Gresham House plc 
Report and Accounts 
For the year ended 31 December 2016
Since 1857 1 Highlights
2 Chairman’s Statement
4 Chief Executive’s Report
8 Financial Review
14 Strategic Report
22 Risk Management
26 Corporate Governance
31 Remuneration Report
34 Directors’ Report
39 Independent Auditor’s Report
40 Financial Statements
46 Principal Accounting Policies
52 Notes to the Accounts
78 Notice of Annual General Meeting
84  Corporate Information
Incorporated in 1857, Gresham House plc is an AIM 
quoted specialist asset management group focussed 
on alternative and illiquid asset classes, aiming to 
generate superior returns for clients and shareholders 
over the longer term.
Shareholder value creation will be driven by long-term 
growth in earnings as a result of increasing assets 
under management and returns from invested capital 
and from carried interests in the funds managed.
Gresham House currently manages investments and 
co-investments through its investment management 
platform on behalf of institutions, family offices, 
charities and endowments and private individuals.
Gresham House plc 
Report and Accounts for the year ended 31 December 2016 1
Highlights Gresham House plc Report and Accounts 2016 
 
Highlights
An “exceptionally exciting time” for Gresham House
Platform Process
People
Post  
reporting 
period
50% increase in AUM
Assets under management in the year 
to 31 December 2016 increase 50% to 
£363 million (2015: £242 million)
Over 200% revenue growth
Revenue grew in the year to 31 December 
2016 to £4.3 million (2015: £1.4 million)
Operating loss reduced to  
£3.0 million (2105: £3.8 million)
Adjusted operating loss reduced 
to £1.6 million (2015: £3.1 million)
STRATEGIC EQUITY
LMS Capital appointed Gresham 
House Asset Management (“GHAM”) 
as investment manager with AUM of 
£68 million at 31 December 2016
Gresham House Strategic Public 
Equity LP (“SPE LP”) launched 
with committed AUM of £24 million  
at first close on 15 August 2016
Gresham House Strategic plc 
(“GHS”) has seen NAV grow by 6% to 
31 December 2016 from 14 August 2015
REAL ASSETS
Gresham House Forestry 
AUM grown by 20% to £247 million 
at 31 December 2016 (2015: £205 
Million)
Gresham House Forestry  
Fund LP launched with committed 
capital of £15 million at first close on  
31 October 2016
Investment in compliance and 
regulatory functions
Robust investment process 
and Investment Committee’s 
experience is a proven benefit for 
acquisitions and capital allocation 
decisions
Successful integration & rebrand 
of Gresham House Forestry completed 
in the year
LMS’s transition to GHAM 
as an external manager 
progressing to plan,
implementing cost savings and  
GHAM value-add
Continued investment in a 
strong and dedicated team 
appointing a Finance Director, 
Chief Operating Officer and General 
Counsel, plus the lead fund manager 
for Gresham House Forestry and 
experienced Investment Directors in 
the Strategic Equity division
Continued development in 2017 
with Berkshire Pension Fund 
becoming a 20% shareholder in the 
Company and the proposed launch 
of the British Strategic Investment 
Fund with Berkshire as a cornerstone 
investor Chairman’s Statement
A very productive year for Gresham House
Gresham House’s 
development as 
a specialist asset 
manager has 
continued in the year 
and I am pleased to 
advise shareholders 
that the Company 
continues to deliver 
well against our 
stated strategy.
Activity in the year
Activity in the year has highlighted 
the progress made by the 
management team, with assets 
under management growing 
50% through both organic and 
acquisition activity. Each of these 
elements of growth has been 
approached in a diligent manner 
to ensure that the investment 
management contracts acquired 
and funds launched are in line 
with the Company’s stated strategy 
to operate in alternative and 
illiquid asset classes, which aim 
to generate superior returns for 
clients and shareholders over the 
longer term.
Anthony Townsend
Chairman
2 Chairman’s Statement continued
3
Chairman’s Statement  Gresham House plc Report and Accounts 2016 
 
Results
The Group has reduced its adjusted 
operating loss to £1.6 million in the 
year from a £3.1 million loss last 
year, demonstrating great progress 
on the journey towards profitability. 
We continue to build the Group from 
a solid balance sheet and have the 
ability to approach opportunities from 
a strong position. 
This performance is notable against 
a background of difficult economic 
and political conditions during 2016, 
following Britain’s vote to leave the 
European Union in June and the US 
election results in November. The 
weakening of sterling and slow growth 
prospects for markets in general has 
impacted many companies. We are 
still operating in uncertain times, 
however the Board is keen to ensure 
that the business continues to be 
managed in a risk focussed manner. 
We are not materially exposed to 
foreign currency movements or 
interest rates and are using the 
current conditions to ensure that we 
continue to invest in the value driven 
areas of the market. 
The management team
We have experienced some changes 
at the Board level in the year and I 
would like to take this opportunity to 
thank Michael Phillips on behalf of 
shareholders and the Board for his 
efforts in building Gresham House 
and his important role in the early 
stages of the Company’s development. 
Mike stepped down from his role as 
Strategic Development Director at the 
end of the year to focus on his other 
business interests. 
Shareholders will recall that we 
announced on 19 April 2016 that 
Kevin Acton would be joining us as 
Finance Director. Kevin took up his 
position on 6 June 2016 and very 
much hit the ground running; he has 
been a very valuable addition to the 
team and it has been a great pleasure 
working with him since then.
The Gresham House team has 
grown in the year to match the 
management’s ambitions and 
provide a sound infrastructure to 
support the new funds launched 
and the investment management 
contracts acquired. The hard work 
and dedication of the whole team 
has driven the business to where it is 
today and I believe that we have the 
right people in place to continue to 
deliver against our strategic goals.
Shareholders
I am also pleased to welcome a 
number of new, long-term strategic 
shareholders to our share register in 
the year. Our supportive shareholder 
base has enabled the Company to use 
its balance sheet to develop to date 
and we are excited about the prospect 
of continuing to grow the business 
with this solid support behind us. 
The announcement on 21 February 
2017 and issuance of ordinary shares 
to the Royal County of Berkshire 
Pension Fund (“Berkshire”), highlight 
that Gresham House is building its 
name as an established specialist asset 
manager and becoming attractive to 
a wider audience of investors. We 
also look forward to working with 
Berkshire as the cornerstone investor 
in our new Gresham House British 
Strategic Investment Fund, in which 
we are already getting interest from 
local authority pension funds.
Annual General Meeting
Our Annual General Meeting this 
year is being held at 11.00am on 18 
May 2017 at Travers Smith, 10 Snow 
Hill, London, EC1A 2AL . Given 
how much has happened during the 
year and subsequently the Board 
would encourage shareholders to 
attend and hear directly from the 
management team on the progress 
to date. I therefore hope to see as 
many of you as possible there.
Outlook
Overall it has been a very productive 
year for the Company and we have 
the ambition to deliver further 
growth in 2017. We will continue to 
harness our existing relationships 
and grow the business in line with our 
stated strategy and I look forward to 
updating you with further progress 
later in the year. 
Anthony Townsend
Chairman
27 March 2017 
We continue to build the 
Group from a solid balance 
sheet and have the ability to 
approach opportunities from 
a strong position.  4
 
Another year of significant developments for the Group
Chief Executive’s Report
It has been a further year of 
significant development for the 
Group.  Having firmly established 
Gresham House as a specialist asset 
manager focused on alternative and 
illiquid assets we have made progress 
on our journey to scale the business. 
This was a key objective we set out 
at the beginning of last year. We 
continue to focus on addressing the 
demand for long-term alternative 
investment strategies and providing 
alternative asset management 
solutions to institutions, family 
offices, charities and endowments. 
We are delivering against our stated 
strategy of growing the business 
organically and through acquisitions 
that enhance the platform. The 
Gresham House brand is gaining 
increased recognition from investors 
and the market as a result.
Building on the solid foundations 
we have established for a long-term 
sustainable and successful group, the 
management team continues to focus 
on the three pillars of “Platform, 
Process and People”.
The Gresham House Platform
The demand for illiquid assets 
is increasing and so too are the 
opportunities for Gresham House.  
We have formed a scalable platform to 
offer a range of alternative investment 
products through our two specialist 
divisions: Strategic Equity covering 
public and private equity and Real 
Assets. This has resulted in significant 
growth of 50% in Assets Under 
Management (“AUM”) to £363 million 
in the year to 31 December 2016 
(2015: £242 million).
Growing AUM and thereby 
sustainable management fees 
including associated performance 
fees or carried interest is critical to 
the Group’s success. The growth in 
AUM during in the year has increased 
revenues by over 200% to £4.3 
million (2015: £1.4 million). The 
annualised management fees for the 
funds being managed at the end of 
December 2016 is £3.9 million from 
zero at the beginning of our journey 
in December 2014.
The Strategic Equity division has 
continued to develop and the team 
now manages three funds. Gresham 
House Asset Management Limited 
(“GHAM”) was awarded the mandate 
in August 2015 to manage Gresham 
House Strategic plc (“GHS”), the 
AIM quoted company investing and 
actively engaging with management 
teams of undervalued smaller UK 
public companies. Subsequent to 
this, in August 2016 we launched 
the Gresham House Strategic Public 
Equity Fund LP (“SPE LP”) with 
£24 million committed capital and 
co-investment. Following shareholder 
Anthony Dalwood
Chief Executive Officer
The performance in AUM 
growth in the year has 
driven revenues up by 
over 200% to £4.3 million 
(2015: £1.4 million). 
Assets Under Management, £m 
50% growth in the year to 31 December 2016
400
300
200
100
0
Real Assets
Strategic Equity
31 Dec 2016 30 Jun 2016 31 Dec 2015 Chief Executive’s Report continued
approval, GHAM was also appointed 
as investment manager to LMS 
Capital plc (“LMS”) in August 2016, 
the London Stock Exchange listed 
private equity company with a Net 
Asset Value (“NAV”) of £68 million at 
31 December 2016.
The Real Assets division, currently 
comprising Gresham House Forestry 
Limited (formerly Aitchesse Limited), 
the specialist asset manager of UK 
commercial forestry, accounted for 
AUM of £247 million at the end of 
the year (2015: £205 million). The 
first close of the Gresham House 
Forestry Fund LP (“GHF LP”) was 
in October 2016 and the subsequent 
purchase of a portfolio of six forests 
in West Scotland added £15 million 
to AUM in the year. We have also 
seen promising growth in the value of 
forests managed by Gresham House, 
making up the remaining £232 
million of AUM.
The importance of technology in 
the daily lives of individuals is 
increasingly significant within asset 
management. Gresham House 
has identified an opportunity to 
materially enhance the client service 
proposition and create value through 
utilising digital platforms. We are 
therefore pleased to have recently 
added a new strategic objective to 
our development plan based around 
a new addition to our team, Andy 
Hampshire, who has joined us 
as Chief Technology Officer from 
Lloyds Development Capital. Andy 
has been tasked with creating value 
through developing a client platform 
to provide a high quality service 
for investors that facilitates co-
investment opportunities. 
5
Chief Executive’s Report Gresham House plc Report and Accounts 2016 
 
The Gresham House Process
To continue to build a successful 
business and meet client expectations, 
we have robust processes in place that 
require us to maintain exceptionally 
high standards in delivering sustainable 
value creation over the long term.  Our 
view is that the investment discipline 
needed to manage funds is also 
required to manage the Group and 
as significant shareholders ourselves, 
the management team is focused on 
value creation for all shareholders 
over the long-term. The Investment 
Committee adds to this discipline 
and provides external challenge and 
an independent industry expert view 
to ensure that potential acquisitions 
or capital allocation considered by 
the management team exceed Group 
hurdles.
We have drawn on the Investment 
Committee’s experience in the year and 
are benefitting from the acquisitions 
that we have made to date. All of these 
are meeting or performing ahead of the 
Group’s investment return requirement 
to deliver long-term return on capital 
of 15%.
Process is also essential to integrating 
new businesses into the Gresham 
House family. The integration and 
rebrand of Gresham House Forestry 
was completed in the year, with the 
forestry team now fully embedded in 
the Group. The transition for LMS from 
self-managed to an externally managed 
company is progressing well and we 
continue to work closely with the 
board of LMS and increase our direct 
interaction and engagement with LMS’ 
portfolio companies. This has included 
members of the GHAM team joining 
investee company boards. 
 
The Gresham House People
Gresham House is a people business 
and behind the platform and process 
we have built a strong and dedicated 
team supporting a culture built 
on long-term shareholder value, 
alignment and teamwork.
As mentioned in our Interim Results 
announcement on 28 September 
2016, over the year, we made 
several key hires within the senior 
management team, a number of 
whom have previously worked with 
existing members of the Gresham 
House team.
Kevin Acton joined as Finance 
Director and John-Paul Preston as 
Chief Operating Officer in 2016, both 
adding to the strength of the senior 
management team. 
The specialist investment teams 
have also been enhanced with 
the addition of several significant 
appointments. Richard Davidson 
joined as the Chairman of the 
Investment Committee of the forestry 
business and Pardip Khroud was 
appointed as an Investment Director 
in the Strategic Equity division. 
Nick Friedlos and Tony Sweet have 
also joined as Investment Directors, 
following the appointment of GHAM 
as investment manager to LMS. 
As set out above, Andy Hampshire 
also joined us as our Chief 
Technology Officer in February 2017.
I would like to thank Mike Phillips 
for his contribution to establishing 
the initial foundations of Gresham 
House. Mike stepped down from 
his role as Strategic Development 
Director at the end of the year.  6
 
Chief Executive’s Report continued
Outlook
The increasing allocation to 
alternative investments by pension 
funds highlights the growing 
demand in this area. The chart below 
illustrates the growth trend and the 
opportunity available.
Gresham House is well positioned to 
offer a range of specialist products 
to address the increasing demand in 
the alternative market.
The Company has developed 
significantly under the new 
management team in a relatively 
short two year period and momentum 
is driving us into the coming year.  
Long-term shareholder value creation 
continues to be at the forefront of the 
Board’s strategic focus.
Growth in AUM to generate 
sustainable profit growth remains a 
priority and we are pleased with the 
developments to date, as shown by 
the 50% AUM growth in 2016, which 
gives us greater visibility on near-
term profitability.
We continue to work on a number 
of initiatives for both organic and 
acquisition growth. The recently 
announced Gresham House British 
Strategic Investment Fund, with 
the Royal County of Berkshire 
Pension Fund (“Berkshire”) acting 
as a cornerstone investor, is a good 
example of the Group’s ambition 
to innovate and grow. This new 
platform for the Group aims to 
provide solutions to pension 
schemes and endowments who want 
to access smaller niche alternative 
investments with longer term 
investment horizons in a more 
engaged and cost efficient manner.
The ambition of the Group has also 
been recognised externally with a 
number of new strategic long-term 
investors becoming shareholders, 
including LMS in the year and 
recently Berkshire in March 2017. 
This helps to create a supportive 
and long-term investor base from 
which to grow the business. We 
are also pleased that the Gresham 
House Forestry acquisition is 
achieving the Group’s intended long 
term hurdles of 15%.
We aim to close both the SPE LP and 
GHF LP funds in the second half of 
2017 alongside managing both GHS 
and LMS portfolios to achieve their 
target returns for their respective 
shareholders.
UBS Pension Fund Indicators 2016 
16
14
12
10
8
6
4
2
0
Percentage Allocation to Alternatives, %
1990
0
2010 2020
Projection
15
2015
9
8
2005
2
2000
1
Gresham House is well 
positioned to offer a range of 
specialist products to address 
the increasing demands in the 
alternative market. Chief Executive’s Report continued
There is also a renewed focus on 
realising value from the legacy 
portfolio, with both the Southern 
Gateway site and the remaining 
land at Newton-le-Willows entering 
marketing processes. 
As we have grown the team 
alongside AUM we have also 
reviewed our London office needs. 
In February 2017, the London 
office moved to flexible office 
space at Octagon Point near St 
Paul’s in London, with sufficient 
space to foreseeably accommodate 
the team for the next 18 month’s 
development. 
2017 strategic initiatives aim to 
achieve operating profitability in the 
near-term with a focus on achieving 
attractive operating margins in the 
medium-term. We have a strong 
balance sheet with longer term asset 
management contracts, and we are 
growing additional value through 
balance sheet carried interests in 
the asset management products we 
manage.
We have a busy year ahead of us and 
I am confident that we have the right 
team in place to achieve our goals 
including growing the brand and 
client satisfaction. These initiatives 
alongside an aligned, and capable 
management team are supporting 
the execution of the growth vision, 
with the near-term aim of achieving 
profitability.
Anthony Dalwood 
Chief Executive Officer 
27 March 2017 
7
Chief Executive’s Report Gresham House plc Report and Accounts 2016 
  8
 
Financial performance for the year ended 31 December 2016 
2016
£’000
2015
£’000
Income 4,264 1,358
Property outgoings (290) (339)
Administration overheads (excluding amortisation and depreciation) (5,459) (2,700)
Finance costs (442) (144)
Gains/(losses) on investments/property and associates 342 (1,229)
Adjusted operating loss (1,585) (3,054)
Amortisation and depreciation (1,433) (4)
Movement in fair value of deferred receivable/contingent (51) -
Exceptional items - (773)
Net operating loss after exceptional items (3,069) (3,831)
The Group’s operating loss after exceptional items has decreased to £3,069k from £3,831k in the prior year. To measure 
the Group’s performance, we focus on the trading profits, which is defined as the adjusted operating loss. The adjusted 
operating loss for the year to 31 December 2016 has reduced to £1,585k from £3,054k a year earlier. This non-GAAP 
measure reflects the Group’s improved trading performance before the deduction of amortisation, depreciation, the fair 
value movement in contingent consideration and deferred receivable and exceptional items in the year. There has been a 
substantial improvement in income generated, primarily driven by AUM growth throughout the year. The cost base has 
also increased as the business has scaled and the right infrastructure and team are put in place. It should be noted that the 
balance sheet improvement in the period, from the gains on investments/property, are primarily driven by the share of 
profits recognised by the Group from its holding in GHS at £628k. 
The net operating loss after exceptional items of £3,069k (2015: £3,831k) includes the deduction of amortisation and 
depreciation of £1,433k (2015: £4k), the increase in the fair value of the contingent consideration for Gresham House 
Forestry of £253k (2015: nil), the fair value movement in deferred receivable from Persimmon on the sale of Newton-le-
Willows of £202k (2015: nil) and no exception items (2015: £773k).
Financial Review
for the year ended 31 December 2016  9
Financial Review Gresham House plc Report and Accounts 2016 
 
Financial Review continued
Income
2016
£’000
2015
£’000
Asset management income 3,202 333
Rental income 741 746
Dividend and investment income 249 228
Other income 72 51
Total income 4,264 1,358
Asset management income
In line with the growth in AUM outlined in the Chief Executive’s Report there has been a substantial increase in asset 
management fee income to £3,202k in the year to 31 December 2016 (2015: £333k). This was the result of new funds being 
launched and investment management contracts acquired as part of Gresham House’s development as a specialist asset 
manager. The annualised asset management fee income for funds managed as at 31 December 2016 is £3.9 million.
The Real Assets division delivered income from the forestry business of £2,120k in the year (2015: £206k related to six 
weeks’ income). This is the first full year of the forestry business being part of the Group and also recognises the launch of 
GHF LP in October 2016, which generated management fee and transaction fee income of £249k. 
Strategic Equity earned fees from all three of the funds managed by the division, totalling £1,082k in the year (2015: £127k). 
The Group earned management fee income of £542k from its contract with GHS, reflecting NAV growth and a full year of 
management services (2015: £127k). SPE LP, the sister fund to GHS, had its first close on 15 August 2016 and subsequently 
the Group earned £61k of management fees in the later part of 2016. The LMS management contract was awarded on 16 
August 2016 and delivered management and transition fee income in the year of £479k.
Rental income
The legacy property portfolio includes the Southern Gateway site and the remaining land at Newton-le-Willows, which 
generated £741k in the year (2015: £747k). Southern Gateway rental income was £724k (2015: £738k), representing 
improvements in rent from a number of tenants being offset by a vacant period of six months. The vacant area of the site 
has since been let at a premium to its original rent.
Dividend and investment income
Dividend and investment income of £249k (2015: £228k) mainly represents interest earned on the Attila loan of £238k, 
which was earned and paid in the period (2015: £95k). 
Property outgoings
The cost of managing the legacy property portfolio has reduced to £290k in 2016 (2015: £339k) as we rationalised the 
use of external consultants on the site and focused on readying the site for sale. 10
 
Financial Review continued
Administrative overheads
Administrative overheads excluding amortisation, depreciation and the fair value movement in contingent consideration 
payable and deferred receivable have grown to £5,459k in the year (2015: £2,700k). The development and transformation 
of Gresham House to a specialist asset manager has required investment in people and infrastructure to grow AUM. The 
increase of £2,759k is primarily driven by the growth of the business and costs relating to people, office and also recognising 
the first full year of the forestry business.
The Gresham House team has grown from 23 to 26 at the end of 2016 as we put in place the right support and investment 
team to deliver the ambitious growth plan. The Gresham House Forestry team has remained consistent with a team of 
eleven people throughout the year and the growth in headcount has therefore been in the Group and Strategic Equity 
teams, with key hires including the Finance Director, Chief Operating Officer and Investment Directors. People costs 
have consequently increased by £1,925k from £1,760k to £3,685k at the end of 2016. It should be noted that a cost 
reduction exercise has been identified including synergies, and is in the process of being implemented. 
Office costs have also increased as the business has scaled. Early in 2016 the London office moved to flexible office space 
at Cheapside in London as an interim step to accommodate the increase in headcount and activity, which contributed to 
office costs of £307k (2015: £131k). 
This is the first full year of owning Gresham House Forestry Limited and the administrative overheads from the business 
of £441k are now included in the Group income statement (2015: £32k).
Finance costs
In April 2016, the group refinanced the existing Co-operative bank facility of £2.85 million with a new Kleinwort Benson 
Bank facility of £7.0 million. The finance costs associated with both of these loans over the year was £442k (2015: £144k). 
Further details of the Kleinwort Benson Bank facility are included in the borrowings section of this Financial Review. Financial Review continued
11
Financial Review Gresham House plc Report and Accounts 2016 
 
