025 |
2024 |
|
|
|
US $000 |
US $000 |
|
|
Amounts receivable from key management |
|
|
|
|
Directors' current accounts |
- |
75 |
(1) |
|
|
------ |
------ |
|
|
Amounts payable to unconsolidated subsidiaries |
|
|
|
|
Livermore Israel Investments Ltd |
(3,046) |
(3,046) |
(2) |
|
Livermore Capital AG |
(877) |
- |
(2) |
|
|
------ |
------ |
|
|
|
(3,923) |
(3,046) |
|
|
|
------ |
------ |
|
|
Amounts payable to key management |
|
|
|
|
Directors' current accounts |
(41) |
(920) |
(2) |
|
|
------ |
------ |
|
|
Distribution income from subsidiary |
|
|
|
|
Livermore Properties Ltd |
1,046 |
- |
|
|
|
------ |
------ |
|
|
Administration services by subsidiary |
|
|
|
|
Livermore Capital AG |
(579) |
- |
(3) |
|
|
------ |
------ |
|
|
Key management compensation - Short term benefits |
|
|
|
|
Executive Directors' fees |
678 |
795 |
(4) |
|
Executive Directors' reward payments |
600 |
840 |
|
|
Non-executive Directors' fees |
129 |
90 |
|
|
Non-executive Directors' reward payments |
- |
65 |
|
|
Other key management fees |
375 |
1,255 |
(3) |
|
|
------ |
------ |
|
|
|
1,782 |
3,045 |
|
|
|
------ |
------ |
|
(1) The Directors' current accounts with debit balances are interest free, unsecured, and have no stated repayment date.
(2) The amounts payable to unconsolidated subsidiaries and Directors current accounts with credit balances are interest free, unsecured, and have no stated repayment date.
(3) The administration services fees charged by the subsidiary and other key management fees are included within professional fees (note 21).
(4) These payments were made directly to companies which are related to the Directors.
During 2024, Livermore acquired 463 shares (46,300 shares in 2025 after accounting for share splits) in Fetcherr Ltd for a total consideration of USD 2.9m, on behalf of key management personnel. Each individual has fully reimbursed Livermore for the amount paid in relation to their respective shares. At 31 December 2025, these shares continue to be held in trust on their behalf, by the Company's subsidiary Livermore Capital AG.
During 2025, the Company waived a receivable amount of USD 0.081m from its subsidiary Sandhirst Ltd, as a means of capital contribution to the subsidiary. Similarly in 2024, the Company waived a receivable amount of USD 0.076m, as a means of capital contribution to the subsidiary (note 9).
No social insurance and similar contributions nor any other defined benefit contributions plan costs were incurred for the Company in relation to its key management personnel in either 2025 or 2024.
26. Litigation
Fairfield Sentry Ltd vs custodian bank and beneficial owners
One of the custodian banks that the Company used faced a litigation in a US court with a claim up to USD 2.1m plus interest and related legal fees, with regards to the redemption of shares in Fairfield Sentry Ltd, which were bought in 2008 at the request of Livermore and on its behalf. If the claim proved to be successful, Livermore would have to compensate the custodian bank since the transaction was carried out on Livermore's behalf.
Livermore came into an out-of-court settlement agreement for USD 0.27m, which was fully paid in January 2024.
27. Commitments
The Company has expressed its intention to provide financial support to its subsidiaries, where necessary, to enable them to meet their obligations as they fall due.
Other than the above, the Company has no capital or other commitments at 31 December 2025.
28. Financial risk management objectives and policies
Background
The Company's financial instruments comprise financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income, and financial assets and liabilities at amortised cost that arise directly from its operations. For an analysis of financial assets and liabilities by category, refer to note 29.
Risk objectives and policies
The objective of the Company is to achieve growth of shareholder value, in line with reasonable risk, taking into consideration that the protection of long-term shareholder value is paramount. The policy of the Board is to provide a framework within which the investment manager can operate and deliver the objectives of the Company.
Risks associated with financial instruments
Foreign currency risk
Foreign currency risks arise in two distinct areas which affect the valuation of the investment portfolio:
1) where an investment is denominated and paid for in a foreign currency; and
2) where an investment has substantial exposure to non-US Dollar underlying assets or cash flows denominated in a foreign currency.