Gains/(losses) on investments
2016
£’000
2015
£’000
Share of associates’ profits 628 -
Gains/(losses) on investments held at fair value (147) (485)
Fair value movement on investment properties (242) (586)
Profit/(loss) on disposal of investment properties 103 (158)
Total gains/(losses) on investments 342 (1,229)
The gains/(losses) on investments table above represents the investment that the Group has made in the funds that it 
manages as well as the legacy investments in property and securities. 
The share of associates’ profits relates to the 19.2% holding that the Group has in GHS. The last results announcement 
from GHS was on 25 November 2016 for the six month period to 30 September 2016. Under associate accounting, the 
Group has therefore recognised its share of the profits in the period of £628k.
The fair value movement on investments reflects the Group’s co-investment with SPE LP in IMI Mobile, which reduced in 
value by £113k in the period to 31 December 2016.
The capital expenditure at Southern Gateway has been offset by slower general market conditions and therefore although 
the valuation increased by £100k a value decrease of £242k was noted in the year (2015: £586k decrease).
The Group did however receive an overage payment of £103k in the year relating to the sale of the Vincent Lane site in 
2013 as a result of housing sales in excess of the sale and purchase agreement.
Amortisation and depreciation
The acquisition of Aitchesse Limited (now Gresham House Forestry Limited) in November 2015 and the LMS investment 
management contract in August 2016 requires the recognition of goodwill and other intangible assets. In line with the 
Group’s accounting policies, the intangible assets are amortised over their useful lives. This is the first full year over 
which the intangible assets are being amortised, with £1,364k being recognised as amortisation.
Depreciation of £69k in the year (2015: £4k) has a lesser impact on the Group’s income statement and relates primarily 
to motor vehicles used by the forestry business.
Fair value movement in deferred receivable and contingent consideration
Persimmon purchased the Newton-le-Willows site in September 2015 and agreed a schedule of payments to the Group 
with annual instalments up until 22 March 2019. The deferred receivable is initially recognised at fair value and the £202k 
movement in the fair value in the year represents the reduction in time to payment, in line with International Financial 
Reporting Standards.  Further details of the repayment profile are included in note 14 to the financial statements. 
The fair value movement in the contingent consideration payable to the sellers of Aitchesse has increased by £253k in the 
year as there is less impact from the discount applied over time. Further details are in the following section. 
Exceptional items
There were no exceptional items in the year compared to £773k in 2015. The 2015 exceptional items related to the  
re-admission to AIM and the acquisition of Aitchesse.  12
 
Financial Review continued
Financial position
2016
£’000
2015
£’000
Assets
Investments* 8,873  7,470 
Property 10,000  9,900 
Deferred receivable – Persimmon 5,180  5,916 
Cash 2,802 4,390 
Tangible/realisable assets 26,855 27,676
Intangible assets 6,630 6,588 
Other assets 2,037  1,559 
Total assets 35,522 35,823 
Liabilities
Borrowing 5,896  2,850 
Contingent consideration 3,237  2,726 
Other creditors 2,256  4,421 
11,389 9,997 
Net assets 24,133  25,826 
*IFRS requires the consolidation of the Gresham House Forestry Friends and Family Fund LP. This has been adjusted here for the £491k non-controlling 
interest to show the Group’s position on an investment basis. 
Tangible/realisable assets
The above highlights the strong balance sheet position that the Group has at the end of 2016. The tangible/realisable 
assets supporting this total £26.9 million (2015: £27.7 million), comprising investments, property, accrued income 
receivable from Persimmon on the sale of the Newton-le-Willows site and cash.
Investments
Investments include the value of the Group’s holding at the end of the year in GHF LP of £1.2 million, co-investment in 
SPE LP of £468k and the Group’s associate holding in GHS of £6.5 million (2015: £5.9 million). The remaining balance 
of £675k related to the legacy portfolio at the end of 2016. Good progress has been made in the year with realisations of 
£918k to 31 December 2016 from an opening value at the beginning of the year of £1,568k.
Property
The value of the property portfolio of Southern Gateway, £7.75 million (2015: £7.65 million) and the remaining land at 
Newton-le-Willows, £2.25 million (2015: £2.25 million) have both been valued independently at the end of the year. Both 
are now in active sales processes and we envisage selling these properties in the coming year. 
Deferred receivable – Persimmon
The Persimmon deferred receivable relates to the instalments that are due from Persimmon annually up to 22 March 
2019. In the year £0.9 million was paid early by Persimmon as a result of selling houses quicker than expected. The next 
instalment due on 22 March 2017 has therefore been reduced by this amount, and a further £0.1 million received early 
in January 2017, to £1.0 million. The deferred receivable has been fair valued as this was designated at fair value through 
profit or loss at inception. Financial Review continued
13
Financial Review Gresham House plc Report and Accounts 2016 
 
Intangible assets
Intangible assets of £6.6 million (2015: £6.6 million) relate to the Aitchesse Limited (now Gresham House Forestry 
Limited) acquisition and the LMS management contract award. The intangible assets recognised at the end of the year 
for Aitchesse of goodwill, management contracts and customer relationships totalled £5.5 million. The performance of 
the business has supported the goodwill recognised and the management contract and customer relationships have been 
amortised in line with their expected useful lives. 
The LMS contract has been recognised at a fair value of £1.4 million at acquisition, including acquisition costs, in August 
2016 and amortised over three years, reducing to £1.2 million as at 31 December 2016.
Borrowing
In April 2016 the Group refinanced the loan that was in place with the Co-operative Bank (£2.85 million), which was secured 
on the property portfolio. A new facility with Kleinwort Benson Bank Limited was agreed to lend the Group £7.0 million with 
security over the Group’s property portfolio as well as deferred receivable due from Persimmon. The facility is repayable over 
three years, matching the deferred receivable settlement by Persimmon. Interest is charged at LIBOR plus 4.5%.
Contingent consideration
The contingent consideration payable to the original owners of Aitchesse requires EBITDA generation by the 
Aitchesse business of between £1.7 million and £3.5 million in the period from 1 July 2015 to 28 February 2018. The 
current assessment is that the maximum EBITDA is expected to be achieved, with the Group incurring a full deferred 
consideration, which after discounting indicates a fair value of £3.0 million (2015: £2.7 million).
The remaining £258k relates to the fair value of the second tranche payment due to LMS for the management contract in 
August 2018.
Kevin Acton
Finance Director
27 March 2017  Strategic Report
14
Strategic objective
Gresham House is a specialist asset 
manager focussed on alternative and illiquid 
asset classes, aiming to generate superior 
returns for clients and shareholders over the 
longer term. Shareholder value creation will 
be driven by long-term growth in earnings 
as a result of increasing AUM and returns 
from invested capital. 
Gresham House currently 
manages investments and 
co-investments through its 
investment management platform 
on behalf of institutions, family 
offices, charities and endowments 
and private individuals.
Gresham House’s strategy is 
to grow AUM organically and 
through appropriate acquisitions, 
using its balance sheet to acquire 
businesses, attract talent, seed 
new funds and create new 
divisions with the aim of creating 
a sustainable and profitable 
business together with carried 
interest and performance fees.
This report has been prepared by  
the Directors in accordance with 
the requirements under section  
414 of the Companies Act 2006.  
The purpose of this report is to 
inform shareholders about how 
the Group fared during the year 
ended 31 December 2016. 
Short forms and abbreviations are 
defined above in the Chairman’s 
and Chief Executive’s Reports. Strategic Report continued
15
Strategic Report Gresham House plc Report and Accounts 2016 
 
Alternative investment strategies, illiquid assets, long-term horizons
Gresham House Foresty
STRATEGIC EQUITY REAL ASSETS
NEW STRATEGIES
Quoted Investment 
Company
Strategic public equity
Culture and philosophy of alignment through investment alongside clients
Business model
The diagram below illustrates our business model:
Private equity
Listed Investment 
Company
Segregated/managed 
accounts
Gresham House
Forestry
Guernsey Limited 
Partnership
Gresham House
SPE Fund LP
Acquiring business, 
talent and expertise
Grow existing vehicles
Launching new strategies
Quoted FCA authorised 
specialist manager
Scalable platform
Experienced team  
with strong investment 
track record
Alignment -  
Management own 5%
Developing best-in-
class client technology 
platform 16
 
Strategic Report continued
Specialist asset 
management vehicle
Gresham House, with its FCA 
regulated subsidiary Gresham House 
Asset Management Limited, provides 
investors with the opportunity to 
access a London Stock Exchange 
listed vehicle and so benefit from the 
sustainable management fees earned 
from its specialist asset management 
business. An experienced team 
with strong track records in their 
respective specialist sectors lead the 
business.
Alignment
Alignment with shareholders is 
critical to delivering value. The 
management team and close 
advisors ensure alignment by 
directly owning 5% of the business 
and the wider team is motivated to 
grow the value of Gresham House 
plc through long-term incentive 
schemes. It is also important for 
Gresham House to be aligned with 
the investors in the funds that it 
manages and therefore the Group 
typically holds a stake in these funds. 
This approach when combined with 
the talent at Gresham House and 
the development of a best-in-class 
client technology platform will allow 
Gresham House to deliver value to 
its shareholders and clients alike.
Developing asset classes
The Strategic Equity and Real 
Assets divisions currently house a 
number of funds that have either 
been launched organically or been 
acquired through existing businesses 
and management contracts. The 
Group will continue to develop the 
business by growing AUM through 
the purchase of existing companies, 
the raising of new funds and from 
sustainable management fee income 
from the two current divisions and 
any subsequent divisions that are yet 
to be established. 
Key performance indicators
The key indicators of performance 
relevant for the Group are the 
trading profits of the investment 
management business, measured 
through the adjusted operating profit 
metric and AUM. 
In the year to 31 December 2016 
the adjusted operating loss had 
reduced to £1,585k (2015: £3,054k) 
and included net gains totalling 
£342k from associates, losses from 
investments and property (2015: 
£1,229k losses).
AUM grew to £363 million by the 
end of the year (2015: £242 million), 
further detail is included in the 
business review below.
Alignment with  
shareholders is critical 
to delivering value. Strategic Report continued
17
Strategic Report Gresham House plc Report and Accounts 2016 
 
Business review
Division
AUM
31 Dec 2016
£ million
AUM
30 Jun 2016
£ million
AUM
31 Dec 2015
£ million
Strategic Equity 116 37 37
Real Assets 247 224 205
Total AUM 363 261 242
Assets under management
The AUM of the Group has grown by 
over 50% in the year to £363 million 
at 31 December 2016 (2015: £242 
million). The above table provides 
detail of AUM by division.
Growth in AUM has been both 
organic, through the raising of SPE 
LP (£24 million committed and 
co-investment) and GHF LP (£15 
million), as well as acquisition, with 
the award of the LMS investment 
management contract (£68 million). 
Real Assets – “Uncorrelated 
with traditional asset classes”
The Group’s Real Assets division 
was established with the acquisition 
of Aitchesse Limited (now Gresham 
House Forestry Limited) in 
November 2015. The Real Assets 
division targets asset classes that are 
uncorrelated with traditional debt 
and equity classes and forestry is a 
great example of this. Forestry is a 
physical asset that generates income, 
provides inflation protection and 
is unaffected by the performance 
of financial markets, since trees 
continue to grow irrespective of the 
economic environment.
Gresham House Forestry is a 
specialist asset manager that 
manages over 30,000 hectares of 
UK commercial forestry on behalf of 
endowments, family offices, limited 
partnerships and high-net worth 
investors. The forestry business 
has completed its first full year of 
results since the acquisition and is 
now integrated with the Gresham 
House business. The figures below 
demonstrate that it has experienced 
good growth in the year to 31 
December 2016.
The forestry business’ 20% growth 
in AUM in the year to £247 million 
(2015: £205 million) was driven 
by the increase in value of the 
existing forests managed by the 
team, combined with new forest 
acquisitions and the launch of the 
Gresham House Forestry Fund LP 
(“GHF LP”) on 31 October 2016. 
GHF LP targets net returns of 10% 
per annum, with expected annual 
distribution of 2% to 4% from timber 
sales. GHF LP had its first close with 
£15 million of commitments and 
finance raised, which included £1.25 
million from Gresham House. GHF 
LP has subsequently invested in six 
forests at a price of £12.3 million as 
at 31 December 2016 and is targeting 
a final close in the second half of 
2017 at a size of £50 million.
Market conditions for Forestry 
continue to be favorable with 
GBP remaining weak and timber 
prices high. The UK timber harvest 
accounts for only 25% of the 60 
million tonnes of timber used each 
year in the UK. Imports are therefore 
a key part of the timber industry 
in the UK. A large portion of these 
imports come from Scandinavia and 
a weak GBP against the Swedish 
Krone makes imported timber more 
expensive, benefiting the UK forestry 
market. The UK government has 
also renewed its commitment to 
housebuilding and with the timber 
content of new houses continuing to 
rise, this is further positive news for 
UK forestry. 
While timber prices are back to their 
2014 highs, fuel prices are not. This 
dynamic has had a positive impact 
on UK forestry returns since the 
costs of harvesting and haulage are 
considerable and are significantly 
affected by the price of fuel. 18
 
Strategic Report continued
Strategic Equity – “Bridging public and private markets”
The Strategic Equity division focuses 
on inefficient areas of public and 
private markets to capture value over 
the long-term. This division covers 
both public market and private equity 
investment opportunities. 
Gresham House applies its Strategic 
Equity approach to small public and 
private companies in the UK that are 
typically below £100m in size, generate 
healthy cash flows and produce good 
return on capital, but have been 
overlooked by the market, so-called 
“value stocks”. 
Given the current economic backdrop and 
political uncertainty we believe the UK 
market is expensive relative to historic 
ranges, as shown by the chart below which 
shows the valuation of companies within 
the FTSE All-Share Index, as a multiple of 
prospective earnings, are trading close to 
10 year highs. 
It is also clear that much of the uplift 
in company valuations in the UK over 
the last 12 months has been down to 
market re-rating, and then dividend 
pay-out rather than supported by 
earnings growth. 
Business review - continued
12 month valuations  
by forward P/E by country
12M 
10 year max
10 year min
Latest
25
20
15
10
5
18.2
15.1 14.8
14.5
14.4 14.0
US France Japan Germany Italy UK
Source: Panmure Gordon 15 March 2017 – Economics report 
Source: Panmure Gordon 15 March 2017 – Economics report 
Return drivers  
UK (FTSE All Share), %
EBITDA Dividends
Rerating Total return
40
30
20
10
0
-10
-20
2011/12
4%
2012/13
14%
2013/14
6%
2014/15
7%
2015/16
-5%
2016/17
22%
Gresham House applies its 
Strategic Equity approach 
to UK and European small 
public and private 
companies that are typically 
below £100m in size, 
generate healthy cash flows 
and produce good return 
on capital, but have been 
overlooked by the market, 
so-called “value stocks”.  Strategic Report continued
The chart showing the reduction 
in dividend cover also supports 
this with increasing pressure to 
return capital providing investors 
with a yield in a low yield market 
environment. 
Gresham House Asset Management 
flagged this concern at the beginning 
of 2016 in its H1 2016 Investment 
Perspectives publication titled 
“Alpha generation from investing 
in value companies” and the chart 
below shows that although value 
stocks remain overlooked we are 
beginning to see a rotation away 
from growth and momentum stocks 
that are highly priced and into value.  
Earlier this year GHAM published 
its H1 2017 perspectives flagging the 
attractions of smaller companies that 
tend to be valued significantly below 
their larger peers, reiterating that 
within that opportunity set, those 
stocks with value characteristics 
offer scope to generate superior 
returns over the long-term.
Investment in smaller, value stocks 
requires a considerably higher level of 
engagement with investee company 
stakeholders. First, in order to 
identify market pricing inefficiencies, 
and catalysts for value creation, and 
then to support a clear strategic plan 
to create equity value over the long 
term (3-5 years) thereby targeting 
above market returns. 
The Strategic Equity division 
provides access to this investment 
strategy through three vehicles, 
Gresham House Strategic plc 
(“GHS”) and Gresham House 
Strategic Public Equity LP (“SPE 
LP”), both of which primarily target 
public markets, and LMS Capital plc 
(“LMS”), which targets direct private 
equity in the UK. 
 
14
12
10
8
6
4
2
0
FTSE All-Share Index 
average EV/EBITDA 
multiple (x)
Source: Bloomberg 15 March 2017, Median  
EV/EBITDA (Trading 12 months)
Mkt. Cap. 
< £250m
8.8 
Mkt. Cap. 
> £250m
12.0 
60
40
-40
20
-20
0
10 year rolling relative performance of MSCI World Value  
vs Growth
Source: Morgan Stanley 
1987 1992 1997 2002 2007 2012
Early signs of rotation 
into value stocks
2017
Business review - continued
FTSE All-Share Index - 
dividend cover
2.75
2.5
2.25
2
1.75
1.5
2000 2004 2008 2012 2016
1.73
Source: Panmure Gordon 15 March 2017 – 
Economics report
Leading dividend cover
19
Strategic Report Gresham House plc Report and Accounts 2016 
  20
 
Strategic Report continued
Gresham House Strategic plc
GHS was the first investment 
mandate awarded to GHAM in 
August 2015 and the Group holds 
a 19.2% interest in GHS creating 
alignment between the two. 
The existing GHS portfolio 
managed by GHAM continues to 
perform well with low volatility in 
difficult macro-economic and geo-
political conditions. NAV growth 
to 31 December 2016 was 6% since 
GHAM’s appointment on 14 August 
2015. A resilient performance 
relative to the FTSE Small-Cap 
Index (excluding investment 
trusts), which also grew by 7% over 
the same period.  Through buying 
GHS shares which currently trade 
at a 25% discount to the NAV per 
share, investors gain exposure to 
a portfolio of eight companies that 
are attractively valued at c.6x EV/
EBITDA (stripping out cash from 
the portfolio) and growing earnings 
in excess of 30%*.
Gresham House Strategic 
Public Equity LP
SPE LP held its first close on 15 
August 2016 with commitments  
and co-investment agreements of 
£24 million and is targeting a final 
close in the second half of 2017. SPE 
LP is a sister fund to GHS and will 
invest and divest alongside, utilising 
the same investment committee and 
investment team. Gresham House 
has entered into a co-investment 
agreement with SPE LP and has 
committed to an amount of  
£1.5 million.
LMS Capital plc
GHAM was appointed as the 
investment manager of LMS in 
August 2016. Over the past seven 
months there has been significant 
progress in the transition to 
external management and the 
generation of targeted annualised 
cost savings for LMS. Through this 
period, members of the investment 
team have actively engaged with 
underlying portfolio companies. 
LMS is listed on the main market of 
the London Stock Exchange. It has a 
private equity portfolio that includes 
small to medium sized private and 
public companies in the consumer, 
energy and business services sectors, 
with investments held both directly 
and indirectly through third party 
investment funds. LMS had been 
undergoing a realisation programme 
ahead of GHAM’s appointment in 
August 2016 and the adoption of 
a new investment policy focused 
predominantly on private equity 
investment. As the manager, GHAM 
will aim to achieve shareholder 
objectives through a staged approach:
1
Transition to external 
management, implementing cost 
savings and new investment process 
with newly formed investment 
committee. The appraisal of existing 
investments to optimise value, 
including appropriate realisations.
2
Return of capital from 
realisations alongside 
supporting longer term investments 
with potential for value creation.
3
Implement new investment 
strategy and seek to scale the 
company
The mandate to manage LMS 
involves maximising long-term 
value. This includes appropriate 
realisations of the existing portfolio 
and returning a further £11 
million to shareholders alongside 
reinvestment in direct private equity 
investments in the UK in the longer 
term and focusing on options to 
scale LMS thereafter.
Gresham House paid a first tranche 
consideration of £1 million in 
Gresham House plc ordinary shares 
for the management contract in 
August 2016, with a second tranche 
amount of up to £1.25 million 
being payable in two years’ time. 
The second tranche is payable 
on a sliding scale from zero to 
£1.25 million when the NAV in 
two years’ time is between £67.5 
million and £85 million. The 
investment management contract 
is for a minimum term of three 
years. Management fees of 1.5% per 
annum are earned on the average 
annual NAV of LMS of up to £100 
million, 1.25% where NAV is greater 
than £100 million but lower than 
£150 million and 1.0% where 
NAV is greater than £150 million. 
Performance fees of 15% will be 
payable where new investments have 
had cumulative compound growth 
in excess of 8% per annum, with 
the first measurement being the 
period to 31 December 2017. No new 
investments have been made in the 
period to 31 December 2016. 
Business review - continued
*Using the latest corporate broker forecasts for the underlying portfolio companies and stripping out the cash position in the company.   
Gresham House EV is based on the market capitalisation and cash position as at 20 March 2017, the latest data available.  Strategic Report continued
21
Strategic Report Gresham House plc Report and Accounts 2016 
 
LMS announced its annual results for 
the year to 31 December 2016 on 14 
March 2017 and the positive foreign 
currency impact of the US dollar from 
LMS’ US portfolio has been offset by 
weak trading performance in some of 
LMS’ portfolio companies. As such, 
the year-end NAV was reduced to 
£68 million.
GHAM has engaged with portfolio 
companies and is working with 
the management teams to identify 
catalysts for growth, to drive 
long-term value creation and to 
reverse the disappointing portfolio 
performance in 2016. As stated 
above, the company has committed 
to return up to £11 million to LMS 
shareholders from realisations of 
the existing portfolio and is focused 
on progressing and initiating sale 
processes for certain holdings.  
Alongside any return to shareholders 
we will look to reinvest in direct 
private equity opportunities at the 
smaller end of the market, leveraging 
the expertise and experience of 
our investment team and new 
investment committee.
Legacy portfolio
The orderly disposal of the legacy 
portfolio has been ongoing in the 
year to 31 December 2016. The 
majority of the legacy portfolio 
relates to property, namely the 
Southern Gateway site and the 
remaining land at Newton-le-
Willows, with a combined gross 
value of £10 million as at 31 
December 2016 (2015: £9.9 million).
Southern Gateway
The Southern Gateway site is 
approximately 370,000 square feet 
of mixed commercial and warehouse 
property in Speke, Liverpool and is 
now in an active marketing process. 
During the year a number of 
initiatives have been implemented to 
improve the value of the site in 
preparation for sale. The current 
gross valuation of £7.75 million 
(2015: £7.65 million) has been 
assessed by an independent valuer 
and factors in the improvement 
initiatives as well as the general 
market conditions, which have been 
felt in the property market since the 
Brexit vote in the summer. We have 
entered a process to realise value in 
the short-term.
Newton-le-Willows
The majority of the Newton-le-
Willows site was sold to Persimmon 
Homes in September 2015 for 
housing development. We have 
since been working on preparing 
the remaining land at Newton-le-
Willows for sale and have recently 
applied for planning permission to 
build 82 homes. The valuation as 
at 31 December 2016 for the land is 
£2.25 million (2015: £2.25 million) 
as assessed by an independent 
valuer. The land is now in an active 
sales process and we are also aiming 
to realise value in the short-term.
Remaining securities
We have made good progress in 
disposing of the legacy security 
portfolio, realising £918k in the year. 
We continue to seek value as we 
dispose of these assets and focus on 
the current business as a specialist 
asset manager. 
Business review - continued Risk Management
22
There are a number of risks and  
uncertainties that the Group face.  
The Board has established a structured 
approach to identify, assess and manage 
these risks and further details are included 
in the internal controls section of the 
Corporate Governance section.
The following list highlights the principal 
risks:
Principal risks,  
risk management 
and regulatory  
environment Risk Management continued
23
Risk Management Gresham House plc Report and Accounts 2016 
 
Risks relating to the 
strategy of the Group
Failure to attract  
investment funds
The directors’ strategy envisages 
the development of an asset 
management business. Such 
businesses are operationally geared 
and success depends on attracting 
adequate investment funds to 
manage. If the asset management 
business fails to attract sufficient 
assets to generate fees, this could 
have a material adverse effect on the 
Group’s business, financial condition 
and prospects.
Ability to recruit and  
retain skilled personnel
The Group’s success depends on 
qualified and experienced employees 
to enable it to raise assets for its 
asset management activity and 
successfully manage its investments. 
Should the Group be unable to 
attract new employees this could 
have a material adverse effect on the 
Group’s ability to grow its business. 
Dependence on key 
executives
The Group’s development and 
prospects are dependent upon the 
service and performance of the 
directors and senior management. 
The loss of the services of any of 
the directors or senior management 
could cause disruption, which 
could have a material adverse 
effect on the deliverability of the 
strategy, the development of the 
asset management business and the 
financial prospects of the Group.
Exposure to macroeconomic, 
geographic, sector-related 
and geo-political risks
The Group’s investment activities 
will expose its Shareholders to 
risks arising from macroeconomic, 
geographic, sector-related and  
geo-political risks.
Nature of investee companies
A majority of the investments 
made by the funds, which GHAM 
manages, will be in the securities of 
small and medium sized companies. 
Such securities may involve a higher 
degree of risk than would be the 
case for the securities of larger 
companies. If the investments do 
not perform well, GHAM, as the 
fund manager, would receive a lower 
management fee, and would be at 
risk of losing investors as a result of 
poor performance.
Liquidity of portfolio
The funds managed by GHAM may 
invest in securities that are not readily 
tradable, which may make it difficult 
for the funds to sell its investments. 
Delay/failure to make 
significant acquisition
The Directors’ strategy anticipates 
that the Group will develop by 
continuing to grow an asset 
management business through 
acquisition. If the Group is unable to 
negotiate successfully a meaningful 
acquisition or is unable to grow 
its asset management business 
organically, that could have a 
material impact upon the Group’s 
ability to execute the directors’ 
strategy.
The Group is likely to face 
competition from a variety of other 
potential purchasers in identifying 
and acquiring suitable assets. Market 
conditions may have a negative 
impact on the Group’s ability to 
identify and execute investments 
in suitable assets that generate 
acceptable returns.
Potential requirement  
for further investment
Any potential expansion activity 
and/or business development may 
require additional capital. There can 
be no guarantee that the necessary 
funds will be available on a timely 
basis on favourable terms or at all 
or that, such funds (if raised) would 
be sufficient. If additional funds are 
raised by issuing equity securities, 
dilution to the existing Shareholders 
may result. If the Group is not able 
to obtain additional capital on 
acceptable terms or at all, it may be 
forced to curtail or abandon such 
planned expansion, activity and/or 
business development.
FCA Authorisations
GHAM is currently authorised by 
the FCA. GHAM is expected to 
meet certain FCA standards. This 
will result in an extra cost to the 
Group. Furthermore, should GHAM 
be in breach of its duties, the FCA 
has a wide range of enforcement 
powers, which include withdrawing 
a company’s authorisation, 
suspending firms which undertake 
regulated activities, and fining firms 
or individuals who breach the rules. 
Use of these enforcement powers 
could bring about reputational and 
financial damage to the Group. 24
 
Risk Management continued
Risks relating to the 
Group’s existing assets
The Group’s current investment 
portfolio consists of land and 
commercial property (the property 
portfolio) and investments in 
equity and debt securities in 
predominantly smaller companies 
(the securities portfolio).
Property portfolio
General economic and  
property market risks
The value of the Group’s property 
portfolio is dependent on general 
economic conditions as well as 
on the specific conditions of the 
commercial property market. 
Tenant associated risks
Any non-renewal of existing leases 
or early termination by the existing 
tenants in the Group’s property 
portfolio could result in a significant 
decrease in the Group’s net rental 
income as the Group may not be able 
to secure a replacement tenant on 
favourable terms, or at all, for the 
vacated space.
If the Group’s net rental income 
declines, it would have less cash 
available to service and repay its 
debts and the value of its properties 
could decline as well. In addition, 
significant expenditures associated 
with each property, such as taxes, 
service charges and maintenance 
costs, are normally not reduced in 
proportion to any decline in rental 
revenue from that property. 
The Group is exposed to the 
credit risk of its tenants and the 
creditworthiness of its tenants can 
decline over the short-term. This 
may result in less rental income for 
the Group, delayed payments and/or 
costs or delay in taking enforcement 
or repossession action. The Group 
may again not be able to secure a 
replacement tenant on favourable 
terms or at all for space vacated by 
such a defaulting tenant.
Sale risks
The sale proceeds from Persimmon 
are payable in three further 
instalments. This exposes the Group to 
a credit risk with respect to the future 
financial standing of Persimmon and 
also means that the Group does not 
have all the proceeds of sale available 
for working capital or investment 
capital purposes or for distribution for 
some time after the sale.
Valuation risks
The valuation of the Group’s property 
portfolio is inherently subjective. As 
a result, the valuations of the Group’s 
property portfolio are subject to a 
degree of uncertainty and are made 
based on assumptions (including 
hope value in relation to successful 
negotiation of, and entry into, new 
leases) which may not prove to be 
accurate, particularly in periods of 
volatility or low transaction flow in the 
property market.
Liability risks
The Group may be subject to warranty 
claims due to defects in quality or title 
relating to the leasing and sale of its 
properties. 
Illiquidity risks
Properties of the type remaining in 
the Group’s portfolio can be illiquid 
assets for reasons such as properties 
being tailored to tenants’ specific 
requirements and reduced demand 
for property on the market. This may 
affect the Group’s ability to, dispose 
of or liquidate part of its portfolio 
on a timely basis or at a satisfactory 
price, in response to changes in 
general economic conditions, 
property market conditions or  
other conditions.
Securities portfolio
Risks relating to investments  
in smaller companies and 
private assets
The Group invests in smaller 
company securities. Individual 
smaller companies can be expected, 
inter alia, in comparison to larger 
companies, to have less mature 
businesses, less depth of management 
and a higher risk profile. As a result, 
they may find it difficult to secure 
financing and/or overcome periods 
of economic slowdown. This may 
have a material adverse effect on 
the performance of that smaller 
company and may make it difficult 
or impossible for such company to 
repay its debts or lead it to reduce its 
dividends, which could reduce the 
Group’s cash resources.
Furthermore, the value of securities 
in smaller companies can be 
more volatile than those of larger 
companies, particularly at times of 
economic downturn. 
The Group may thus not be able to 
dispose of any of its investments in its 
securities portfolio for an acceptable 
price and/or at a specific time.
Risks relating to market and 
economic conditions
The Group’s investments are subject 
to normal market fluctuations and 
the risks inherent in the purchase, 
holding or selling of securities and 
there can be no assurance that 
appreciation in the value of those 
investments will occur.
It should be noted that the Group 
currently has a 19.2% stake in 
Gresham House Strategic plc 
(“GHS”). The shares of GHS are 
traded on AIM. The value of these 
shares may be volatile and may go 
down as well as up. As the Group 
holds a significant proportion of  Risk Management continued
25
Risk Management Gresham House plc Report and Accounts 2016 
 
GHS’s shares and is accounted for 
as an associate, the value of the 
ordinary shares may be affected by 
the value of the shares of GHS.
The anticipated proceeds from the 
repayment of the Attila loan notes 
and accrued interest exposes the 
Group to a risk on the purchaser 
of the Attila property asset, CALA 
Management Limited. Failure by 
the purchaser to pay the deferred 
receivable to Attila would affect 
its ability to repay the loan notes, 
accrued interest, and have a 
detrimental impact on the Group’s 
working capital.
Risks relating to Gresham 
House Forestry Limited 
In November 2015, the Group 
acquired Aitchesse Limited (now 
Gresham House Forestry Limited). 
There are specific risks relating to 
that business which are summarised 
below: 
Concentration of clients
Gresham House Forestry has a 
small and concentrated client base, 
with four clients accounting for 
96% of management fee income. In 
particular, one client comprises 55% 
of Gresham House Forestry’s income 
from management fees. The loss 
of such a client before the business 
can increase or diversify its investor 
base is a risk and the loss could 
have a significant adverse effect on 
Gresham House Forestry’s revenue. 
The current management team is 
aware that it faces a concentration 
risk and its management has been 
working to diversify their client base.
Sector focus – reliance  
on forestry
The success of Gresham House 
Forestry relies on the continued 
attractiveness to investors of the UK 
forestry and timber industry. Changes 
in the sector, rendering timber less 
attractive as an investment, could 
bring about a material adverse 
change to the business of Gresham 
House Forestry.
Regulation and tax
Regulation surrounding the forestry 
industry may be subject to change. 
Currently, timber is allowed 
significant tax breaks (it is not 
subject to income tax, capital gains 
tax or corporation tax and is also 
exempt from inheritance tax).
If these tax breaks were repealed, 
timber could cease to be an attractive 
investment to high-net-worth 
individuals and ultra-high-net-
worth individuals and families. This 
would have a significant effect on the 
business of Gresham House Forestry.
Bespoke arrangements
One fund managed by Gresham 
House Forestry does not have 
a management agreement in 
place. This means this fund is not 
required to give notice to cancel 
its relationship with Gresham 
House Forestry, nor are its fee 
arrangements formalised. Gresham 
House Forestry is currently working 
with this client to put arrangements 
that are more formal in place 
and it is now expected that the 
arrangements will be documented 
during 2017.
Reliance on suppliers
There are a limited number of 
suppliers in the forestry industry. 
Although the Directors are satisfied 
that Gresham House Forestry has 
good relationships with its suppliers, 
there is a risk that, should these 
relationships deteriorate, Gresham 
House Forestry would struggle to 
find a replacement supplier. Should 
this occur, Gresham House Forestry 
may find it difficult to achieve its 
cost effective land management, 
which would affect the management 
fees it would receive.
The Board seeks to mitigate these 
and other perceived risks by 
setting appropriate policies and by 
undertaking a risk assessment at 
least annually. Corporate Governance
26
As Gresham House plc is listed 
on the Alternative Investment 
Market it is not required to 
comply with the provisions of the 
UK Corporate Governance Code 
issued by the Financial Reporting 
Council in September 2014 (“the 
UK Code”). However, the Board 
recognises the importance of sound 
corporate governance and intend 
to comply with the Corporate 
Governance Code for Small and 
Mid-Size Quoted Companies (“QCA 
Code”) as published by the Quoted 
Companies Alliance (“QCA”) insofar 
as reasonably practicable given the 
Company’s nature and size. 
The QCA Code was devised by the 
QCA in consultation with a number 
of significant institutional small 
company investors as an alternative 
corporate governance code to the 
UK Code, applicable to, and more 
suitable for, many AIM companies.
This report sets out 
the procedures and 
systems currently in 
place and explains 
why the Board 
considers them 
effective.
The Board recognises the importance of sound corporate governance Corporate Governance continued
27
Corporate Governance Gresham House plc Report and Accounts 2016 
 
The Board
The Board currently comprises two 
executive and three non-executive 
directors as described on page 35. 
The Board is responsible for the 
overall strategy and management of 
the Group. There is a formal schedule 
of matters specifically reserved for 
Board decision including investment 
and performance objectives and 
policies, financial reporting and 
control, the approval of borrowings 
by the Group, any investments or 
disposals over certain thresholds and 
shareholder communications.
The Board operates as a collective 
decision making forum. In the event 
that one or more directors cannot 
support a consensus decision then 
a vote would be taken and the views 
of the dissenting director recorded 
in the minutes. There were no such 
dissentions during 2016. Procedures 
are in place to enable individual 
directors to seek independent advice 
at the expense of the Company and 
appropriate cover is in place, which 
insures directors against certain 
liabilities that they may incur in 
carrying out their duties on behalf  
of the Company. 
All directors have access to the 
advice and services of the Company 
Secretary who is responsible to 
the Board for ensuring that Board 
procedures are followed. Both the 
appointment and removal of the 
Company Secretary is a matter for 
the Board as a whole. Mr P G Moon 
is the Senior Independent Director.
The Board has established three 
committees to deal with specific 
aspects of the Group’s affairs: Audit, 
Remuneration and Investment 
Committees.
Independence of the 
directors 
The QCA Code requires the Company 
to have at least two independent 
non-executive directors. In judging 
independence the Board takes into 
account whether or not a director 
is independent of management and 
any business or other relationship 
that could affect or interfere with the 
exercise of objective judgement by 
that director, or his/her ability to act 
in the best interests of the Company 
and its subsidiaries. Using this 
criteria the Board considers Messrs 
Townsend, Moon and Chadwick to 
be independent.
Tenure
All directors are subject to re-election 
by shareholders at the first AGM 
following their appointment and, 
thereafter, are subject to retirement 
by rotation and re-election by 
shareholders in accordance with the 
Articles of Association whereby one 
third of the directors retire every 
year, or where their number is not a 
multiple of three, then the number 
constituting at least one third retire 
from office. Notwithstanding the 
foregoing, every director shall retire 
who was not appointed at either 
of the two previous annual general 
meetings and who has served for 
more than two years since his/her 
appointment or last reappointment. 
Directors are not appointed for 
specified terms nor have any 
automatic right of re-appointment. 
The directors retiring in accordance 
with the Company’s Articles of 
Association are Messrs Kevin Acton 
and Peter Moon. The Chairman has 
carefully considered the position of 
each of the directors and considers 
their contribution to be significant 
and effective; accordingly, he 
recommends their re-election.
The Chairman has introduced a 
formal Board evaluation process 
and is satisfied that each director 
contributes effectively to their role.
Directors’ attendance at 
Board and Committee 
meetings
The Board meets regularly 
throughout the year and receives 
accurate, timely and clear 
information in a form and of a 
quality appropriate to enable it to 
discharge its duties. There were five 
Board meetings, four meetings of the 
Audit Committee and one meeting of 
the Remuneration Committee held 
during the year and the attendance 
of the directors was as follows:
Director Board
Remuneration 
Committee
Audit  
Committee
J A V Townsend 5* 1* 4
A L Dalwood 5 - -
M C Phillips 4 - -
K J Acton 3 - -
R A Chadwick 5 1 4
P G Moon 5 1 4*
* Denotes Committee Chair 28
 
Corporate Governance continued
Accounting for Gresham 
House Strategic plc
The Board considered carefully 
the implications of the Group’s 
ownership of a 19.2% stake in GHS. 
The Board were satisfied that the 
Group did not exercise control over 
GHS (which has an independent 
board with no company board 
representations and our stake and 
investment management agreement 
does not give rise to control).
Nonetheless, because of the close 
relationship between GHAM and 
GHS, the Board has concluded that 
the Group does exercise significant 
influence over GHS. As a result 
of this, it has been decided that it 
is appropriate to account for our 
stake in GHS as an associate of 
the Group. The stake in GHS was 
acquired in August 2015, however, 
the requirement to account for GHS 
as an associate arose with effect from 
23 November 2015, the date of the 
acquisition of Aitchesse Limited, 
from which date the Company 
ceased being an investing company 
and became an operating company 
which resulted in a reassessment of 
the accounting for all such equity 
investments. The Board concluded 
that the Company continues to have 
significant influence over GHS.
Accounting for Gresham 
House Forestry Limited
The acquisition of Aitchesse required 
the Board to consider the fair value 
of the assets acquired, the fair 
value of the consideration paid and 
payable, the valuation of goodwill 
arising and any impairment of 
the goodwill and intangible assets 
arising. Further details are set out in 
the Notes to the Accounts.
Accounting for LMS 
management contract
On 16 August 2016, GHAM was 
awarded the contract to manage 
LMS. In recognition of the value of 
the contract, the Company paid £1 
million in ordinary shares to LMS 
(332,484 shares issued), with a 
second tranche payment due subject 
to certain conditions being met in 
two years’ time. The management 
contract has been recognised as an 
intangible asset in the period and the 
Board has considered the fair value 
of the contingent consideration as 
appropriate. Further details are set 
out in the Notes to the Accounts.  
Valuation of investment 
properties
All investment properties 
investments were valued by Jones 
Lang LaSalle Limited, Chartered 
Surveyors, as at 31 December 2016. 
These external valuations were 
carried out on the basis of Market 
Value in accordance with the latest 
edition of the Valuation Standards 
published by the Royal Institution 
of Chartered Surveyors. The 
assumptions and underlying evidence 
to support these valuations have been 
reviewed by the Audit Committee 
which is satisfied that the valuations 
represent fair value based on current 
permitted use.
Audit Committee
The Audit Committee, which is 
chaired by Mr Peter Moon, operates 
within defined terms of reference 
and comprises the three non-
executive directors of the Company. 
The specific responsibilities of the 
Audit Committee include a review of 
the Group’s annual and half yearly 
results, a review of internal and 
financial controls applicable to the 
Group, the terms of appointment 
of the auditor together with their 
remuneration, and ensuring that 
auditor objectivity and independence 
is safeguarded in the provision of 
non-audit services by the auditor. It 
also provides a forum through which 
the auditor may report to the Board 
and is scheduled to meet normally at 
least twice a year.
The Audit Committee is responsible 
for considering and reporting any 
significant issues that arise in 
relation to the audit of the financial 
statements. The Audit Committee 
can confirm that there were no 
significant issues to report to 
Shareholders in respect of the audit 
of the financial statements for the 
year ended 31 December 2016.
The key areas of risk that have been 
identified and considered by the Audit 
Committee in relation to the business 
activities and financial statements of 
the Company are as follows:
•  Accounting for investment in 
Gresham House Strategic plc;
•  Accounting for the acquisition of 
Gresham House Forestry Limited;
•  Accounting for the acquisition 
of the LMS Capital plc (“LMS”) 
management contract;
•  Valuation of investment 
properties; and
• Valuation of unlisted investments. Corporate Governance continued
29
Corporate Governance Gresham House plc Report and Accounts 2016 
 
Valuation of unlisted 
securities
Investment valuations have been 
performed consistently with prior 
periods and in accordance with 
industry guidelines as detailed in 
Principal Accounting Policy (j) (iii).
Having challenged management 
on the assumptions used the Audit 
Committee are not aware of any 
material misstatements, the Audit 
Committee is satisfied that the key 
areas of risk and judgement have 
been addressed in the financial 
statements and that the significant 
assumptions used in determining the 
value of assets and liabilities have 
been properly appraised and are 
sufficiently robust.
Non-audit services
Non-audit services provided by the 
external auditor are reviewed by 
the Audit Committee to ensure that 
independence and objectivity is 
monitored by way of assessment and 
consideration of any potential threats 
to auditor independence. Details of 
the fees paid to the auditor for audit 
services, audit related services and 
other non-audit services are shown in 
note 3 of these financial statements.
Having regard to all the relevant 
factors, the Audit Committee has 
recommended to the Board that in 
the normal course of events and 
subject to Shareholder approval 
at the 2017 AGM, BDO LLP be 
reappointed as external auditor of 
the Company and Group for the 
forthcoming year.
Remuneration Committee
The Remuneration Committee 
is also a formally constituted 
committee of the Board with defined 
terms of reference. It consists of 
the three non-executive directors 
under the chairmanship of Mr J A 
V Townsend. The other members of 
the committee are Mr P G Moon and 
Mr R A Chadwick. The Committee 
is responsible for reviewing the 
performance of the executive 
directors and to set the scale and 
structure of their remuneration and 
the basis of their service agreements, 
and meets at least annually. The 
Committee is also responsible for 
recommending the allocation of 
long-term incentive arrangements to 
employees. Responsibility for setting 
the remuneration of senior staff 
will sit with the executive directors 
mindful of the policies being set by 
the Remuneration Committee.
Further information can be found in 
the Remuneration Report.
Investment Committee
The Investment Committee is 
chaired by Mr A L Dalwood 
with the other members being 
three experienced investment 
management professionals. 
The purpose of the Investment 
Committee is to promote and 
maintain a prudent and effective 
allocation of capital across the 
Company’s entire investment 
portfolio and meets on a regular 
basis as and when required. All 
investment decisions require the 
following approvals:
•  Investments below 2% of NAV 
requires the approval of an 
executive director;
•  Investments between 2% and 
5% of NAV require a majority 
approval of the Investment 
Committee; and
•  Investments above 5% of NAV 
require unanimous approval of the 
Investment Committee.
Advisory Group
The Company has developed an 
Advisory Group of experienced 
business people to act as advisers, 
deal introducers and business 
counsellors. They will be available 
to provide industry insights for our 
investment appraisals and support 
for investee companies working 
alongside the Investment Committee.
Nomination Committee
The Company has not established a 
Nomination Committee. Given the 
small size of the Board, the Board 
as a whole fulfils the function of the 
Nomination Committee. Any Board 
member can propose new members 
who will be considered by the Board 
as a whole. No new non-executive 
director will be appointed without 
first being interviewed by each 
existing non-executive director. 30
 