The Company in general does not hedge its currency exposure. The Company discretionally and partially hedges against foreign currency movements affecting the value of the investment portfolio based on its view on the relative strength of certain currencies. Any hedging transactions represent economic hedges; the Company does not apply hedge accounting in any case. Management monitors the effect of foreign currency fluctuations through the pricing of the investments. The Company's exposure to financial instruments denominated in foreign currencies is the following:
|
|
2025 |
2025 |
2025 |
2024 |
2024 |
2024 |
|
|
Financial assets |
Financial liabilities |
Net value |
Financial assets |
Financial liabilities |
Net value |
|
British Pounds (GBP) |
2,652 |
- |
2,652 |
2,511 |
- |
2,511 |
|
Euro |
6,299 |
(67) |
6,232 |
8,598 |
(57) |
8,541 |
|
Israel Shekels (ILS) |
5,359 |
(3,046) |
2,313 |
4,732 |
(3,046) |
1,686 |
|
Japanese Yen (JPY) |
4,193 |
- |
4,193 |
4,181 |
- |
4,181 |
|
Swiss Franc (CHF) |
4,384 |
(876) |
3,508 |
- |
- |
- |
|
Others |
88 |
- |
88 |
36 |
(74) |
(38) |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
|
Total |
22,975 |
(3,989) |
18,986 |
20,058 |
(3,177) |
16,881 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
Also, some of the USD denominated investments are backed by underlying assets which are invested in non-USD assets. For instance, investments in certain emerging market private equity funds are denominated in USD but the funds in turn have invested in assets denominated in non-USD currencies.
A 10% increase of the following currency rates against the rate of United States Dollar (USD) at 31 December 2025 would have the following impact. A 10% decrease of the following currencies against USD would have an approximately equal but opposite impact.
|
|
2025 |
2025 |
2025 |
2024 |
2024 |
2024 |
|
|
Profit or loss |
Other comprehensive income |
Equity |
Profit or loss |
Other comprehensive income |
Equity |
|
British Pounds (GBP) |
24 |
241 |
265 |
119 |
93 |
212 |
|
Euro |
623 |
- |
623 |
854 |
- |
854 |
|
Swiss Franc (CHF) |
351 |
- |
351 |
- |
- |
- |
|
Israel Shekels (ILS) |
231 |
- |
231 |
169 |
- |
169 |
|
Japanese Yen (JPY) |
419 |
- |
419 |
418 |
- |
418 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
|
Total |
1,648 |
241 |
1,889 |
1,560 |
93 |
1,653 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
The above analysis assumes that all other variables in particular, interest rates, remain constant.
Interest rate risk
The Company is exposed to interest rate risk on its interest-bearing instruments which are affected by changes in market interest rates.
At 31 December 2025 and 31 December 2024, the Company had no financial liabilities that bore an interest rate risk.
Interest rate changes will also impact equity prices. The level and direction of changes in equity prices are subject to prevailing local and world economics as well as market sentiment all of which are very difficult to predict with any certainty.
The Company has fixed and floating rate financial assets including bank balances that bear interest at rates based on the banks floating interest rates. In particular, the fair value of the Company's fixed rate financial assets is likely to be negatively impacted by an increase in interest rates. The interest income of the Company's floating rate financial assets is likely to be positively impacted by an increase in interest rates.
The Company has exposure to US bank loans through CLO equity tranches as well as through warehousing facilities. An investment in the CLO equity tranche or first loss tranche of a warehouse represents a leveraged investment into such loans. As these loans (assets of a CLO) and the liabilities of a CLO are floating rate in nature (typically 3-month LIBOR as the base rate), the residual income to CLO equity tranches and warehouse first loss tranches is normally linked to the floating rate benchmark and thus normally do not carry substantial interest rate risk.