Corporate Governance continued
Share capital and voting 
rights
As at 1 January 2016 and 31 
December 2016 there were 9,851,041 
and 10,185,487 ordinary shares 
respectively in issue with a nominal 
value of 25p each. The ordinary 
shares are quoted on the Alternative 
Investment Market of the London 
Stock Exchange.
Details of substantial shareholdings 
and control can be found in the 
Directors’ Report. The voting rights 
of shareholders are as follows:
Each shareholder has the right to:
•  participate in distributions of 
profits in proportion to the 
nominal capital paid up on the 
shares held; 
•  one vote on a show of hands, 
and on a poll one vote per share 
held, at a general meeting of the 
Company. A member entitled to 
more than one vote need not cast 
all votes the same way; 
•  a dividend subject to the 
discretion of the directors of the 
Company, apportioned and paid 
proportionately to the amounts 
paid up on the shares; and
•  in the event of a winding up of the 
Company the liquidator may, with 
the sanction of a special resolution 
and any other sanction required by 
law, divide among the members in 
specie the whole or any part of the 
assets of the Company.
Relations with Shareholders
The Board recognises the 
importance of regular and 
effective communication with 
Shareholders. The primary forms of 
communication are:
•  the annual and interim financial 
statements;
•  announcements released to the 
London Stock Exchange; and
•  the annual and any general 
meetings.
Internal controls
The Board is responsible for the 
Group’s system of internal control, 
including financial, operational 
and compliance controls and risk 
management, and for reviewing 
its effectiveness. The Board has 
introduced procedures designed 
to meet the particular needs of the 
Group in managing the risks to which 
it is exposed. These procedures 
include an annual review of the 
significant risks faced by the Group 
and an assessment of their potential 
impact and likelihood of occurrence. 
The Board takes advice from external 
advisors where considered necessary 
including where any significant 
transaction is being considered. 
The Board is satisfied with the 
effectiveness of internal controls but, 
by their very nature, these procedures 
can provide reasonable, but not 
absolute, assurance against material 
misstatement or loss. 
The Board has reviewed the need for 
an internal audit function and has 
concluded that, given the nature of the 
Group’s business and assets and the 
overall size of the Group, the systems 
and procedures currently employed by 
the Group provide sufficient assurance 
that a sound system of internal control, 
which safeguards Shareholders’ 
investment and the Group’s assets, is 
in place. An internal audit function is 
therefore considered unnecessary. Remuneration Report
Remuneration Committee 
The Remuneration Committee 
consists of the three non-executive 
directors of the Company under the 
chairmanship of Mr J A V Townsend. 
The Committee meets at least annually 
and is responsible for determining the 
terms of service and remuneration of 
the executive directors.
The Committee’s main roles and 
responsibilities are to review the 
performance of the executive directors 
and set the scale and structure of their 
remuneration and the basis of their 
service agreements with due regard to 
the interests of Shareholders.
In determining the remuneration of 
executive directors, the Committee 
will seek to enable the Company 
to attract and retain executives of 
the highest calibre. The Committee 
will also make recommendations 
to the full Board concerning the 
incentivisation of employees through 
long-term equity incentive schemes. 
No director is permitted to 
participate in discussions or 
decisions concerning their own 
remuneration.
The full Board of directors are 
responsible for determining the level 
of fees paid to the non-executive 
directors. Non-executive directors 
are not eligible for long-term 
incentive schemes.
Directors’ share interests 
The beneficial interests of the 
directors who served during the 
year and their connected persons 
in the ordinary share capital of the 
Company as at 31 December 2016 
are set out below:
2016 
Number 
of shares
2015 
Number of 
shares
J A V Townsend 34,855 34,855
A L Dalwood 209,133 209,133
M C Phillips* 87,138 87,138
D J L Abbot** 87,138 87,138
P G Moon 34,855 34,855
K J Acton 1,587 -
*Resigned 31 December 2016.
**Resigned 31 December 2015.
In addition, the following directors 
who served during the year 
held supporter warrants. Each 
supporter warrant will entitle 
the holder to subscribe for one 
ordinary share at an exercise price 
of 323.27 pence exercisable at any 
time between 1 December 2015 and 
31 December 2019. 
2016 
Number 
of shares
2015 
Number of 
shares
J A V Townsend 34,000 34,000
A L Dalwood 212,500 212,500
M C Phillips* 187,000 187,000
D J L Abbot** 93,500 93,500
P G Moon 29,750 29,750
K J Acton - -
*Resigned 31 December 2016.
**Resigned 31 December 2015.
Further details of the supporter 
warrants can be found in note 23  
to these financial statements.
Directors’ service contracts are 
governed by the following policies:
(a)   The notice period required 
by either the Company or the 
director to terminate the contract 
is 12 months for Mr Dalwood, six 
months for Mr Acton and three 
months for Mr Townsend, Mr 
Moon and Mr Chadwick;
(b)  In the event that a non-executive 
director is not re-elected by 
shareholders in accordance with 
the Articles of Association his/
her appointment shall terminate 
with immediate effect and the 
individual is entitled to payment 
in lieu of notice being the 
maximum notice period in his/
her contract;
(c)  In the event of termination for 
events as specified in the contract 
including negligence and 
incompetence in the performance 
of his/her duties, misconduct 
and serious breaches of the rules 
of the FCA, then the Company 
may terminate employment 
summarily without any payment 
in lieu of notice; and
(d)   A discretionary bonus scheme 
was introduced by the Company 
in 2015 and all executive 
directors were eligible to 
participate in such a scheme.
Remuneration policy
The Remuneration Committee 
reviews the Company’s remuneration 
philosophy and structure to ensure 
that the remuneration framework 
remains effective in supporting the 
Company’s business objectives, 
in line with best practice, and 
fairly rewards individuals for the 
contribution that they make to 
the business, having regard to the 
size and complexity of the Group’s 
operations and the need to retain, 
motivate and attract employees of 
the highest calibre. 
The Committee intends that base 
salary and total remuneration of 
executive directors should be in line 
with the market. Remuneration 
is benchmarked against rewards 
available for equivalent roles in a 
suitable comparator group with the 
31
Remuneration Report Gresham House plc Report and Accounts 2016 
  32
 
aim of paying neither significantly 
above nor below the median for 
each element of remuneration. The 
Committee also considers general 
pay and employment conditions of 
all employees within the Group and 
is sensitive to those, to prevailing 
market conditions, and to governance 
trends when assessing the level of 
salaries and remuneration packages 
of executive directors. 
The total remuneration package 
links corporate and individual 
performance with an appropriate 
balance between short and long-term 
elements, and fixed and variable 
components. The policy is designed 
to incentivise executives to meet 
the Company’s strategic objectives, 
such that a significant portion of 
total remuneration is performance 
related. The current remuneration 
of executive directors comprises the 
following five components: 
• Basic salary;
•  Pension arrangements (only basic 
salary is pensionable);
• Annual bonus;
• Bonus share matching plan; and
• Long term incentive plan.
Basic salary 
Basic salary represents a value 
which reflects the Remuneration 
Committee’s assessment of the 
market rate for relevant positions 
and the individual director’s 
experience and value to the business. 
Pensions
The Company does not currently 
operate any pension schemes for the 
benefit of directors or employees. 
A contribution to pension or 
equivalent schemes is however an 
entitlement of all employees and 
appropriate arrangements are in 
place to ensure the Company makes 
appropriate contributions.
Annual bonus 
The Company operates a 
discretionary bonus scheme for 
senior executives, which provides 
for a performance related bonus 
based on the Group’s results and, 
in certain cases, the result of the 
relevant businesses for which they 
may be responsible. The individual 
targets for the executive directors are 
established by the Committee with a 
view to maximising shareholder value 
and meeting other Group objectives. 
The Chairman and the non-executive 
directors are not eligible to participate 
in this bonus scheme.
Bonus share matching plan
The Company introduced in 2016 
a share matching plan linked to the 
discretionary annual bonus scheme to 
encourage management to invest in 
the long-term growth of the Company.
Subject to Remuneration Committee 
approval, management and 
employees entitled to a bonus may 
be permitted (but not required) to 
defer and reinvest up to 100% of 
their annual bonus into ordinary 
shares which will be released to 
them after three years together 
with any additional matching 
shares subject to performance 
criteria set out below. In 2016 the 
Remuneration Committee approved 
the reinvestment of up to 50% of 
annual bonuses into ordinary shares 
by management and employees. 
In the event that the Company 
achieves a mid-market closing price 
equal to 7% per annum compound 
growth from the date of deferral, 
the participants will receive 50% of 
the matching shares benefit. In the 
event that the Company’s share price 
out-performs the FTSE All Share 
Index from the date of deferral, the 
participant will receive 50% of the 
matching shares.
Shares will be awarded in the ratio 
one share for each share invested. 
In the event that this performance 
condition is not met, the participants 
will receive only the ordinary shares 
acquired with the deferred bonus.
In total, the Company proposes 
that the total ordinary shares 
issued and issuable in satisfaction 
of the incentive arrangements and 
pursuant to the exercise of supporter 
warrants will not exceed 20% of the 
Company’s total issued share capital.
Long term incentive plan
On 28 July 2016 the Company 
implemented a long-term incentive 
plan to align management with the 
interests of shareholders. These 
arrangements only reward the 
participants if shareholder value  
is created. 
For the purposes of the plan, 
“shareholder value” shall broadly 
mean the difference between the 
market capitalisation of the Company 
at the point in time that any 
assessment is made and the sum of:
(i)   the market capitalisation of 
the Company a) at 1 December 
2014 for first awards made to 
management who joined the 
Company before 30 September 
2015 and b) at the date of award 
in all other cases; and
(ii)   the aggregate value (at the 
subscription price) of all ordinary 
shares issued thereafter and 
up to the point in time that any 
assessment is made, in each 
case adjusted for dividends and 
capital returns to Shareholders 
and/or issue of new shares.
Remuneration Report continued Remuneration Report continued
33
Remuneration Report Gresham House plc Report and Accounts 2016 
 
The beneficiaries of the plan, will in 
aggregate be entitled to an amount 
of up to 20% of shareholder value 
(as defined above) created, subject 
to performance criteria set out 
below. In the calculation of the 
20% share of value, the benefit of 
the supporter warrants has been 
recognised. Individual participation 
in the shareholder value created is 
determined by the Remuneration 
Committee in respect of the 
executive directors.
There are certain hurdles the 
Company’s share price has to achieve 
before an award vests.
In the event that the Company 
achieves an average mid-market 
closing price equal to compound 
growth at 7% per annum for a period 
of 10 consecutive dealing days in 
the period after 1 December 2016 
for first awards to management 
who joined the Company before 
30 September 2015 and from the 
second anniversary of the date of 
award in all other cases, 50% of the 
award will vest.
In the event that the share price of 
the Company outperforms the FTSE 
All Share Index in the period after 
1 December 2016, and from the 
second anniversary of the date of the 
award in all other cases, 50% of the 
award shall vest.
Each award requires a minimum 
term of employment of three years 
and awards are made to current 
management and new joiners at the 
Company’s discretion.
Directors’ emoluments
The directors who served in the year received the following emoluments: 
Year ended  
31 December 2016
Basic 
salary
£’000
Fees
£’000
Benefits
£’000
Bonuses
£’000
Pensions
£’000
Share  
based  
payments
£’000
2016
£’000
Executive:
A L Dalwood (iv) 185 - 3 202 18 25 433
M C Phillips (i), (iv) 165 - 2 110 16 19 312
K J Acton (ii) 86 - 1 82 9 1 179
Non-executive:
J A V Townsend 50 - - - - - 50
P G Moon 25 - - - - - 25
R A Chadwick (iii) - 20 - - - - 20
Total 511 20 6 394 43 45 1,019
(i) Resigned 31 December 2016
(ii) Appointed 6 June 2016
(iii) Fees paid to Mr Chadwick have been paid to a business in which he has a material interest
(iv) Payments have been made in lieu of contribution towards pension scheme
Year ended  
31 December 2015
Basic 
salary
£’000
Fees
£’000
Benefits
£’000
Bonuses
£’000
Other
compensation
£’000
2015
£’000
Executive:
A L Dalwood 150 - 1 200 - 351
M C Phillips 75 - 9 110 - 194
D J L Abbot (i) 125 - 6 42 83 256
Non-executive:
J A V Townsend 50 - - - - 50
P G Moon 25 - - - - 25
R A Chadwick (ii) - 20 - - - 20
Total 425 20 16 352 83 896
(i) Resigned 31 December 2015
(ii) Fees paid to Mr Chadwick have been paid to a business in which he has a material interest.
On behalf of the Board,
Anthony Townsend
Chairman, Remuneration Committee  
27 March 2017 Directors Report 
34
Results and dividends
The Group Statement of 
Comprehensive Income is set out on 
page 40 and shows the results for the 
year ended 31 December 2016.
The Directors recommend that no 
final dividend for the year ended 31 
December 2016 be paid as a result of 
the losses incurred by the Company 
during the year (2015: nil). 
Principal activities, review 
of business and future 
developments
The review of the business and a 
summary of future developments 
are included in the Chairman’s 
Statement and Chief Executive’s 
Report on pages 2 to 7.
Principal risks and 
uncertainties
The principal risks and uncertainties 
affecting the Group are explained 
in the Risk Management section on 
pages 22 to 25.
The Directors 
present their report 
and the audited 
financial statements 
of the Group for the 
year ended  
31 December 2016. 35
Directors Report  Gresham House plc Report and Accounts 2016 
 
Details of directors’ emoluments together with the directors’ interests in shares are provided in the Remuneration Report.  
There were no contracts of significance in which the directors had a material interest. 
Directors
Anthony has spent over 40 years working in the City of London and was chairman of the Association of Investment 
Companies from 2001 to 2003. He is chairman of Baronsmead Second Venture Trust plc, British & American 
Investment Trust plc, F&C Global Smaller Companies plc, Finsbury Growth & Income Trust plc and Miton Global 
Opportunities Trust plc.
He was a director of Brit Insurance Holdings plc from 1999 to 2008 and represented it on the Council of Lloyd’s 
of London from 2006 to 2008. He was managing director of Finsbury Asset Management Limited from 1988 to 
1998. He was a non-executive director of Worldwide Healthcare Trust plc from 1995 to 2013. Anthony is currently 
chairman of the Remuneration Committee and a member of the Audit Committee.
Anthony Townsend (aged 69) – Independent, non-executive Chairman
Anthony (Tony) Dalwood (aged 46) – Chief Executive Officer 
Tony is an experienced investor and adviser to public and private equity businesses. Tony established SVG 
Investment Managers (a subsidiary of SVG Capital plc) and acted as CEO and chairman of this entity, and 
launched Strategic Equity Capital plc. His previous appointments include CEO of SVG Advisers (formerly 
Schroders Ventures (London) Limited), membership of the UK Investment Committee of UBS Phillips & 
Drew Fund Management and the board of Schroders Private Equity Funds.
He is currently the chairman of the Investment Panel and on the board of the London Pensions Fund 
Authority, a director of JPEL plc and a director of Branton Capital Limited.
Kevin Acton (aged 39) – Finance Director
Kevin is the Finance Director for Gresham House plc and has over 15 years of finance and operational 
experience in private equity. Kevin joined Gresham House from Oaktree Capital Management where he 
was a Senior Vice President responsible for finance and operations in the European Principal team covering 
private equity and debt opportunity funds. Prior to joining Oaktree, Kevin was Director, Group Reporting 
and Valuations for 3i Group plc. Kevin qualified as a chartered accountant with Deloitte and is a Fellow of the 
Institute of Chartered Accountants England and Wales.
Richard Chadwick (aged 65) – Non-executive director
Richard is a chartered accountant who was appointed to the Board of the Company on 17 June 2008 as a 
non-executive director. Richard spent 27 years within the J Sainsbury plc group of companies where he gained 
considerable experience of property development and financing, having been director of corporate finance 
and of business development, and a non-executive director of the group’s property development company. 
Richard is presently a member of both the Audit and Remuneration Committees and a non-executive director of 
SpaceandPeople plc.
Peter Moon (aged 67) – Senior non-executive director
Peter started working in the City of London in 1972 and worked as an investment analyst and fund manager 
in a number of roles in unit and investment trusts, insurance and finally pension schemes. The last 25 years of 
his career were spent as the investment manager of the British Airways Pensions scheme and chief investment 
officer of the Universities Superannuation Scheme.
He is currently a director of Scottish American Investment Company and First Property Group and Bell Potter 
Securities Limited. Peter is currently chairman of the Audit Committee and a member of the Remuneration 
Committee.
The Gresham House Plc Board, senior team and Investment 
Committee hold a significant stake in Gresham House plc. 36
 
Directors Report continued
Substantial interests
At the date of this report the 
following substantial interests 
representing 3% or more of the total 
voting rights of the Company have 
been notified to the Company:
Shareholder
Number of 
shares
% of issued 
share capital
% of  
shareholder 
warrants
The Royal County of Berkshire Pension Fund 2,546,372 20.3 -
Revcap Estates 24 Limited 1,170,452 9.3 21.8
Majedie Asset Management Limited 936,797 7.5 -
LMS Capital plc 801,985 6.4 *
Saffie Investments Ltd 520,000 4.1 -
The Estate of A P Stirling 468,436 3.7 8.7
Credo Capital 396,746 3.2 -
River & Mercantile Asset Management LLP 389,076 3.1 -
* LMS Capital plc hold 909,908 LMS warrants
Companies Act 2006 
disclosures
In accordance with Schedule 7 of the 
Large and Medium Sized Companies 
and Groups (Accounts and Reports) 
Regulations 2008 the directors 
disclose the following information:
•  the structure of the Company’s 
capital is summarised in notes 24 
and 25. The holders of ordinary 
shares are entitled to receive the 
Company’s reports and accounts, 
to attend and speak at general 
meetings of the Company, to 
appoint proxies and exercise 
voting rights. There are no 
restrictions on voting rights that 
the Company is aware of, nor any 
agreement between holders of 
securities that result in restrictions 
on the transfer of securities or on 
voting rights;
Directors
The present directors are listed 
on page 35 together with brief 
biographical details. The directors 
who served during the period under 
review were:-
J A V Townsend 
Non–executive Chairman
A L Dalwood – Chief Executive
M C Phillips – Strategic Development  
(resigned 31 December 2016)
K J Acton – Finance Director  
(appointed 6 June 2016)
R A Chadwick – Non-executive
P G Moon – Non-executive
In accordance with the Company’s 
articles of association Messrs Acton 
and Moon will stand for re-election 
at the forthcoming Annual General 
Meeting of the Company. 
The Board confirms that the 
performance of each of the directors 
seeking re-election continues to 
be effective and demonstrates 
commitment to the role, and the 
Board believes that it is therefore 
in the best interests of shareholders 
that the directors be re-elected.
Directors’ indemnity
The Company has, as permitted by 
the Companies Act 2006 and the 
Company’s Articles of Association, 
maintained a Directors’ and Officers’ 
liability insurance policy on behalf 
of the directors, indemnifying 
them in respect of certain liabilities 
which may be incurred by them 
in connection with the activities 
of the Company. This policy does 
not provide cover for fraudulent or 
dishonest actions by the directors.
•  there exist no securities carrying 
special rights with regard to the 
control of the Company;
•  the provisions concerning the 
appointment and replacement 
of directors are contained in the 
Company’s Articles of Association 
and the Companies Act 2006;
•  no agreements exist to which the 
Company is a party that may affect 
its control following a takeover bid; 
and
•  there are no agreements in 
place between the Company 
and its directors providing for 
compensation for loss of office in 
the event of the Company being 
taken over. Directors Report continued
•  prepare the financial statements 
on the going concern basis unless 
it is inappropriate to presume that 
the Company and the Group will 
continue in business.
The directors are responsible for 
keeping adequate accounting records 
that are sufficient to show and 
explain the Company’s transactions, 
to disclose with reasonable accuracy 
at any time the financial position of 
the Company and to enable them to 
ensure that the financial statements 
comply with the Companies Act 
2006 and Article 4 of the IAS 
Regulation. They are also responsible 
for safeguarding the assets of the 
Company and the Group and hence 
for taking reasonable steps for the 
prevention and detection of fraud and 
other irregularities.
Under applicable law and regulations, 
the directors are also responsible for 
preparing a strategic report, directors’ 
report, directors’ remuneration report 
and corporate governance statement 
that comply with that law and those 
regulations.
Website publication
The directors are responsible for 
ensuring the annual report and the 
financial statements are made available 
on a website. Financial statements 
are published on the company’s 
website in accordance with legislation 
in the United Kingdom governing 
the preparation and dissemination 
of financial statements, which 
may vary from legislation in other 
jurisdictions. The maintenance and 
integrity of the company’s website is 
the responsibility of the directors. The 
directors’ responsibility also extends 
to the ongoing integrity of the financial 
statements contained therein.
Auditor’s right to information
So far as each of the directors is aware, 
there is no relevant audit information 
(as defined by Section 418 of the 
Companies Act 2006) of which the 
Company’s auditor is unaware, and 
each director has taken all the steps 
that he or she ought to have taken as 
a director in order to make himself 
or herself aware of any relevant audit 
information and to establish that the 
Company’s auditor is aware of that 
information. 
Going concern
After making enquiries, the directors 
have formed a judgement that at 
the time of approving the financial 
statements, there is a reasonable 
expectation that the Group has 
adequate resources to continue 
its operational existence for the 
foreseeable future. For this reason, 
the directors continue to adopt a 
going concern basis in preparing the 
financial statements.
Share quote
The Group’s ordinary shares and 
shareholder warrants are quoted on 
the Alternative Investment Market of 
the London Stock Exchange.
Share capital
Changes to share capital during the 
period are shown in note 24 to the 
financial statements.
By Order of the Board,
John-Paul Preston
Secretary
27 March 2017  
5 New Street Square
London EC4A 3TW
 
Financial risk management 
objectives
The Company’s financial risk 
management objectives can be found 
in note 30 of the financial statements.
Statement of directors’ 
responsibilities
The directors are responsible for 
preparing the annual report and the 
financial statements in accordance 
with applicable law and regulations.
Company law requires the directors 
to prepare financial statements 
for each financial year. Under 
that law the directors are required 
to prepare the Group financial 
statements in accordance with 
International Financial Reporting 
Standards as adopted by the 
European Union and the rules of 
the London Stock Exchange for 
companies trading securities on the 
Alternative Investment Market and 
have elected to prepare the parent 
company financial statements in 
accordance with those standards. 
Under company law the directors 
must not approve the financial 
statements unless they are satisfied 
that they give a true and fair view of 
the state of affairs of the Company 
and the Group and of the profit or 
loss of the Group 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 accounting 
estimates that are reasonable and 
prudent;
•  state whether the financial 
statements have been prepared in 
accordance with IFRSs as adopted 
by the European Union; and Financial Statements
38
For the year ended 31 December 2016 Independent Auditor’s Report
Independent Auditor’s Report to the Members Of Gresham House plc
We have audited the financial 
statements of Gresham House plc for 
the year ended 31 December 2016 
which comprise the group statement 
of comprehensive income, group 
and company statements of financial 
position, the group and company 
statements of changes in equity, the 
group and company statements of 
cash flows and the related notes. The 
financial reporting framework that 
has been applied in their preparation 
is applicable law and International 
Financial Reporting Standards 
(IFRSs) as adopted by the European 
Union and, as regards the parent 
company financial statements, 
as applied in accordance with the 
provisions of the Companies Act 2006.
This report is made solely to the 
company’s members, as a body, in 
accordance with Chapter 3 of Part 
16 of the Companies Act 2006. Our 
audit work has been undertaken 
so that we might state to the 
company’s members those matters 
we are required to state to them 
in an auditor’s report and for no 
other purpose. To the fullest extent 
permitted by law, we do not accept 
or assume responsibility to anyone 
other than the company and the 
company’s members as a body, for 
our audit work, for this report, or for 
the opinions we have formed.
Respective responsibilities 
of directors and auditors
As explained more fully in 
the statement of directors’ 
responsibilities, the directors are 
responsible for the preparation of the 
financial statements and for being 
satisfied that they give a true and 
fair view. Our responsibility is to 
audit and express an opinion on the 
financial statements in accordance 
with applicable law and International 
Standards on Auditing (UK and 
Ireland). Those standards require 
us to comply with the Financial 
Reporting Council’s (FRC’s) Ethical 
Standards for Auditors.
Scope of the audit of the 
financial statements
A description of the scope of an audit 
of financial statements is provided 
on the FRC’s website at  
www.frc.org.uk/auditscopeukprivate
Opinion on financial 
statements
In our opinion: 
•  the financial statements give a true 
and fair view of the state of the 
group’s and the parent company’s 
affairs as at 31 December 2016 
and of the group’s loss for the year 
then ended;
•  the group financial statements 
have been properly prepared in 
accordance with IFRSs as adopted 
by the European Union;
•  the parent company financial 
statements have been properly 
prepared in accordance with IFRSs 
as adopted by the European Union 
and as applied in accordance with 
the provisions of Companies Act 
2006; and
• t he financial statements have been 
prepared in accordance with the 
requirements of the Companies 
Act 2006.
Opinion on other matters 
prescribed by the 
Companies Act 2006
In our opinion, based on the work 
undertaken in the course of the audit:
•  the information given in the 
strategic report and directors’ 
report for the financial year for 
which the financial statements are 
prepared is consistent with the 
financial statements; and
•  the strategic report and directors’ 
report have been prepared in 
accordance with applicable legal 
requirements. 
Matters on which we are 
required to report by 
exception
In the light of the knowledge and 
understanding of the group and the 
parent company and its environment 
obtained in the course of the audit, 
we have not identified material 
misstatements in the strategic report 
or the directors’ report.
We have nothing to report in respect 
of the following matters where the 
Companies Act 2006 requires us to 
report to you if, in our opinion:
•  adequate accounting records 
have not been kept by the parent 
company, or returns adequate for 
our audit have not been received 
from branches not visited by us; or
•  the parent company financial 
statements are not in agreement 
with the accounting records and 
returns; or
•  certain disclosures of directors’ 
remuneration specified by law are 
not made; or
•  we have not received all the 
information and explanations we 
require for our audit.
Michelle Carroll  
(senior statutory auditor)
For and on behalf of BDO LLP, 
statutory auditor
London, United Kingdom
27 March 2017 
BDO LLP is a limited liability partnership 
registered in England and Wales (with 
registered number OC305127). 
39
Financial Statements Gresham House plc Report and Accounts 2016 
  40
 
For the year ended 31 December 2016
Group Statement of Comprehensive Income
Notes
2016
£’000
2015
£’000
Income 1
Asset management income 3,202 333
Rental income 741 746
Dividend and interest income 249 228
Other operating income 72 51
Total income 4,264 1,358
Operating costs 3
Property outgoings (290) (339)
Administrative overheads (6,892) (2,704)
Net operating loss before exceptional items (2,918) (1,685)
Finance costs 6 (442) (144)
Exceptional items * - (773)
Net operating loss after exceptional items (3,360) (2,602)
Gains and losses on investments:
Share of associate’s profit 16 628 -
Movement in fair value of investment property 11 (139) (744)
Gains and (losses) on investments held at fair value 10 (147) (485)
Movement in fair value of contingent consideration (253) -
Movement in fair value of deferred receivable 202 -
Operating loss before taxation (3,069) (3,831)
Taxation 7 33 -
Total comprehensive income (3,036) (3,831)
Attributable to:
Equity holders of the parent (3,027) (3,807)
Non-controlling interest (9) (24)
(3,036) (3,831)
Basic and diluted loss per ordinary share (pence) 8 (30.3) (40.5)
* Exceptional items in 2015 relate to professional fees incurred in respect of the re-admission to AIM and the acquisition of Aitchesse Limited which took place 
on 23 November 2015 and on the reorganisation of the Group’s legacy subsidiaries. 41
Financial Statements Gresham House plc Report and Accounts 2016 
 
Group
Statements of Changes in Equity
Year ended 31 December 2016
Notes
Ordinary 
share  
capital
£’000
Share  
premium
£’000
Share 
warrant 
reserve
£’000
Retained 
reserves
£’000
Equity  
attributable 
to equity 
share- 
holders 
£’000
Non- 
controlling 
interest 
£’000
Total  
equity 
£’000
Balance at 31 December 2015 2,463 1,688 64 21,611 25,826 - 25,826
Comprehensive income for the year
Loss for the year - - - (3,027) (3,027) (9) (3,036)
Total comprehensive income for the year - - - (3,027) (3,027) (9) (3,036)
Contributions by and distributions to owners
Non controlling interest in Gresham House 
  Friends & Family Fund LP - - - - - 500 500
Share warrants issued 25 - - 255 - 255 - 255
Share based payments 26 - - - 73 73 - 73
Issue of shares 24 83 923 - - 1,006 - 1,006
Total contributions by and distributions 
  to owners 83 923 255 73 1,334 500 1,834
Balance at 31 December 2016 2,546 2,611 319 18,657 24,133 491 24,624
Year ended 31 December 2015
Notes
Ordinary 
share  
capital
£’000
Share  
premium
£’000
Share 
warrant 
reserve
£’000
Retained 
reserves
£’000
Equity  
attributable 
to equity 
share-holders 
£’000
Non- 
controlling 
interest 
£’000
Total  
equity 
£’000
Balance at 31 December 2014 2,336 12,508 64 12,934 27,842 - 27,842
Comprehensive income for the year
Loss for the year - - - (3,807) (3,807) (24) (3,831)
Total comprehensive income for the year - - - (3,807) (3,807) (24) (3,831)
Contributions by and distributions to owners
Transfer of non-controlling interest deficit - - - (24) (24) 24 -
Issue of shares 24 127 1,688 - - 1,815 - 1,815
Cancellation of share premium 27 - (12,508) - 12,508 - - -
Total contributions by and distributions 
  to owners 127 (10,820) - 12,484 1,791 24 1,815
Balance at 31 December 2015 2,463 1,688 64 21,611 25,826 - 25,826 42
 
Company
Statements of Changes in Equity
Year ended 31 December 2016
Notes
Ordinary  
share capital 
£’000
Share  
premium
£’000
Share  
warrant  
reserve
£’000
Retained  
reserves
£’000
Total equity 
£’000
Balance at 31 December 2015 2,463 1,688 64 16,939 21,154
Comprehensive income for the year
Loss for the year - - - (786) (786)
Total comprehensive income for the year - - - (786) (786)
Contributions by and distributions to owners
Issue of shares 24 83 923 - - 1,006
Share warrants issued 25 - - 255 - 255
Total contributions by and distributions to owners 83 923 255 - 1,261
Balance at 31 December 2016 2,546 2,611 319 16,153 21,629
Year ended 31 December 2015
Notes
Ordinary  
share capital 
£’000
Share  
premium
£’000
Share  
warrant  
reserve
£’000
Retained  
reserves
£’000
Total equity 
£’000
Balance at 31 December 2014 2,336 12,508 64 6,946 21,854
Comprehensive income for the year
Loss for the year - - - (2,515) (2,515)
Total comprehensive income for the year - - - (2,515) (2,515)
Contributions by and distributions to owners
Issue of shares 24 127 1,688 - - 1,815
Cancellation of share premium 27 - (12,508) - 12,508 -
Total contributions by and distributions to owners 127 (10,820) - 12,508 1,815
Balance at 31 December 2015 2,463 1,688 64 16,939 21,154 43
Financial Statements Gresham House plc Report and Accounts 2016 
 
As at 31 December 2016
Statements of Financial Position
Group Company
Notes
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Assets
Non current assets
Investments – securities 10 2,834 1,568 1,116 1,568
Investment property 11 - 9,559 - -
Tangible fixed assets 12 179 154 13 -
Investment in subsidiaries 15 - - 16,292 2,822
Investment in associate 16 6,530 5,902 - 5,902
Intangible assets 13 6,630 6,588 - -
Long-term receivables 14 4,095 5,916 - -
20,268 29,687 17,421 10,292
Current assets
Trade receivables 17 1,259 665 - -
Accrued income and prepaid expenses 917 1,081 219 383
Deferred receivable 14 1,139 - - -
Other current assets 18 - - 9,734 11,568
Cash and cash equivalents 2,802 4,390 858 372
Non-current assets held for sale
Property investments 11 9,628 - - -
Total current assets and non-current assets held for sale 15,745 6,136 10,811 12,323
Total assets 36,013 35,823 28,232 22,615
Current liabilities
Trade and other payables 19 2,229 4,390 87 1,435
Short term borrowings 20 1,015 2,850 1,377 26
3,244 7,240 1,464 1,461
Total assets less current liabilities 32,769 28,583 26,768 21,154
Non-current liabilities
Deferred taxation 21 - - - -
Long term borrowings 22 4,881 4,881
Other creditors 23 3,264 2,757 258 -
8,145 2,757 5,139 -
Net assets 24,624 25,826 21,629 21,154
Capital and reserves
Ordinary share capital 24 2,546 2,463 2,546 2,463
Share premium 27 2,611 1,688 2,611 1,688
Share warrant reserve 27 319 64 319 64
Retained reserves 27 18,657 21,611 16,153 16,939
Equity attributable to equity shareholders 24,133 25,826 21,629 21,154
Non-controlling interest 27 491 - - -
Total equity 24,624 25,826 21,629 21,154
Basic and diluted net asset value per ordinary share (pence) 28 236.9 262.2 212.4 214.7
The loss after tax for the Company for the year ended 31 December 2016 was £786,000. The financial statements were approved and 
authorised for issue by the Board and were signed on its behalf on 27 March 2017.
Kevin Acton
Finance Director 44
 
For the year ended 31 December 2016
Group Statement of Cash Flows
Notes
2016
£’000
2016
£’000
2015
£’000
2015
£’000
Cash flow from operating activities
Dividend income received 7 48
Interest received 470 317
Rental income received 728 549
Other cash payments (4,542) (2,940)
Net cash utilised in operations 29 (3,337) (2,026)
Corporation tax paid (204) -
Interest paid on loans (226) (175)
(430) (175)
Net cash flow from operating activities (3,767) (2,201)
Cash flow from investing activities
Acquisition of Aitchesse Limited - (1,074)
Purchase of investments (1,831) (5,000)
Sale of investments 918 -
Sale of investment properties - 2,222
Deferred proceeds received on sale of investment properties 1,041 -
Expenditure on investment properties (353) (329)
Purchase of fixed assets (125) (24)
Sale of fixed assets 37 15
Purchase of contracts (148) -
(461) (4,190)
Cash flow from financing activities
Repayment of loans (4,454) (428)
Receipt of loans 6,833 -
Share issue proceeds 6 -
LMS warrants issued 255 -
2,640 (428)
Decrease in cash and cash equivalents (1,588) (6,819)
Cash and cash equivalents at start of year 4,390 11,209
Cash and cash equivalents at end of year 2,802 4,390 45
Financial Statements Gresham House plc Report and Accounts 2016 
 
For the year ended 31 December 2016
Company Statement of Cash Flows
Notes
2016
£’000
2016
£’000
2015
£’000
2015
£’000
Cash flow from operating activities
Investment income received 7 48
Interest received 470 316
Other cash payments (883) (1,711)
Net cash flow from operating activities 29 (406) (1,347)
Interest paid on loans (194) -
Net cash flow from operating activities (600) (1,347)
Cash flow from investing activities
Purchase of investments (581) (5,000)
Sale of investments 918 -
Investment in subsidiary (1,250) (2,500)
Advanced to Group undertakings (4,789) (8,621)
Repaid by Group undertakings 1,314 6,957
Purchases of fixed assets (16) -
(4,404) (9,164)
Cash flow from financing activities
Repayment of loans (1,604) -
Receipt of loans 6,833 -
Share issue proceeds 6 -
LMS warrants issued 255 -
5,490 -
Increase / (decrease) in cash and cash equivalents 486 (10,511)
Cash and cash equivalents at start of year 372 10,883
Cash and cash equivalents at end of year 858 372 46
 
for the year ended 31 December 2016 
Principal Accounting Policies
The Group’s principal accounting policies are as follows:
(a) Basis of preparation
  The financial statements of the Group and the Company have been prepared in accordance with International Financial Reporting 
Standards (“IFRS”) as adopted by the European Union and those parts of the Companies Act 2006 applicable to companies reporting 
under IFRS. 
  The Group has considerable financial resources and ongoing investment management contracts. As a consequence, the directors 
believe that the Group is well placed to manage its business risks successfully. The directors have a reasonable expectation that the 
Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt 
the going concern basis of accounting in preparing the financial statements.
  The following standards and interpretations which have not been applied in these financial statements were in issue but not yet 
effective at year-end.  The following standards and interpretations which have not been applied in these financial statements were in 
issue but not yet effective at year end. The Directors do not anticipate that the adoption of these standards and interpretations will 
have a material impact on the Group’s financial statements in the period of initial application, other than presentation or disclosure, 
and a full assessment will be conducted subsequent to the year end:
 (i) IFRS 9 Financial Instruments
 (ii) IFRS 10 (amended) Consolidated Financial Statements
 (iii) IFRS 11 (amended) Accounting for Acquisitions of Interests in Joint Operations
 (iv) IFRS 12 (amended) Disclosures of Interest in Other entities
 (v) IFRS 14 Regulatory Deferral Accounts
 (vi) IFRS 15 Revenue From Contracts With Customers
 (vii) IFRS 16 Leases
 (viii) IAS 16 (amended) Property, Plant and Equipment
 (ix) IAS 28 (amended) Investments in Associates and Joint Ventures
 (x) IAS 38 (amended) Intangibles
 (b) Basis of consolidation
 Subsidiaries
  Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of 
the following elements are present: power over the investee; exposure to variable returns from the investee; and the ability of the 
investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there 
may be a change in any of these elements of control. The consolidated financial statements incorporate the financial statements of 
the Company and its subsidiary undertakings made up to the year-end as if they formed a single entity. All intra-group transactions, 
balances, income and expenses are eliminated on consolidation.
 Associates 
  Where the Group has significant influence, it has the power to participate in (but not control) the financial and operating policy 
decisions of another entity, it is classified as an associate. Associates are initially recognised in the Group Statement of Financial 
Position at cost. Subsequently, associates are accounted for using the equity method, where the Group’s share of post-acquisition 
profits and losses and other comprehensive income is recognised in the Group Statement of Comprehensive Income.
  Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated 
investors’ interests in the associate. The investor’s share in the associate’s profits and losses resulting from these transactions is 
eliminated against the carrying value of the associate. 
  Where there is objective evidence that the investment in an associate has been impaired, the carrying amount of the investment will 
be tested for impairment in the same way as other non-financial assets.
(c) Presentation of Statement of Comprehensive Income
  As permitted by section 408 of the Companies Act 2006, the Company has not presented its own Statement of Comprehensive 
Income. Details of the Company’s results for the year are set out in note 27, the loss for the year being £786,000 (2015: £2,515,000). 47
Financial Statements Gresham House plc Report and Accounts 2016 
 
for the year ended 31 December 2016 
Principal Accounting Policies
(d) Segment reporting
  IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly 
reviewed by the Board in order to allocate resources to the segments and to assess their performance. 
  The Group’s reportable segments, which are those reported to the Board are “Real Assets”, “Strategic Equity”, “Legacy Property” 
and “Central”.
(e)  Revenue recognition 
  Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be 
reliably measured. Revenue is measured at the fair value of the consideration received or receivable is stated net of value added tax 
and is earned within the United Kingdom.
 (i) Asset management income
   Revenue represents management and advisory fees for the provision of fund management and forestry management services 
and is recognised in the Statement of Comprehensive Income when the services are performed net of VAT.
 (ii) Rental income
    Rental income comprises property rental income receivable net of VAT, recognised on a straight line basis over the lease term 
and excludes service charges recoverable from the tenant.
 (iii) Dividend and interest income
   Income from listed securities is recognised when the right to receive the dividend has been established. Interest receivable is 
recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be reliably 
measured. Interest income is accrued on a time basis by reference to the principal outstanding. 
 (iv) Performance fees
  Performance fees will be recognised on the date of entitlement in accordance with the management contract.
(f) Expenses
 All expenses and interest payable are accounted for on an accruals basis. 
(g)  Property, plant and equipment
  Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation.
  The carrying amount of property, plant and equipment is reviewed annually by the directors to ensure it is not in excess of the 
recoverable amount from those assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be 
received from the assets employment, and subsequent disposal.
  The depreciable amount of all fixed assets are depreciated on a straight line basis over their estimated useful lives to the Group 
commencing from the time the asset is held ready for use, and are depreciated using rates of between 2% and 25%.
 (h) Taxation
 The tax expense represents the sum of the tax currently payable and deferred tax.
  The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the 
Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years 
and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates 
that have been enacted or substantively enacted by the Statement of Financial Position date.
  Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities 
in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using 
the statement of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary differences and 
deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible 
temporary differences can be utilised. Deferred tax is also provided for on revaluation surpluses on investment properties.
  The carrying amount of deferred tax assets is reviewed at each Statement of Financial Position date and reduced to the extent that 
it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.
  Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. 
Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or credited 
directly to equity, in which case the deferred tax is also dealt with in equity. 48
 
Principal Accounting Policies
for the year ended 31 December 2016 
(i) Operating leases and hire purchase contracts
  Amounts payable under operating leases are charged directly to the Statement of Comprehensive Income on a straight line basis 
over the period of the lease. The aggregate costs of operating lease incentives provided by the Group are recognised as a reduction 
in rental income on a straight line basis over the lease term.
(j) Investments 
  Financial assets designated as at fair value through profit and loss (“FVTPL”) at inception are those that are managed and whose 
performance is evaluated on a fair value basis, in accordance with the documented investment strategy of the Company. Information 
about these financial assets is provided internally on a fair value basis to the Group’s key management. All equity investments that were 
previously classified as held at fair value through profit or loss have been reassessed as at the date the Company became a trading company. 
The equity investments which do not meet the definitions of an associate or subsidiary remain held at fair value through profit and loss.
 (i) Properties
  Property investments are included in the Statement of Financial Position at fair value and are not depreciated.
    Sale and purchase of property assets is generally recognised on unconditional exchange except where completion is expected 
to occur significantly after exchange. For conditional exchanges, sales are recognised when the conditions have been satisfied. 
Profits and losses are calculated by reference to the carrying value at the end of the previous financial year, adjusted for 
subsequent capital expenditure and less directly related costs of sale.
  (ii)  Assets held for sale
   Non-current assets held for sale are measured at the lower of carrying amount and fair value less costs to sell (except where 
the exemptions of paragraph 5 of IFRS 5 apply) and are classified as such if their carrying amount will be recovered through 
a sale transaction rather than through continuing use. Investment property that is held for sale is measured at fair value in 
accordance with paragraph 5 of IFRS5.
   This is the case when the asset is available for immediate sale in its present condition subject only to terms that are usual and 
customary for sales of such assets and the sale is considered to be highly probable. A sale is considered to be highly probable if 
the appropriate level of management is committed to a plan to sell the asset and a further active programme to locate a buyer 
and complete the plan has been initiated. Further, the asset has to be marketed for sale at a price that is reasonable in relation 
to its current fair value. In addition, the sale is expected to qualify for recognition as a completed sale within one year from the 
date that it is classified as held for sale.
 (iii)  Securities
   Purchases and sales of listed investments are recognised on the trade date, the date on which the Group commit to purchase or sell the 
investment. All investments are designated upon initial recognition as held at fair value, and are measured at subsequent reporting 
dates at fair value, which is either the market bid price or the last traded price, depending on the convention of the exchange on which 
the investment is quoted. Fair values for unquoted investments, or for investments for which there is only an inactive market, are 
established by taking into account the International Private Equity and Venture Capital Valuation Guidelines as follows:
  (i) Investments which have been made in the last 12 months are valued at cost in the absence of overriding factors;
  (ii) Investments in companies at an early stage of development are also valued at cost in the absence of overriding factors;
  (iii)  Where investments have gone beyond the stage in their development in (ii) above, the shares may be valued by having 
regard to a suitable price-earnings ratio to that company’s historical post-tax earnings or the net asset value of the 
investment; and
  (iv)  Where a value is indicated by a material arm’s length market transaction by a third party in the shares of a company, that 
value may be used.
 (iv) Loans and receivables
   Unquoted loan stock is classified as loans and receivables in accordance with IAS39 and carried at amortised cost using 
the Effective Interest Rate method. Movements in both the amortised cost relating to the interest income and in respect of 
capital provisions are reflected in the Statement of Comprehensive Income. Loan stock accrued interest is recognised in the 
Statement of Financial Position as part of the carrying value of the loans and receivables at the end of each reporting period.
(k) Exceptional items 
  The Group presents as exceptional items on the face of the Consolidated Statement of Comprehensive Income those material items 
of income and expense which, because of the nature and expected infrequency of the events giving rise to them, merit separate 
presentation to allow shareholders to understand better the elements of financial performance in the year so as to facilitate 
comparison with prior years and to assess better trends in financial performance. 49
Financial Statements Gresham House plc Report and Accounts 2016 
 