The Company's financial assets affected by interest rate changes are as follows:
|
|
2025 |
2024 |
|
Financial assets - subject to fair value changes |
|
|
|
-Fixed income investments |
16,825 |
14,957 |
|
|
------ |
------ |
|
|
16,825 |
14,957 |
|
|
------ |
------ |
|
Financial assets - subject to interest changes |
|
|
|
- Cash and cash equivalents |
21,487 |
33,768 |
|
|
------ |
------ |
|
|
21,487 |
33,768 |
|
|
------ |
------ |
|
|
|
|
|
Total |
38,312 |
48,725 |
|
|
------ |
------ |
An increase of 1% (100 basis points) in interest rates would have the following impact in profit or loss. An equivalent decrease would have an approximately equal but opposite impact. There would be no impact in other comprehensive income.
|
|
2025 |
2024 |
|
|
Profit or loss |
Profit or loss |
|
Financial assets - subject to: |
|
|
|
- fair value changes |
(410) |
(436) |
|
- interest changes |
215 |
338 |
|
|
------ |
------ |
|
Total |
(195) |
(98) |
|
|
------ |
------ |
The above analysis assumes that all other variables, in particular currency rates, remain constant.
Market price risk
By the nature of its activities, most of the Company's investments are exposed to market price fluctuations. The Board monitors the portfolio valuation on a regular basis and consideration is given to hedging or adjusting the portfolio against large market movements.
The Company had no single major financial instrument that in absolute terms and as a proportion of the portfolio could result in a significant reduction in the NAV and share price. Due to the very low exposure of the Company to public equities, and having no specific correlation to any market, the equity price risk is low. The portfolio as a whole does not correlate exactly to any Index.
Management of risks is primarily achieved by having a diversified portfolio to spread the market price risk. The Company mainly has investments in CLO equity tranches as well as first loss tranches of warehouse facilities. Investments in the equity tranche of US CLOs represent a levered exposure to senior secured corporate loans in the US, and are thus subject to many risks including but not limited to lack of liquidity, credit or default risk, and risks related to movements in market prices as well as the variations of risk premium in the market.
Prices of these CLO investments may be volatile and will generally fluctuate due to a variety of factors that are inherently difficult to predict, including but not limited to changes in prevailing credit spreads and yield expectations, interest rates, underlying portfolio credit quality and market expectations of default rates on non-investment grade loans, general economic conditions, financial market conditions, legal and regulatory developments, domestic and international economic or political events, developments or trends in any particular industry, and the financial condition of the obligors that constitute the underlying portfolio.
A 10% uniform change in the value of the Company's portfolio of financial assets would result in a 6.01% change in the net asset value at 31 December 2025 (2024: 7.11%), and would have the following impact in profit or loss and other comprehensive income (either positive or negative, depending on the corresponding sign of the change).
|
|
2025 |
2025 |
2024 |
2024 |
|
|
Profit or loss |
Other comprehensive income |
Profit or loss |
Other comprehensive income |
|
Financial assets at fair value through other comprehensive income |
- |
829 |
- |
2,072 |
|
Financial assets at fair value through profit or loss |
7,559 |
- |
7,830 |
- |
|
|
------ |
------ |
------ |
------ |
|
|
7,559 |
829 |
7,830 |
2,072 |
|
|
------ |
------ |
------ |
------ |
Derivatives
The Investment Manager may use derivative instruments in order to mitigate market risk or to take a directional investment. These provide a limited degree of protection and would not materially impact the portfolio returns if a large market movement did occur.
No derivatives were held either at 31 December 2025 or 2024.
Credit risk
The Company invests in a wide range of securities with various credit risk profiles including investment grade securities and sub investment grade positions. The investment manager mitigates the credit risk via diversification across issuers. However, the Company is exposed to a migration of credit rating, widening of credit spreads and default of any specific issuer.
The Company only transacts with regulated institutions on normal market terms which are trade date plus one to three days. The levels of amounts outstanding from brokers are regularly reviewed by the management. The duration of credit risk associated with the investment transactions is the period between the date the transaction took place, the trade date and the date the stock and cash are transferred, the settlement date. The level of risk during the period is the difference between the value of the original transaction and its replacement with a new transaction.
The Company is mainly exposed to credit risk in respect of its fixed income investments (mainly CLOs) and to a lesser extend in respect of its financial assets at amortised cost, and other instruments held for trading (perpetual bonds).
The Company has exposure to US senior secured loans and to a lesser degree emerging market loans through CLO equity tranches as well as warehouse first loss tranches. These loans are primarily non-investment grade loans or interests in non-investment grade loans, which are subject to credit risk among liquidity, market value, interest rate, reinvestment and certain other risks. It is anticipated that these non-investment grade loans generally will be subject to greater risks than investment grade corporate obligations.