Principal Accounting Policies
for the year ended 31 December 2016 
(l) Intangible assets
 (i)  Goodwill
   Goodwill, representing the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable assets, 
liabilities acquired, is capitalised in the Statement of Financial Position. Following initial recognition, goodwill is stated at cost 
less any accumulated impairment losses.
   Goodwill will be reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the 
carrying value may be impaired. 
 (ii)  Management contracts and client relationships
   Intangible assets, such as management contracts and client relationships acquired as part of a business combination or 
separately, are capitalised where it is probable that future economic benefits attributable to the assets will flow to the Group 
and the fair value of the assets can be measured reliably.
   They are recorded initially at fair value and then amortised, if appropriate, over their useful lives. The fair value at the date 
of acquisition is calculated using discounted cash flow methodology and represents the valuation of the net residual income 
stream arising from the management contracts or distribution agreements in place at the date of acquisition. The management 
contracts and client relationships are included in the Statement of Financial Position as intangible assets. Intangible assets 
with a finite life have no residual value and are amortised on a straight-line basis over their expected useful lives as follows:
  • Client relationships arising on acquisition — 5 years
  • Management contracts arising on acquisition — 1 to 3 years depending on the specific management contract details
  Amortisation methods, useful lives and residual values will be reviewed at each reporting date and adjusted if appropriate.
   At each period end date, reviews are carried out of the carrying amounts of intangible assets to determine whether there is any 
indication that the assets have suffered an impairment loss. If any such indication exists, the recoverable amount, which is the 
higher of value in use and fair value less costs to sell, of the asset is estimated in order to determine the extent, if any, of the 
impairment loss. 
   If the recoverable amount of an asset or cash-generating unit (“CGU”) is estimated to be less than its net carrying amount, the 
net carrying amount of the asset or CGU is reduced to its recoverable amount. Impairment losses are recognised immediately 
in the Statement of Comprehensive Income. The Group assesses at the end of each reporting period whether there is any 
indication that an impairment loss recognised in prior periods may no longer exist or may have decreased. If any such 
indication exists, the Group estimates the recoverable amount of that asset. In assessing whether there is any indication that 
an impairment loss recognised in prior periods for an asset may no longer exist or may have decreased, the Group considers, 
as a minimum, the following indications:
  (a)  Whether the asset’s market value has increased significantly during the period; 
  (b)   Whether any significant changes with a favourable effect on the entity have taken place during the period, or will take 
place in the near future, in the technological, market, economic or legal environment in which the entity operates or in 
the market to which the asset is dedicated; and 
  (c)   Whether market interest rates or other market rates of return on investments have decreased during the period, and 
those decreases are likely to affect the discount rate used in calculating the asset’s value in use and increase the asset’s 
recoverable amount materially.
(m)  Financial instruments
  Financial assets and financial liabilities are recognised on the Consolidated Statement of Financial Position when the Group 
becomes a party to the contractual provisions of the instrument.
  Financial assets and liabilities are offset and the net amount reported in the Consolidated Statement of Financial Position when 
there is a legally enforceable right to settle on a net basis, or realise the asset and liability simultaneously and where the Group 
intends to net settle.
 (i)  Trade and other receivables
   Receivables are short term in nature. Trade and other receivables are recognised and carried at the lower of their invoiced 
value and recoverable amount. Provision is made when there is objective evidence that the Group will not be able to recover 
balances in full. 
 (ii) Cash and cash equivalents
    Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are 
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
 (iii) Non-current receivables
   Deferred receivables are recognised at the discounted value of those receipts. 50
 
Principal Accounting Policies
for the year ended 31 December 2016 
(m)  Financial instruments - continued
  (i v) Di vi dends payab le
  All dividends are recognised in the period in which they are approved by shareholders.
  (v) Bank b orrowi ngs
   All bank loans are initially recognised at cost, being the fair value of the consideration received, less issue costs where 
applicable. After initial recognition, all interest-bearing loans and borrowings are subsequently measured at amortised cost. 
Amortised cost is calculated by taking into account any discount or premium on settlement. Interest costs on loans are charged 
to the Statement of Comprehensive Income as incurred. 
 (vi) Trade and other payables
   Trade payables are not interest-bearing and are stated at their nominal value. Other payables are not interest-bearing and are 
stated at their nominal value as any discounting of expected cash flows is considered to be immaterial.
 (vii) Borrowing costs
   Unless capitalised under IAS 23, Borrowing Costs, all borrowing costs are recognised in the Consolidated Statement of 
Comprehensive Income in the period in which they are incurred. Finance charges, including premiums paid on settlement or 
redemption and direct issue costs and discounts related to borrowings, are accounted for on an accruals basis and charged to 
the Consolidated Statement of Comprehensive Income using the effective interest method.
 (viii) Contingent consideration 
   Contingent consideration arises when settlement of all or any part of the cost of a business combination or other acquisition, 
for example management contract, is deferred. It is stated at fair value at the date of acquisition, which is determined by 
discounting the amount due to present value at that date.
   Estimates are required in respect of the amount of contingent consideration payable on acquisitions, which is determined 
according to formulae agreed at the time of the business combination, and normally related to the future earnings of the 
acquired business. The directors review the amount of contingent consideration likely to become payable at each period end 
date, the major assumption being the level of future profits of the acquired business. Contingent consideration payable is 
discounted to its fair value in accordance with applicable International Financial Reporting Standards.
(n) Pensions
 Payments to personal pension schemes for employees are charged against profits in the year in which they are incurred.
(o)  Share based payments 
  The Group issued equity-settled share based payments to certain directors and employees. Equity-settled share based payments are 
measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value determined 
at the grant date of the equity-settled share based payments is expensed on a straight-line basis over the vesting period, based on 
the Group’s estimate of the shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.
  Fair value is measured using a Black-Scholes option pricing model. The expected life used in the model has been adjusted, based on 
management’s best estimate, for the effect of non-transferability, exercise restrictions and behavioural considerations. 
  A liability equal to the portion of the goods or services received is recognised at the current fair value determined at each period end 
date for cash-settled share based payments.
(p)  Non-controlling interests
  Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. 
Non-controlling interests consist of the amount of those interests at the date of the original business combination and for 
acquisitions post 3 October 2010 following adoption of IAS 27, Consolidated and Separate Financial Statements (Revised 2008), 
the non-controlling interests’ share of changes in equity since the date of the combination. 
  Prior to the adoption of IAS 27 (Revised 2008) losses attributable to non-controlling interests in excess of the non-controlling 
interests’ share in equity were allocated against the interests of the Group except to the extent that the non-controlling interests 
have a binding obligation and is able to make an additional investment to cover such losses. When the subsidiary subsequently 
reports profits, the non-controlling interests do not participate until the Group has recovered all of the losses of the non-controlling 
interests it previously reported. 51
Financial Statements Gresham House plc Report and Accounts 2016 
 
Principal Accounting Policies
for the year ended 31 December 2016 
(q) Critical accounting estimates and judgments 
  The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and 
assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of 
revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, 
event or actions, actual results may ultimately differ from those estimates. The estimates and assumptions that have significant risk of 
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are those used to determine: 
 (i) Consolidation of third party funds managed by the Group;
 (ii) Value of investment properties;
 (iii) Value of investments at fair value through profit and loss; and
 (iv) Impairment in the value of loans.
 Consolidation of third party funds managed by the Group
   When assessing whether the Group controls funds that are managed on behalf of third parties, the Group is required to assess whether 
it has power over these funds; exposure, or rights, to variable returns from its involvement with the fund; and has the ability to use its 
power over the funds to affect the amount of the Group’s returns. This can also be considered when the Group is acting in its capacity 
as agent or principal. An agent is acting on behalf of third party investors, whereas a principal is acting for its own benefit. 
  IFRS 10 provides guidance for considering the assessment of whether fund managers are acting as agent or principal, and therefore 
whether the Group should consolidate the funds that it manages or not. The key considerations when assessing this are decision 
making authority of the fund manager, rights held by third parties, remuneration and exposure to returns. The following provides 
further detail on the directors’ assessment of control over the funds that are managed by Gresham House Asset Management Limited 
(“GHAM”), the FCA regulated entity within the Group.
  Gresham House Strategic Public Equity LP (“SPE LP”) is managed by GHAM, a subsidiary of Gresham House plc. GHAM in its role as 
investment advisor is exposed to variable returns through its management fee, however the Company is not directly invested in SPE 
LP. The limited partners of SPE LP have the ability to remove the manager without cause, one year after the final close of SPE LP on 
obtaining limited partner special consent. The directors’ assessment indicates that GHAM is acting as agent for SPE LP and therefore 
should not consolidate SPE LP. 
  Gresham House Forestry Fund LP (“GHF LP”) is managed by GHAM. GHAM is exposed to variable returns through its management 
fee and acquisition fees, as well as the Company’s limited partnership interest in Gresham House Forestry Friends and Family LP 
(“GHFF”), a vehicle which in turn is a limited partner in GHF LP. 
  The limited partners of GHF LP have the ability to remove the manager without cause, one year after the final close of GHF LP on 
obtaining limited partner special consent. There are a number of limited partners that would be required to co-ordinate to remove the 
manager. The directors’ assessment of this right indicates that the manager is acting as agent for GHF LP and therefore should not 
consolidate GHF LP.
  The directors’ assessment of GHFF however indicates that it is in a controlling position and therefore should consolidate this in the 
Group financial statements.
  Gresham House Strategic plc (“GHS”) is managed by GHAM and the Company also holds 19.2% of the ordinary share capital as at 31 
December 2016. The directors consider that the Company exercises significant influence over GHS, but not control, through its holding 
and the investment management agreement in place with GHAM. GHS has therefore been classified as an associate.
  Value of investment properties
  The value of investment properties investments is based on independent third party valuations. These valuations are based on 
the investment method of valuation. This approach involves applying market-derived capitalisation yields to current and market-
derived future income streams with appropriate adjustments for income voids arising from vacancies or rent free periods. These 
capitalisation yields and future income streams are derived from comparable property and leasing:
  (i)  transactions are considered to be the key inputs in the valuation. Other factors that are taken into account in the valuations 
include the tenure of the property, tenancy details and ground and structural conditions; and
 (ii)  The fair value of consideration paid has been derived by applying appropriate discount rates to the consideration paid at 
the time of acquisition. In respect of the contingent consideration, fair value adjustments have been made to the estimated 
consideration payable and has been adjusted to fair value of the date of acquisition applying appropriate discount factors.
 Value of investments at fair value through profit and loss
  The investments which are held at fair value through profit and loss in unquoted companies require judgement to be exercised, with 
reference to the valuation policy and International Private Equity Valuation guideline. 
 Impairment in the value of loans
  Impairment reviews of the loans held by the Group require a careful assessment of the performance and financial position of the 
company involved from the best information that is available. This assessment requires the exercise of judgement to conclude 
whether an impairment is appropriate to the loans held by the Group.  52
 
Notes to the Accounts
for the year ended 31 December 2016 
1. Income
2016
£’000
2015
£’000
Asset management income
Fund management income 1,082 127
Forestry management income 2,120 206
3,202 333
Income from investments
Rental income 741 746
Dividend income –  Listed UK 7 48
Interest receivable: Banks 4 40
   Other 238 140
990 974
Other operating income
Reversal of provision against loans 5 -
Management fees receivable 67 51
72 51
Total income 4,264 1,358
Total income comprises 3,202 333
Asset management income 741 746
Rental income 7 48
Dividends 242 180
Interest 72 51
Other operating income 4,264 1,358
2  Segmental reporting
For the year ended 31 December 2015, the Group invested in securities and maintained its investment in commercial properties, and 
during the course of the year, the strategy that the new management team had set out started to take shape. 
From August 2015 onwards, the Group’s asset management company, Gresham House Asset Management Limited began to generate fund 
advisory fees and then, upon FCA regulation, fund management fees from its management of Gresham House Strategic plc. In November 
2015, the Group acquired the forestry management business of Aitchesse Limited (now Gresham House Forestry Limited) and generated 
fees from the management of forestry. 
During 2016 the Group continued to grow its Strategic Equity division through the appointment of Gresham House Asset Management 
Limited as investment manager to LMS Capital plc, and the launch of Gresham House Strategic Public Equity LP. The Real Assets division 
also launched the Gresham House Forestry Fund LP in the year.
Accordingly, management reporting is split under the headings “Real Assets”, “Strategic Equity”, “Legacy Property” and “Central”. 
All activity and revenue is derived from operations within the United Kingdom.  53
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
2  Segmental reporting - continued
31 December 2016
Real Assets
£’000
Strategic  
Equity
£’000
Legacy  
Property
£’000
Central
£’000
Consolidated
£’000
Revenue
Asset management income 2,120 1,082 - - 3,202
Income from investments 1 1 741 247 990
Other operating income - - 27 45 72
Total revenue 2,121 1,083 768 292 4,264
Share of associate’s profit - 628 - - 628
Gains and losses on investments at fair value (31) (113) - (3) (147)
Movement in fair value of property investments - - (139) - (139)
Total income and gains 2,090 1,598 629 289 4,606
Segment expenses (1,422) (1,647) (451) (2,229) (5,749)
Finance costs - - - (442) (442)
Adjusted operating profit/(loss) 668 (49) 178 (2,382) (1,585)
Depreciation and amortisation (1,441)
Profit on disposal of tangible fixed assets 8
Movement in fair value of contingent consideration (253)
Movement in fair value of deferred receivable 202
Loss before taxation (3,069)
31 December 2015
Real Assets
£’000
Strategic  
Equity
£’000
Legacy  
Property
£’000
Central
£’000
Consolidated
£’000
Revenue
Asset management income 206 127 - - 333
Income from investments 1 1 747 225 974
Other operating income - - 27 24 51
Total revenue 207 128 774 249 1,358
Gains and losses on investments at fair value - - - (485) (485)
Movement in fair value of property investments - - (744) - (744)
Total income and gains 207 128 30 (236) 129
Segment expenses (138) (531) (459) (1,911) (3,039)
Finance costs - - - (144) (144)
Adjusted operating profit/(loss) 69 (403) (429) (2,291) (3,054)
Exceptional operating expenses (773)
Depreciation and amortisation (10)
Profit on disposal of tangible fixed assets 6
Loss before taxation (3,831) 54
 
Notes to the Accounts
for the year ended 31 December 2016 
2  Segmental reporting - continued
Other information
31 December 2016
Real Assets
£’000
Strategic  
Equity
£’000
Legacy  
Property
£’000
Central
£’000
Consolidated
£’000
Segment assets 2,853 8,914 15,775 8,471 36,013
Segment liabilities (296) (144) (526) (10,423) (11,389)
2,557 8,770 15,249 (1,952) 24,624
Capital expenditure 1,865 581 311 16 2,773
Depreciation and amortisation 1,250 157 5 3 1,415
Non-cash expenses other than depreciation - - - 73 73
31 December 2015
Real Assets
£’000
Strategic  
Equity
£’000
Legacy  
Property
£’000
Central
£’000
Consolidated
£’000
Segment assets 1,154 8,379 17,157 9,199 35,889
Segment liabilities (606) (7) (4,733) (4,717) (10,063)
548 8,372 12,424 4,482 25,826
Capital expenditure 53 6,361 359 - 6,773
Depreciation 1 - 3 - 4
3 Operating costs
Operating costs comprise the following:
2016
£’000
2015
£’000
a) Property outgoings:
Wages and salaries 49 50
Social security costs 6 6
Other operating costs (net of service charges recoverable from tenants of £803,000 (2015: £724,000)) 235 283
290 339
b) Administrative overheads:
Directors’ emoluments (excluding benefits in kind and share based payments) 968 880
Auditor’s remuneration* 106 200
Amortisation 1,364 -
Depreciation 77 10
Profit on disposal of assets (8) (6)
Wages and salaries 2,234 647
Social security costs 428 177
Operating lease rentals – land and buildings 3 24
Share based payments 73 -
Other operating costs 1,647 772
6,892 2,704
Staff costs (including directors’ emoluments) were:
Wages, salaries and fees 3,100 1,577
Social security costs 434 183
Pension costs 151 -
3,685 1,760 55
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
3 Operating costs - continued
* A more detailed analysis of auditor’s remuneration is as follows:
2016
£’000
2015
£’000
Audit fees 106 99
Auditor’s other fees –other services 12 101
118 200
The directors consider the auditor was best placed to provide these other services. The Audit Committee reviews the nature and extent of 
non-audit services to ensure that independence is maintained. 
£12,000 of costs for other services above are pertaining to valuation services relating to the appointment of Gresham House Asset 
Management Limited as investment manager to LMS Capital plc, which have been capitalised in the financial statements.
The average number of persons employed by the Group, including the executive directors, was 26 (2015: 12). The Company has no employees.
The Group has no commitments under operating leases for the current and prior year.
4  Directors’ emoluments
The emoluments of the directors are disclosed in the Remuneration Report on page 33.
The directors are considered to be the Group’s only key management personnel. Employers’ National Insurance Contributions in respect 
of the directors for the year were £137,000 (2015: £89,000).
5  Business combinations during the period 
There were no new business combinations that took place during the year ended 31 December 2016. 
On 20 November 2015, shareholders approved the acquisition of Aitchesse Limited (Aitchesse) in a general meeting. The Group acquired 
100% of the issued share capital of Aitchesse, a Scottish company whose principal activity is the management of forestry. Further details 
on this transaction can be found in the 2015 Annual Report.
6  Finance costs
2016
£’000
2015
£’000
Interest payable on loans and overdrafts 293 137
Finance fees 149 7
442 144 56
 
Notes to the Accounts
for the year ended 31 December 2016 
7  Taxation
2016
£’000
2015
£’000
(a) Analysis of charge in period:
UK Corporation tax at 20% (2015: 20.25%) - -
Overprovision in prior year (33) -
Total tax credit (33) -
(b) Factors affecting tax credit for period:
Loss on ordinary activities before tax multiplied by standard rate of corporation tax in the UK of 20% 
  (2015: 20.25%)
(614) (776)
Tax effect of:
Investment losses not taxable 29 98
Dividend income not taxable (1) (10)
Amortisation not taxable 238 -
Expenses disallowed 69 153
Other gains and losses not taxable (138) -
Movement in losses carried forward 384 535
Actual tax credit (33) -
The Group has unutilised tax losses of approximately £11.2 million (2015: £6.0 million) available against future corporation tax liabilities. 
The potential deferred taxation asset of £2.2 million (2015: £1.2 million) in respect of these losses has not been recognised in these 
financial statements as it is not considered sufficiently probable that the Group will generate sufficient taxable profits from the same trade 
to recover these amounts in full.
8  Earnings per share
(a) Basic and diluted loss per share
2016 2015
Total net loss attributable to equity holders of the parent (£’000) (3,027) (3,807)
Weighted average number of ordinary shares in issue during the period 9,976,412 9,404,614
Basic and diluted loss per share attributable to equity holders of the parent (pence) (30.3) (40.5)
No shares were deemed to have been issued at nil consideration as a result of the shareholder and supporter warrants granted.
The shareholder, supporter warrants and LMS warrants are not dilutive as the exercise price of the warrants is 323.27p which is higher 
than the average market price of ordinary shares during the year (see note 25).
(b)  Adjusted earnings per share
Adjusted earnings per share is based on adjusted loss after tax, where adjusted loss is stated after charging interest but before depreciation, 
amortisation, exceptional items and items relating to previous years. The fair value movement in the contingent consideration payable and 
deferred receivable has also been adjusted for as similar to amortisation, these do not relate to the trading profits of the business.   
Adjusted loss for calculating adjusted earnings per share:
2016
£’000
2015
£’000
Operating loss before taxation for the year (3,069) (3,831)
Add back:
Exceptional operating expenses - 773
Depreciation and amortisation 1,441 10
Profit on disposal of tangible fixed assets (8) (6)
Movement in fair value of deferred consideration 253 -
Other fair value movements (202) -
Adjusted loss before and after tax (1,585) (3,054)
Non-controlling interest 9 24
Adjusted loss after tax attributable to equity holders of the parent (1,576) (3,030)
Adjusted loss per share (pence) (15.8) (32.2) 57
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
9  Dividends
No dividends have been paid or proposed in the year (2015: nil).
10  Investments – Securities
An analysis of total investments is as follows: Group Company
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Listed securities – on the London Stock Exchange - 105 - 105
Securities dealt in under AIM 468 - 468 -
Securities dealt in under NEX Exchange 31 51 31 51
Unlisted securities 2,335 1,412 617 1,412
Closing value at 31 December 2,834 1,568 1,116 1,568
Investments valued at fair value through profit and loss 2,217 157 499 157
Loans and receivables valued at amortised cost 617 1,411 617 1,411
2,834 1,568 1,116 1,568
Group Company
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Opening cost 6,094 6,300 6,094 6,542
Opening net unrealised losses (4,526) (3,345) (4,526) (3,587)
Opening value 1,568 2,955 1,568 2,955
Movements in the year:
Purchases at cost 2,331 6,361 581 6,361
Sales – proceeds (918) (7,263) (918) (7,263)
Sales – realised gains & (losses) on sales (2,942) (26) (2,942) (268)
Net unrealised gains & (losses) 2,795 (459) 2,827 (217)
Closing value 2,834 1,568 1,116 1,568
Closing cost 4,565 6,094 2,815 6,094
Closing net unrealised losses (1,731) (4,526) (1,699) (4,526)
Closing value 2,834 1,568 1,116 1,568
Gains and losses on investments held at fair value Group Company
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Net realised gains & (losses) on disposal (2,942) (26) (2,942) (268)
Net unrealised gains & (losses) 2,795 (459) 2,827 (217)
Net losses on investments (147) (485) (115) (485)
An analysis of investments is as follows: Group Company
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Equity investments 2,217 52 499 52
Fixed income securities - 105 - 105
Unquoted loan stock 617 1,411 617 1,411
2,834 1,568 1,116 1,568
Further information on the measurement of fair value can be found in note 31. 58
 
Notes to the Accounts
for the year ended 31 December 2016 
11  Investment property 
Investment properties have been classified as follows: Group
2016
£’000
2015
£’000
Non-current assets - 9,559
Non-current assets held for sale 9,628 -
9,628 9,559
The orderly disposal of the legacy investment property portfolio has been ongoing in the year to 31 December 2016 and an active sales process 
is underway. These assets are now expected to be realised in the short term and as such have been classified as non-current assets held for sale.
A further analysis of total investment properties is as follows: Group
2016
£’000
2015
£’000
Net book value and valuation
At 1 January 9,559 16,675
Additions during the year – expenditure on existing properties 311 359
Disposals during the year - proceeds (103) (6,731)
Profit / (loss) on disposal of investment properties 103 (158)
Movement in fair value during the year (242) (586)
At 31 December 9,628 9,559
Investment properties are shown at fair value based on current use and any surplus or deficit arising on valuation of property is reflected 
in the Statement of Comprehensive Income. 
All investment properties were valued by Jones Lang LaSalle Limited, Chartered Surveyors, as at 31 December 2016 at a combined total of 
£10 million. These external valuations were carried out on the basis of Market Value in accordance with the latest edition of the Valuation 
Standards published by the Royal Institution of Chartered Surveyors. 
The gross property valuation has been adjusted for the fixed rental uplift as follows:
2016
£’000
2015
£’000
Gross valuation 10,000 9,900
Rent free receivable (372) (341)
9,628 9,559
Operating leases
The future minimum lease payments receivable under non-cancellable operating leases are as follows:
2016
£’000
2015
£’000
Not later than one year 723 657
Between 2 and 5 years 1,271 1,441
Over 5 years 914 682
2,908 2,780
Rental income recognised in the Statement of Comprehensive Income amounted to £741,000 (2015: £746,000).
The commercial leases vary according to the condition of the units let. The commercial units are leased on terms where the tenant has the 
responsibility for repairs and running costs for each individual unit (other than roof repairs in certain circumstances) with a service charge 
payable to cover estate services provided by the landlord.  59
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
11  Investment property - continued
The cost of the above properties as at 31 December 2016 is as follows:
Group
£’000
Brought forward 9,576
Additions during the year 311
9,887
Capital commitments
Capital expenditure contracted for but not provided for in the financial statements for the Group was £118,000 (2015: £16,000) and for 
the Company was nil (2015: nil).
Movement in fair value of investment properties Group
2016
£’000
2015
£’000
Realised gains/(losses) on disposal of investment property 103 (158)
Decrease in fair value (242) (586)
Movement in fair value of investment property (139) (744)
Further information on the measurement of fair value can be found in note 31.
12  Tangible fixed assets
Group 2016 2015
Office  
equipment
£’000
Motor  
vehicles
£’000
Leasehold 
property
£’000
Total
£’000
Motor  
vehicles
£’000
Leasehold 
property
£’000
Total
£’000
Cost
As at 1 January - 154 10 164 - - -
Additions 16 115 - 131 98 - 98
Additions on acquisition of subsidiary - - - - 92 10 102
Disposals during the year - (32) - (32) (36) - (36)
As at 31 December 16 237 10 263 154 10 164
Depreciation
As at 1 January - 10 - 10 - - -
Charge for the year 3 73 1 77 10 - 10
Disposals during the year - (3) - (3) - - -
As at 31 December 3 80 1 84 10 - 10
Net book value as at 31 December 13 157 9 179 144 10 154 60
 
Notes to the Accounts
for the year ended 31 December 2016 
12  Tangible fixed assets - continued
Company
2016
Office  
equipment
£’000
2015
Office  
equipment
£’000
Cost
As at 1 January - -
Additions 16 -
As at 31 December 16 -
Depreciation
As at 1 January - -
Charge for the year 3 -
As at 31 December 3 -
Net book value as at 31 December 13 -
13  Intangible assets
Group 2016 2015
Goodwill
£’000
Customer 
 relationships
£’000
Contracts
£’000
Total
£’000
Goodwill
£’000
Customer 
 relationships
£’000
Contracts
£’000
Total
£’000
Cost
As at 1 January 2016 2,942 3,072 574 6,588 - - - -
Additions - - 1,406 1,406 2,942 3,072 574 6,588
As at 31 December 2016 2,942 3,072 1,980 7,994 2,942 3,072 574 6,588
Amortisation
As at 1 January 2016 - - - - - - - -
Charge for the year - 615 749 1,364 - - - -
As at 31 December 2016 - 615 749 1,364 - - - -
Net book value as at 31 December 2,942 2,457 1,231 6,630 2,942 3,072 574 6,588
On 16 August 2016, Gresham House Asset Management (“GHAM”) was appointed the investment manager of LMS Capital plc (“LMS”). The 
Company issued a first tranche of 332,484 new ordinary shares to LMS with a value of £1 million on 16 August 2016 and will issue a second 
tranche of new ordinary shares on the second anniversary of the appointment up to a value of £1.25 million subject to certain performance 
conditions. The fair value of the contract at 16 August 2016 was estimated at £1,258,000, with a further £148,000 of associated acquisition 
costs and has been recorded as an addition to contracts in the period and will be amortised over the contract’s useful life of three years.  61
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
13  Intangible assets - continued
Contingent consideration 
The second tranche issue of new ordinary shares will depend on the following: 
•  LMS extending the term of the portfolio management agreement for two years following the second anniversary of appointment on 
16 August 2016; 
• There being no material changes to the terms of the portfolio management agreement; and 
• LMS undertaking not to return capital to shareholders during the two year period following the second anniversary of appointment. 
The value of the second tranche will be calculated by the Net Asset Value (“NAV”) of the portfolio on the second anniversary of appointment: 
• If the NAV is below £67.5 million, no shares will be issued; 
•  If the NAV is between £70.0 million and £80.0 million, the value of the second tranche shares will be between £500,000 and  
£1 million calculated on a straight line basis; 
•  If the NAV is between £80.0 million and £85.0 million, the value of the second tranche shares will be between £1 million and £1.25 million 
calculated on a straight line basis; and 
• If the NAV is above £85.0 million the maximum value of shares issued will be capped at £1.25 million. 
Fair value 
The fair value of the contract has been estimated using an equal weighting of three scenarios. The estimated cash flows in each case has 
been valued at a discount of 15%. This resulted in fair value of £1,258,000, with a contingent consideration of £258,000, which has been 
included in non-current liabilities as deferred consideration, note 23. 
The Company also issued 909,908 LMS Warrants to LMS on 14 October 2016, details are included in note 25. 
GHAM will receive an annual management fee of: 
• 1.5% of the average NAV of LMS for an NAV of up to £100 million; 
• 1.25% of the average NAV of LMS for an NAV of between £100 million and £150 million; 
• 1.0% of the average NAV of LMS for an NAV of greater than £150 million 
GHAM will also receive a performance fee of 15% on the gain in NAV of new investments made since being appointed the investment 
manager of LMS, subject to a hurdle rate of 8%. 
14  Non current assets – long term receivables
On 22 September 2015, the sale of 25.8 acres of the site at Newton-le-Willows to Persimmon Homes Limited (“Persimmon”) was 
completed. An initial payment of £944,610 was received with a further payment of £937,252 received during the year and the balance of 
the consideration, at fair value, will be receivable in three tranches as follows:
£’000
On 22 March 2017 – included within current assets 1,139
On 22 March 2018 2,020
On 22 March 2019 2,021
5,180
The total cash value of the deferred receipts is £5,368,000, though this has been designated at fair value through the Statement of 
Comprehensive Income
The discount rate applied was 2.49% (2015: 2.77%) being the average rate of borrowing on Persimmon’s debt facilities.
Long term receivables consist of the following:  Group
2016
£’000
2015
£’000
Deferred receivables 4,041 5,916
Other debtors 54 -
4,095 5,916 62
 
Notes to the Accounts
for the year ended 31 December 2016 
15  Investments in subsidiaries
Subsidiary undertakings Company
2016
£’000
2015
£’000
At 1 January 2,822 322
Additions 16,544 2,500
Disposals (3,074) -
At 31 December 16,292 2,822
During the year the Group put in place a reorganisation of its subsidiaries.
Under the reorganisation, Gresham House Holdings Limited (“GHHL”) became an intermediate holding company between Gresham 
House plc and the subsidiaries of the Group.
As a part of the reorganisation, intercompany balances within the Group were rationalised and balances of £15,294,000 were capitalised.
The subsidiary undertakings of Gresham House plc are as follows:
Held by  
Company 
%
Held by  
other Group 
companies
% Country of incorporation and registered office
Chartermet Limited - 75 5 New Street Square, London EC4A 3TW, England
Deacon Commercial Development and Finance Limited - 100 5 New Street Square, London EC4A 3TW, England
Deacon Knowsley Limited - 75 5 New Street Square, London EC4A 3TW, England
Gresham House Asset Management Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House Capital Partners Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House EIS Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House Finance Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House Forestry Limited - 100 Riverview House, Friarton Road, Perth, PH2 8DF, Scotland
Gresham House Forestry Friends and Family LP 71.4 - Riverview House, Friarton Road, Perth, PH2 8DF, Scotland
Gresham House (General Partner) Limited - 100 Riverview House, Friarton Road, Perth, PH2 8DF, Scotland
Gresham House GP LLP - 100 Riverview House, Friarton Road, Perth, PH2 8DF, Scotland
Gresham House Holdings Limited 100 - 5 New Street Square, London EC4A 3TW, England
Gresham House Investment Management Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House Investment Management (Guernsey) Limited - 100 Dorey Court, Admiral Park, St Peter Port, GY1 2HT, Guernsey
Gresham House Investors Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House Private Capital Solutions Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House Private Equity Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House Private Wealth Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House Real Assets Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House Services Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House Smaller Companies Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House SPE Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House Special Situations Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House Value Limited - 100 5 New Street Square, London EC4A 3TW, England
Gresham House VCT Limited - 100 5 New Street Square, London EC4A 3TW, England
Knowsley Industrial Property Limited - 100 5 New Street Square, London EC4A 3TW, England
New Capital Developments Limited - 75 5 New Street Square, London EC4A 3TW, England
New Capital Holdings Limited - 75 5 New Street Square, London EC4A 3TW, England
Newton Estate Limited - 100 5 New Street Square, London EC4A 3TW, England
Security Change Limited - 100 5 New Street Square, London EC4A 3TW, England
Watlington Investments Limited - 100 5 New Street Square, London EC4A 3TW, England
Wolden Estates Limited - 100 5 New Street Square, London EC4A 3TW, England 63
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
16 Investment in associate 
The Board believe that Gresham House plc exercises significant influence over Gresham House Strategic plc (“GHS”), but not control, 
through its 19.2% equity investment as well as the investment management agreement between GHAM and GHS. 
Group
2016
£’000
2015
£’000
Investment in associate 5,902 5,902
Share of associate’s profit 628 -
6,530 5,902
The latest published financial information of GHS was the unaudited interim results for the six months to 30 September 2016. The assets 
and liabilities at that date are shown below:
2016
£’000
2015
£’000
Non current assets 25,233 19,348
Current assets 14,886 17,208
Current liabilities (224) (156)
Net assets 39,895 36,400
The GHS group unaudited statement of comprehensive income noted realised and unrealised gains from continuing operations on 
investments at fair value through profit and loss of £3,733,000 and revenues of £171,000 for the six months ended 30 September 2016.
The registered office of GHS is 77 Kingsway, London, WC2B 5SR.
17 Trade receivables
Group Company
Amounts receivable within one year:
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Trade receivables 1,259 665 - -
Less allowance for credit losses - - - -
1,259 665 - -
Allowances for credit losses on trade receivables:
Allowances as at 1 January - 4 - -
Changes during the year released to Statement of Comprehensive Income:
- allowances reversed - (4) - -
Allowances as at 31 December - - - -
Trade receivables are assessed for impairment when older than 90 days. As at 31 December 2016, trade receivables of £20,000 (2015: 
£73,000) were past due but not impaired. The ageing analysis of these trade receivables is as follows:
Group Company
2016
£’000
2015
£’000
2016
£’000
2015
£’000
1-3 months - 69 - -
3-6 months 20 1 - -
More than 6 months - 3 - -
20 73 - -
As at 31 December 2016 trade receivables of £nil (2015: £nil) were impaired and provided for. 
The main credit risk represents the possibility of tenants defaulting in their rental commitments. This risk is mitigated by regular 
monitoring of the financial covenant strength of the tenant base, together with regular meetings with the tenants. 64
 
Notes to the Accounts
for the year ended 31 December 2016 
18 Other current assets
Group Company
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Amounts owed by Group undertakings - - 9,734 11,568
- - 9,734 11,568
19 Trade and other payables
Group Company
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Trade creditors 225 265 - -
Other creditors 332 1,913 14 53
Short term loan notes - 667 - 667
Accruals 1,672 1,545 73 715
2,229 4,390 87 1,435
20  Short term borrowings
Group Company
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Bank loans – within current liabilities (note 22) 1,015 2,850 1,015 -
Amounts owed to Group undertakings - - 362 26
1,015 2,850 1,377 26
21  Deferred taxation
Under International Accounting Standards (“IAS”) 12 (Income Taxes) provision is made for the deferred tax liability associated with the 
revaluation of property investments. 
The deferred tax provision on the revaluation of property investments calculated under IAS 12 is £nil at 31 December 2016 (2015: £nil) 
due to the availability of losses and indexation allowances.
22  Long term borrowings
Group Company
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Bank loans 4,881 - 4,881 -
4,881 - 4,881 -
On 12 April 2016, the Company signed a £7.0 million banking facility agreement with Kleinwort Benson Bank Limited (“the facility”). 
The facility is secured against the Group’s property assets and the deferred receivable from the sale of the Newton-le-Willows site to 
Persimmon in September 2015.  
The facility is repayable in three tranches to match the deferred receivable due from Persimmon over a three year period: 
• £1,154,000 on 22 March 2017 (£937,000 repaid on 5 October 2016) 
• £2,092,000 on 22 March 2018 
• £2,817,000 on 22 March 2019 
The interest payable on the facility is LIBOR plus 4.5%.  65
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
23  Non-current liabilities – other creditors 
Group Company
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Contingent consideration 3,237 2,726 258 -
Other creditors 27 31 - -
3,264 2,757 258 -
Contingent consideration 
Contingent consideration will be payable if Gresham House Forestry (“GHF”) achieves certain EBITDA targets. The amount of additional 
consideration payable shall increase on a sliding scale depending on the EBITDA achieved in the period to 22 February 2018. The 
contingent consideration shall be payable if GHF achieves EBITDA between a range of £1,733,333 and £3,466,666 with the full £3,697,237 
of additional consideration being payable if EBITDA of £3,466,666 or more is achieved and no additional consideration being payable if 
EBITDA of less than £1,733,333 is achieved. 
In the event of the target being achieved, the Company is obliged to issue a further 736,074 shares to the vendors. The fair value of the 
contingent consideration has been based on the mid-market share price on 23 November 2015, the date of the acquisition of GHF, at 
357.5p per share. The directors, having carefully reviewed the future business prospects of GHF, believe that the maximum contingent 
consideration will be achieved. 
The additional consideration shall be satisfied by: 
• the payment of up to £1,500,055 in cash to the sellers; and 
• the issue of up to 736,074 new ordinary shares to the vendors. 
Fair value
The fair value of the contingent consideration is estimated using an income approach based on a discount assuming a maximum pay-out of 
the contingent consideration as anticipated by the Board, supported by forecasts of the trading of GHF in the period to 22 February 2018.
Contingent cash payable has been valued at a discount of 13.5%. 
The entire amount of the contingent consideration is recognised as a financial liability and is measured at fair value through comprehensive 
income at each reporting date.
The minimum contingent consideration is £nil. 
The contingent consideration for the second tranche payment of the LMS contract has a fair value of £258k. Further details of the LMS 
contract are included in note 13.
 24 Share capital
Share Capital
2016
£’000
2015
£’000
Allotted: Ordinary – 10,185,487 (2015: 9,851,041) fully paid shares of 25p each 2,546 2,463
On 16 August 2016 the Company issued 332,484 new ordinary shares at a price of 300.77p per share as part of the consideration for 
the appointment of Gresham House Asset Management Limited as the investment manager to LMS Capital plc. Additionally, 1,962 
shareholder warrants were exercised during the year at a price of 323.27p.
25 Share warrants
Group 2016 2015
Shareholder 
warrants
Supporter 
warrants
LMS  
warrants
Total  
warrants 
Shareholder 
warrants
Supporter 
warrants
Total  
warrants 
Balance at 1 January 1,073,775 850,000 - 1,923,775 1,073,904 850,000 1,923,904
Warrants granted during the year - - 909,908 909,908 - - -
Warrants exercised during the year (1,962) - - (1,962) (129) - (129)
As at 31 December 1,071,813 850,000 909,908 2,831,721 1,073,775 850,000 1,923,775 66
 
Notes to the Accounts
for the year ended 31 December 2016 
25 Share warrants - continued
Shareholder warrants
On 1 December 2014 the Company issued 1,073,904 shareholder warrants to existing shareholders as at the close of business on 28 
November 2014 on a 1:5 basis, such warrants having been admitted to trading on AIM. Shareholder warrants are freely transferable, are 
exercisable at any time between 1 January 2015 and 31 December 2019 at an exercise price of 323.27p per ordinary share and are subject 
to the terms of the shareholder warrant instrument dated 7 October 2014.
Supporter warrants
On 1 December 2014 the Company issued 850,000 supporter warrants to the new directors and certain members of the Investment 
Committee and Advisory Group at a price of 7.5p per warrant. Supporter warrants have the same entitlements as the shareholder 
warrants save that (i) they are not freely transferable (such supporter warrants only being transferable to certain family members, trusts 
or companies connected with the relevant warrant holder) and accordingly not quoted on AIM; (ii) are not exercisable until 1 December 
2015; and (iii) are subject to the terms of the supporter warrant instrument dated 7 October 2014. 
LMS warrants
On 14 October 2016 the Company issued 909,908 LMS warrants to LMS Capital plc (“LMS”). The LMS warrants entitle LMS to exercise one 
LMS warrant for one ordinary share in the Company from 14 October to 30 June 2018 at an exercise price of 323.27 pence per ordinary share. 
LMS paid a warrant purchase price of 28 pence per LMS warrant, totalling £255,000. The LMS warrants are not transferrable, unless consent 
of the Board of the Company has been provided and were issued in accordance with the LMS Warrant Instrument dated 14 October 2016. 
There were no warrants issued in the 2015. During the year, 1,962 shareholder warrants were converted into ordinary shares resulting in 
the issue of 1,962 new ordinary shares (2015: 129).
26 Share based payments
Long term incentive plan  
Following approval from shareholders at the General Meeting of the company on 20 November 2015, the directors implemented a long term 
incentive plan (“plan”) to incentivise the management team as well as align their interests with those of shareholders on 28 July 2016 through 
enhancing shareholder value.
For the purposes of the plan, “shareholder value” is the difference between the market capitalisation of the Company at the point in time that 
any assessment is made and the sum of: 
(i)    the market capitalisation of the Company a) at 1 December 2014 for first awards made to management who joined the Company before 
30 September 2015 (“old joiners”) and b) at the date of award in all other cases (”new joiners”); and 
(ii)  the aggregate value (at the subscription price) of all ordinary shares issued thereafter and up to the point in time that any assessment is 
made, in each case adjusted for dividends and capital returns to Shareholders and/or issue of new shares.
The beneficiaries of the plan, will in aggregate be entitled to an amount of up to 13.8% of shareholder value created, subject to performance 
criteria set out below. Individual participation in the shareholder value created will be determined by the Remuneration Committee. 
There will be certain hurdles the Company’s share price has to achieve before an award vests. 
In the event that the Company achieves an average mid-market closing price equal to compound growth at 7% per annum for a period of 10 
consecutive dealing days in the period after 1 December 2016 for first awards to management who joined the Company before 30 September 
2015 and from the second anniversary of the date of award in all other cases, 50% of the award will vest. 
In the event that the share price of the Company outperforms the FTSE All Share Index in the period after 1 December 2016, and from the 
second anniversary of the date of the award in all other cases, 50% of the award shall vest. 
Each award will require a minimum term of employment of three years and awards will be made to current management and new joiners at 
the Company’s discretion. 
IFRS 2: Share Based Payments sets out the criteria for an equity settled share based payment, which has market performance conditions. 
The plan meets these criteria and should therefore be recognised at award as fair value and amortised over the vesting period of two years.  
A total award of 1,000 A shares in Gresham House Holdings Limited was made on 28 July 2016 and all of these were outstanding as at 31 
December 2016 and are not exercisable until the end of the vesting period. The weighted average time to vesting is 14 months. There is no 
amount payable by the beneficiaries on exercise. 
Fair value
The fair value of the award has been determined using an expected returns model, which is based on a number of scenarios and probabilities 
of the Company’s performance for the period when the awards may be exercised. The assumptions in the model have estimated the 
shareholder value created and applied discounts for liquidity and likelihood of exercise by participants. The weighted average valuation of 
the Company has been used to calculate the expected shareholder value created and consequently the value of the plan. The fair value of 
the plan at award was £155,000 (£155 per share), which will be amortised over the two year vesting period.  67
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
27 Reserves
Group 2016 2015
Share  
premium 
account
£’000
Share  
warrant 
reserve
£’000
Retained 
reserves 
£’000
Share premium 
account
£’000
Share warrant 
reserve
£’000
Retained 
reserves 
£’000
Balance at 1 January 1,688 64 21,611 12,508 64 12,934
Loss and total comprehensive income - - (3,027) - - (3,807)
Transfer of non-controlling interest deficit - - - - - (24)
Issue of shares 923 - - 1,688 - -
Issue of warrants - 255 - - - -
Cancellation of share premium - - - (12,508) - 12,508
Share based payments - - 73 - - -
As at 31 December 2,611 319 18,657 1,688 64 21,611
Company 2016 2015
Share  
premium 
account
£’000
Share  
warrant 
reserve
£’000
Retained 
reserves 
£’000
Share premium 
account
£’000
Share warrant 
reserve
£’000
Retained 
reserves 
£’000
Balance at 1 January 1,688 64 16,939 12,508 64 6,946
Loss and total comprehensive income - - (786) - - (2,515)
Issue of shares 923 - - 1,688 - -
Issue of warrants - 255 - - - -
Cancellation of share premium - - - (12,508) - 12,508
Share based payments - - - - - -
As at 31 December 2,611 319 16,153 1,688 64 16,939
Non-controlling interest:
2016 
£’000
2015 
£’000
Balance as at 1 January - -
Interest in trading result for the year 56 51
Interest in investments - securities 500 -
Interest in movement in investment property for the year (65) (75)
Transfer deficit balance - 24
491 -
On 4 February 2015, the High Court approved the cancellation of the Company’s share premium account (the “Cancellation”). As a 
consequence of the Cancellation, £12,508,000 standing to the credit of the Company’s share premium account was cancelled. This will 
facilitate any share buyback or payment of dividends that the Board of the Company may in the future approve by creating a reserve of an 
equivalent amount that, subject to certain creditor protection undertakings, will form part of a distributable reserve. The Cancellation had 
no effect on the overall net asset position of the Company. 68
 