A non-investment grade loan or debt obligation or an interest in a non-investment grade loan is generally considered speculative in nature and may become a defaulted security for a variety of reasons. A defaulted security may become subject to either substantial workout negotiations or restructuring, which may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of principal, and a substantial change in the terms, conditions and covenants with respect to such defaulted security. In addition, such negotiations or restructuring may be quite extensive and protracted over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery on such defaulted security. Bank loans have historically experienced greater default rates than has been the case for investment grade securities.
The Company has no investment in sovereign debt at 31 December 2025 or 2024.
No collaterals are held by the Company itself in relation to the Company's financial assets subject to credit risk.
The Company's maximum credit risk exposure at 31 December 2025 and 2024 is as follows:
|
|
2025 US $000 |
2024 US $000 |
|
Financial assets: |
|
|
|
At amortised cost: |
|
|
|
Trade and other receivables |
- |
75 |
|
Cash at bank |
21,487 |
33,768 |
|
At fair value through profit or loss |
63,361 |
75,808 |
|
|
------ |
------ |
|
|
84,848 |
109,651 |
|
|
------- |
------- |
The fair values of the above financial assets at fair value through profit or loss are also affected by the credit risk of those instruments. However, it is not practical to provide an analysis of the changes in fair values due to the credit risk impact for the year or previous periods, nor to provide any relevant sensitivity analysis.
At 31 December 2025 and 2024 the credit rating distribution of the Company's asset portfolio subject to credit risk was as follows:
|
Rating |
2025 |
2024 |
||
|
|
US $000 |
Percentage |
US $000 |
Percentage |
|
AA+ |
15,447 |
18.2% |
10,356 |
9.4% |
|
A+ |
15,279 |
18.0% |
19,529 |
17.7% |
|
A |
4,343 |
5.1% |
12,181 |
11.1% |
|
A- |
528 |
0.6% |
496 |
0.5% |
|
BBB |
1,845 |
2.2% |
2,057 |
1.9% |
|
BBB- |
1,255 |
1.5% |
1,219 |
1.1% |
|
BB+ |
- |
- |
850 |
0.8% |
|
BB |
- |
- |
824 |
0.8% |
|
BB- |
- |
- |
5,863 |
5.3% |
|
B- |
- |
- |
797 |
0.7% |
|
CCC+ |
1,668 |
2.0% |
1,046 |
1.0% |
|
Not Rated |
44,483 |
52.4% |
54,433 |
49.7% |
|
|
------- |
------ |
------- |
------ |
|
|
84,848 |
100% |
109,651 |
100% |
|
|
------- |
------ |
------- |
------ |
Included within "not rated" amounts are investments in loan market through CLOs (equity tranches) of USD 44.483m (2024: CLOs of USD 49.466m).
The modelled internal rates of return on the CLO portfolio as well as the warehouse first loss tranches are in low teens percentage points.
Liquidity risk
The following table summarizes the contractual cash outflows in relation to the Company's financial liabilities according to their maturity.
|
31 December 2025 |
Carrying amount |
Less than 1 year |
|
|
US $000 |
US $000 |
|
Trade and other payables |
4,124 |
4,124 |
|
|
------ |
------ |
|
31 December 2024 |
Carrying amount |
Less than 1 year |
|
|
US $000 |
US $000 |
|
Trade and other payables |
4,143 |
4,143 |
|
|
------ |
------ |
A small proportion of the Company's portfolio is invested in mid-term private equity investments with low or no liquidity. The investments of the Company in publicly traded securities are subject to availability of buyers at any given time and may be very low or non-existent subject to market conditions.
There is currently no exchange traded market for CLO securities and they are traded over-the-counter through private negotiations or auctions subject to market conditions. Currently the CLO market is liquid, but in times of market distress the realization of the investments in CLOs through sales may be below fair value.
Management takes into consideration the liquidity of each investment when purchasing and selling in order to maximise the returns to shareholders by placing suitable transaction levels into the market.
At 31 December 2025, the Company had liquid investments totalling USD 96.1m, comprising of USD 21.5m in cash and cash equivalents, USD 46.5m in investments in loan market through CLOs, USD 16.8m in other fixed income investments, USD 11.3m in public equities. Management structures and manages the Company's portfolio based on those investments which are considered to be long term, core investments and those which could be readily convertible to cash, are expected to be realised within normal operating cycle and form part of the Company's treasury function.
Capital management
The Company considers its capital to be its total equity (i.e., its share capital and all of its reserves).
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the balance between its net debt and equity. As at 31 December 2025 and 2024 the Company has no borrowings.
Net debt to equity ratio is calculated using the following amounts as included on the consolidated statement of financial position, for the reporting periods under review:
|
|
2025 |
2024 |
|
|
US $000 |
US $000 |
|
Borrowings |
- |
- |
|
Cash at bank |
(21,487) |
(33,768) |
|
|
------ |
------ |
|
Net Debt |
(21,487) |
(33,768) |
|
|
------ |
------ |
|
Total equity |
139,639 |
139,103 |
|
|
------ |
------ |
|
Net debt to equity ratio |
(0.15) |
(0.24) |
|
|
------- |
------- |
29. Financial assets and liabilities by class
|
|
Note |
2025 US $000 |
2024 US $000 |
|
Financial assets: |
|
|
|
|
Financial assets at amortised cost |
10, 11 |
21,487 |
33,843 |
|
Financial assets at fair value through profit or loss |
5 |
75,597 |
78,339 |
|
Financial assets designated at fair value through other comprehensive income |
6 |
8,294 |
20,721 |
|
|
|
------- |
------- |
|
|
|
105,378 |
132,903 |
|
|
|
------- |
------- |
|
|
|
|
|
|
Financial liabilities: |
|
|
|
|
Financial liabilities at amortised cost |
13 |
4,124 |
4,143 |
|
|
|
------- |
------- |
The carrying amount of the financial assets and liabilities at amortised cost approximates to their fair value.
30. Events after the reporting date
There were no material events after the end of the reporting year, which have a bearing on the understanding of these financial statements.
Shareholder Information
Registrars
All enquiries relating to shares or shareholdings should be addressed to:
Link Asset Services
34 Beckenham Road
Beckenham
Kent BR3 4TU
Telephone: 0871 664 0300
Facsimile: 020 8639 2342
Change of Address
Shareholders can change their address by notifying Link Asset Services in writing at the above address.
Website
www.livermore-inv.com
The Company's website provides, amongst other things, the latest news and details of the Company's activities, share price details, share price information and links to the websites of our brands.
Direct Dividend Payments
Dividends can be paid automatically into shareholders' bank or building society accounts. Two primary benefits of this service are:
· There is no chance of the dividend cheque going missing in the post; and
· The dividend payment is received more quickly because the cash sum is paid directly into the account on the payment date without the need to pay in the cheque and wait for it to clear.
As an alternative, shareholders can download a dividend mandate and complete and post to Link Asset Services.
Lost Share Certificate
If your share certificate is lost or stolen, you should immediately contact Link Asset Services on 0871 664 0300 who will advise on the process for arranging a replacement.
Duplicate Shareholder Accounts
If, as a shareholder, you receive more than one copy of a communication from the Company you may have your shares registered in at least two accounts. This happens when the registration details of separate transactions differ slightly. If you wish to consolidate such multiple accounts, please call Link Asset Services on 0871 664 0300.
Please note that the Directors of the Company are not seeking to encourage shareholders to either buy or sell the Company's shares.
Corporate Directory |
|
|
|
Secretary Chris Sideras
Registered Office Trident Chambers PO Box 146 Road Town Tortola British Virgin Islands
Company Number 475668
Registrars Link Asset Services 34 Beckenham Road Beckenham Kent BR3 4TU England Auditor Grant Thornton (Cyprus) Ltd 41-49, Agiou Nicolaou Street Nemeli Court - Block C 2408 Engomi Nicosia
Solicitors Travers Smith 10 Snow Hill London EC1A 2AL England
Broker Zeus Capital Limited 125 Old Broad Street London EC2N 1AR England Nominated And Financial Adviser Strand Hanson Limited |
|
Principal Bankers
Banque J. Safra Sarasin (Luxembourg) SA 17 - 21, Boulevard Joseph II L-1840 Luxembourg
CBH Compagnie Bancaire Helvétique SA Löwenstrasse 29 Zurich 8021 Switzerland
Credit Suisse AG Seeefldstrasse 1 Zurich 8070 Switzerland
UBS AG Paradeplatz 6
Bank Julius Baer & Co. Ltd. Bahnhofstrasse 36, CH-8010 Zurich, Switzerland
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