Notes to the Accounts
for the year ended 31 December 2016 
28  Net asset value per share
Basic and diluted
2016 2015
Equity attributable to holders of the parent (£’000) 24,133 25,826
Number of ordinary shares in issue at the end of the period 10,185,487 9,851,041
Basic and diluted net asset value per share (pence) 236.9 262.2
No shares were deemed to have been issued at nil consideration as a result of shareholder and supporter warrants granted.
The shareholder, supporter and LMS warrants are not dilutive as the exercise price of the warrants is 323.27p which is higher than the 
average market price of ordinary shares during the year.
The movement during the year of the assets attributable to ordinary shares were as follows: 
£’000
Total net assets attributable at 1 January 2016 25,826
Total recognised losses for the year (3,027)
Share warrants issued 255
Share based payments 73
Issue of shares 1,006
Total net assets attributable at 31 December 2016 24,133
29  Reconciliation of operating profit to operating cash flows
Group Company
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Net loss after exceptional items (3,360) (2,602) (2,086) (2,181)
Interest payable 293 137 260 -
Depreciation 77 10 3 -
Profit on disposal of tangible fixed assets (8) (6) - -
Amortisation 1,364 - - -
Share based payments 72 - - -
Intercompany loans waived - - 2,000 -
(1,562) (2,461) 177 (2,181)
Increase in long term receivables (54) - - -
(Increase) / decrease in current assets (430) (343) 164 136
(Decrease) / increase in current liabilities (1,291) 778 (747) 698
(3,337) (2,026) (406) (1,347)
30 Financial instruments
The Group consists of the Company and subsidiary undertakings whose principal activities are asset management, forestry management 
and property investment
The Group’s financial instruments, which are held in accordance with the Group’s objectives and policies, comprise:
(i)  securities consisting of listed and unlisted equity shares;
(ii)  a secondary portfolio of listed and unlisted fixed income securities;
(iii) cash, liquid resources and short term debtors and creditors that arise directly from its operational activities; and
(iv) short term and long term borrowings. 69
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
30 Financial instruments - continued
As at 31 December 2016 the following categories of financial instruments were held by:-
Group 2016 2015
Financial assets per Statement of Financial Position
Loans and  
receivables
£’000
Assets at fair 
value through 
comprehensive 
income 
£’000
Loans and 
 receivables
£’000
Assets at fair  
value through  
comprehensive 
income  
 £’000
Investments – securities 617 2,217 1,411 157
Trade and other receivables – current and non-current 1,259 5,180 665 5,916
Accrued income 387 - 454 -
Cash and cash equivalents 2,802 - 4,390 -
5,065 7,397 6,920 6,073
2016 2015
Financial liabilities per Statement of Financial Position
Other financial 
liabilities
£’000
Liabilities at fair 
value through 
comprehensive 
income 
£’000
Other financial 
liabilities
£’000
Liabilities at fair 
value through  
comprehensive 
income  
 £’000
Trade and other payables – short term* 2,229 - 4,390 -
Bank loans – short & long term 5,896 - 2,850 -
Other creditors – long term 27 3,237 31 2,726
8,152 3,237 7,271 2,726
* £245,000 (2015: £1,765,000) of corporation tax, PAYE and VAT payable is included within trade and other payables.
Company 2016 2015
Financial assets per Statement of Financial Position
Loans and  
receivables
£’000
Assets at fair 
value through 
comprehensive 
income 
£’000
Loans and 
 receivables
£’000
Assets at fair  
value through  
comprehensive 
income  
 £’000
Investments – securities 617 499 1,411 157
Accrued income 219 - 383 -
Amounts owed by Group undertakings 9,734 - 11,568 -
Cash and cash equivalents 858 - 372 -
11,428 499 13,734 157
2016 2015
Financial liabilities per Statement of Financial Position
Other financial 
liabilities
£’000
Liabilities at fair 
value through 
comprehensive 
income 
£’000
Other financial 
liabilities
£’000
Liabilities at fair 
value through  
comprehensive 
income  
 £’000
Trade and other payables – short term 87 - 1,435 -
Other loans – short & long term 6,258 - 26 -
Other creditors – long term - 258 - -
6,345 258 1,461 - 70
 
Notes to the Accounts
for the year ended 31 December 2016 
30 Financial instruments - continued
The carrying value of loans and receivables and other financial liabilities are not materially different to their fair values. The Group’s 
activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The main 
risks to which the Group is exposed are market price risk, credit risk, interest rate risk and liquidity risk. The nature and extent of the 
financial instruments outstanding at the Statement of Financial Position date and the risk management policies employed by the Group 
are summarised below.
Market price risk
Market price risk is the risk that changes in market prices will adversely affect the Group’s income due to a decline in the underlying value 
of assets under management, resulting in lower fees. 
The objective of market price risk management is to manage and control market price exposure, while optimising the return on risk. The 
Group manages strategic equity funds. Forestry assets management fees are not linked directly to market prices.
Market price risk arises from uncertainty about the future prices of financial instruments held within the Group’s portfolio. It represents 
the potential loss that the Group might suffer through holding market positions in the face of market movements. The investments in 
equity and fixed interest stocks of unquoted companies are not traded and as such the prices are more uncertain than those of more widely 
traded securities.
Unquoted investments are valued as per accounting policy (j) in these financial statements. Regular reviews of the financial results, 
combined with close contact with the management of these investments, provides sufficient information to support these valuations.
Credit risk
Credit risk is the risk that the counterparty will fail to discharge an obligation or commitment that it has entered into with the Group.
The Group’s maximum exposure to credit risk is:
2016
£’000
2015
£’000
Loan stock investments 617 1,411
Trade and other receivables – long term 5,180 5,916
Trade and other receivables – short term 1,259 665
Accrued income 387 454
Cash and cash equivalents 2,802 4,390
10,245 12,836
The Group has an exposure to credit risk in respect of both loan stock investments and other loans, most of which have no security 
attached to them, or where they do, such security will rank after any bank debt. The Company’s exposure to credit risk is restricted to 
investments, cash and cash equivalents, other loans, amounts owed by Group undertakings and accrued income totalling £11,428,000 
(2015: £13,734,000).
Cash and cash equivalents consist of cash in hand and balances with banks. To reduce the risk of counterparty default the Group deposits 
its surplus funds in approved high quality banks. 
The following table shows the maturity of the loan stock investments and other loans referred to above:
(a) Loan stock investments
2016
£’000
2015
£’000
Repayable within:-  1 year 151 -
  1-2 years 466 945
  2-3 years - -
  3-4 years - 466
  4-5 years - -
617 1,411
As at 31 December 2016 loan stock investments totalling £340,000 (2015: £423,000) were impaired and provided for.
As at 31 December 2016 other loans totalling £155,000 (2015: £196,000) were impaired and provided for. 71
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
30 Financial instruments - continued
There is potentially a risk whereby a counter party fails to deliver securities which the Company has paid for, or pay for securities which the 
Company has delivered. This risk is considered to be small as where the transaction is in respect of quoted investments the Company uses 
brokers with a high credit quality and where the transaction is in respect of unquoted investments, these are conducted through solicitors 
to ensure that payment matches delivery.
Interest rate risk
The Group’s fixed and floating interest rate securities, its equity, preference equity investments and loans and net revenue may be affected 
by interest rate movements. Investments in small businesses are relatively high risk investments which are sensitive to interest rate 
fluctuations.
The Group’s assets include fixed and floating rate interest instruments as detailed below. The Group is exposed to interest rate movements 
on its floating rate liabilities.
The interest rate exposure profile of the Group’s financial assets and liabilities as at 31 December 2016 and 2015 were:
Group
As at 31 December 2016
Non interest 
bearing assets/ 
liabilities
£’000
Fixed rate  
assets
£’000
Floating rate 
assets
£’000
Fixed rate 
liabilities 
£’000
Floating rate 
liabilities 
£’000
Net total
£’000
Investments - securities 2,217 617 - - - 2,834
Cash - - 2,802 - - 2,802
Trade and other receivables 1,259 - - - - 1,259
Accrued income 387 - - - - 387
Creditors
– falling due within 1 year (2,229) - - - (1,015) (3,244)
– falling due after 1 year (3,237) - - (27) (4,881) (8,145)
(1,603) 617 2,802 (27) (5,896) (4,107)
As at 31 December 2015
Non interest 
bearing assets/ 
liabilities
£’000
Fixed rate  
assets
£’000
Floating rate 
assets
£’000
Fixed rate 
liabilities
£’000
Floating rate 
liabilities
£’000
Net total
£’000
Investments - securities 52 1,516 - - - 1,568
Cash - - 4,390 - - 4,390
Trade and other receivables 665 - - - - 665
Accrued income 454 - - - - 454
Creditors
– falling due within 1 year (3,723) - - (667) (2,850) (7,240)
– falling due after 1 year (2,726) - - (31) - (2,757)
(5,278) 1,516 4,390 (698) (2,850) (2,920)
Non interest bearing assets comprise the portfolio of ordinary shares, dealing securities and non interest bearing loans.
Fixed rate assets comprise preference shares, fixed rate loans, unsecured loans and loans repayable on demand, with a weighted average 
interest rate of 10.0% (2015: 9.9%). 
Floating rate assets and floating rate liability loans are subject to interest rates which are based on LIBOR and bank base rates.
Fixed rate liabilities include hire purchase contracts and short term loan notes.
The Group is not materially exposed to currency risk as its assets and liabilities are substantially denominated in sterling. 72
 
Notes to the Accounts
for the year ended 31 December 2016 
30 Financial instruments - continued
The interest rate exposure profile of the Company’s financial assets and liabilities as at 31 December 2016 and 2015 were:
Company
As at 31 December 2016
Non interest 
bearing assets/ 
liabilities
£’000
Fixed rate  
assets
£’000
Floating rate 
assets
£’000
Fixed rate 
liabilities
£’000
Floating rate 
liabilities
£’000
Net total
£’000
Investments - securities 499 617 - - - 1,116
Cash - - 858 - - 858
Accrued income 219 - - - - 219
Owed by Group undertakings 9,734 - - - - 9,734
Creditors
– falling due within 1 year (87) - - - (1,105) (1,192)
– falling due after 1 year (258) - - - (4,881) (5,139)
10,107 617 858 - (5,986) 5,596
As at 31 December 2015
Non interest 
bearing assets/ 
liabilities
£’000
Fixed rate  
assets
£’000
Floating rate 
assets
£’000
Fixed rate 
liabilities
£’000
Floating rate 
liabilities
£’000
Net total
£’000
Investments - securities 52 1,516 - - - 1,568
Cash - - 372 - - 372
Accrued income 383 - - - - 383
Owed by Group undertakings 11,568 - - - - 11,568
Creditors
– falling due within 1 year (768) - - (667) - (1,435)
– falling due after 1 year - - - - - -
11,235 1,516 372 (667) - 12,456
Although the Company holds investments that pay interest, the Board does not consider it appropriate to assess the impact of interest rate 
changes upon the value of the investment portfolio as interest rate changes are only one factor affecting market price and the impact is likely to 
be immaterial. However, as the Group has bank borrowings, the section below shows the sensitivity of interest payable to change in interest rates:
2016
Profit and  
net assets
2015
Profit and  
net assets
If interest rates were 0.5% lower with all other variables constant – increase (£’000) 29 14
Increase in earnings and net asset value per ordinary share (pence) 0.30 0.14
If interest rates were 0.5% higher with all other variables constant – decrease (£’000) (29) (14)
Decrease in earnings and net asset value per ordinary share (pence) (0.30) (0.14)
Liquidity risk
The investments in equity investments in NEX Exchange traded companies may be difficult to realise at their carrying value, particularly 
if the investment represents a significant holding in the investee company. Similarly, investments in equity and fixed interest stocks of 
unquoted companies that the Company holds are only traded infrequently. They are not readily realisable and may not be realised at their 
carrying value where there are no willing purchasers.
The Group aims to hold sufficient cash to be able to provide loan interest and quarterly capital repayment cover of at least 6 months.  73
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
30 Financial instruments - continued
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the Statement 
of Financial Position date to the expected maturity date.  The amounts disclosed in the table are the contractual undiscounted cash flows.
As at 31 December 2016
Less than  
1 year
£’000
Between 1  
and 2 years
£’000
Between 2  
and 5 years
£’000
Bank borrowings 1,413 2,264 2,863
Trade payables 225 - -
Accruals 1,672 - -
Contingent consideration - 3,955 -
Other creditors 359 - -
3,669 6,219 2,863
As at 31 December 2015
Less than  
1 year
£’000
Between 1  
and 2 years
£’000
Between 2  
and 5 years
£’000
Bank borrowings 2,890 - -
Trade payables 265 - -
Accruals 1,545 -
Contingent consideration - - 3,697
Short term loan notes 667 - -
Other creditors 1,944 - -
7,311 - 3,697
Capital risk management
The Group manages its capital to ensure that entities within the Group and the Company will be able to continue to trade in an orderly 
fashion whilst maintaining sustainable returns to shareholders.
The capital structure of the Group and Company consist of short and long term borrowings as disclosed in notes 20 and 22, cash and cash 
equivalents and equity attributable to equity shareholders of the Company comprising issued share capital, share premium, share warrant 
reserve and retained reserves as disclosed in notes 24 to 27.  The Board reviews the capital structure of the Group and the Company on a 
regular basis. The financial measures that are subject to review include cash flow projections and the ability to meet capital expenditure 
and other contracted commitments, projected gearing levels and interest covenants although no absolute targets are set for these.
Group Company
2016
£’000
2015
£’000
2016
£’000
2015
£’000
Debt (5,896) (2,850) (5,896) -
Cash and cash equivalents 2,802 4,390 858 372
Net (debt) / cash (3,094) 1,540 (5,038) 372
Net (debt) / cash as a % of net assets (12.6%) 6.0% (23.3%) 1.8% 74
 
Notes to the Accounts
for the year ended 31 December 2016 
31 Fair value measurements
Valuation inputs
IFRS 13 – Fair Value Measurement – requires an entity to classify its financial assets and liabilities held at fair value according to a 
hierarchy that reflects the significance of observable market inputs. The classification of these assets and liabilities is based on the lowest 
level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined below.
Quoted market prices – Level 1
Financial instruments, the valuation of which are determined by reference to unadjusted quoted prices for identical assets or liabilities 
in active markets where the quoted price is readily available, and the price represents actual and regularly occurring market transactions 
on an arm’s length basis. An active market is one in which transactions occur with sufficient volume and frequency to provide pricing 
information on an ongoing basis.
Valuation technique using observable inputs – Level 2
Financial instruments that have been valued using inputs other than quoted prices as described for level 1 but which are observable for the 
asset or liability, either directly or indirectly. 
Valuation technique using significant unobservable inputs – Level 3
Financial instruments, the valuation of which incorporate significant inputs for the asset or liability that are not based on observable 
market data (unobservable inputs). Unobservable inputs are those not readily available in an active market due to market illiquidity or 
complexity of the product. These inputs are generally determined based on observable inputs of a similar nature, historical observations 
on the level of the input or analytical techniques. 
For investment properties the significant unobservable inputs used in the valuation at 31 December 2016 are the estimated rental value 
(“ERV”)  of the properties and the market capitalisation rate (yield). The ERV has been determined by reference to rents currently achieved 
on existing leases and the rents being asked by landlords advertising properties of a similar specification in that geographical region. The 
market capitalisation rate has been determined by reference to actual market transactions for properties in that region, with adjustment 
made to reflect the particular characteristics of that property. A decrease in the ERV or an increase in the market capitalisation rate will 
decrease the fair value of the investment property. Conversely an increase in the ERV or decrease in the market capitalisation rate will 
increase the fair value.
For investments in securities, which includes early-stage private equity investments, the significant unobservable inputs used include cash 
flow forecasts and discount rates. An increase in the discount rate applied will decrease the fair value of the investment whereas a decrease 
in the rate will increase the fair value. No reasonable foreseeable changes to significant unobservable inputs will result in a material impact 
to profit and loss or equity.
The valuation techniques used by the Company for level 3 financial assets can be found in accounting policy (j) (iii) and (iv). 
Further details of the securities portfolio can be found in note 10 and of the property portfolio in note 11 of these financial statements.
An analysis of the Group’s and Company’s assets measured at fair value by hierarchy is set out below.
Group 
Financial assets at fair value through profit and loss:
31 December 
2016
£’000
Level 1
£’000
Level 3
£’000
Property investments 9,628 - 9,628
Investments - securities
 - Equities 2,217 499 1,718
Trade and other receivables – long term 5,180 - 5,180
17,025 499 16,526
Financial assets at fair value through profit and loss:
31 December 
2015
£’000
Level 1
£’000
Level 3
£’000
Property investments 9,559 - 9,559
Investments - securities
 - Equities 52 51 1
 - Fixed income 105 105 -
Trade and other receivables – long term 5,916 - 5,916
15,632 156 15,476 75
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
31 Fair value measurements - continued
Company 
Financial assets at fair value through profit and loss:
31 December 
2016
£’000
Level 1
£’000
Level 3
£’000
Investments - securities
 - Equities 499 499 -
499 499 -
Financial assets at fair value through profit and loss:
31 December 
2015
£’000
Level 1
£’000
Level 3
£’000
Investments - securities
 - Equities 52 51 1
 - Fixed income 105 105 -
157 156 1
Set out below is a reconciliation of financial assets measured at fair value based on level 3.
Group 
31 December 2016
Property  
investments
£’000
Investments 
 – securities
£’000
Trade and other 
receivables  
– long term
£’000
Total
£’000
Opening balance 9,559 1 5,916 15,476
Total gains and (losses):
 In Statement of Comprehensive Income (139) - 201 62
Additions 311 1,718 - 2,029
Disposals (103) (1) (937) (1,041)
Closing balance 9,628 1,718 5,180 16,526
Total gains and (losses) for the period included in comprehensive income  
for assets held at the end of the reporting period (242) - 201 (41)
31 December 2015
Property  
investments
£’000
Investments  
– securities
£’000
Trade and other 
receivables  
– long term
£’000
Total
£’000
Opening balance 16,675 441 - 17,116
Total gains and (losses):
 In Statement of Comprehensive Income (744) (440) - (1,184)
Additions 359 - 5,916 6,275
Disposals (6,731) - (6,731)
Closing balance 9,559 1 5,916 15,476
Total gains and (losses) for the period included in comprehensive income  
for assets held at the end of the reporting period (586) (440) - (1,026) 76
 
Notes to the Accounts
for the year ended 31 December 2016 
31 Fair value measurements - continued
Company 
31 December 2016
Investments 
 – securities
£’000
Trading  
securities
£’000
Total
£’000
Opening balance 1 - 1
Disposals (1) - (1)
Closing balance - - -
Total gains or losses for the period included in comprehensive  
income for assets held at the end of the reporting period - - -
31 December 2015
Investments  
– securities
£’000
Trading  
securities
£’000
Total
£’000
Opening balance 441 - 441
Total gains or losses:
 In Statement of Comprehensive Income (440) - (440)
Closing balance 1 - 1
Total gains or losses for the period included in comprehensive 
income for assets held at the end of the reporting period (440) - (440)
The only financial liabilities held at fair value relates to the deferred consideration on the acquisition of Gresham House Forestry Limited 
(formally Aitchesse Limited) and the appointment of Gresham House Asset Management Limited as investment manager to LMS Capital 
plc amounting to £3,237,000. This is measured using level 3 valuation techniques. The only such financial liabilities held at fair value 
within the Company relates to the LMS contingent consideration totalling £258,000.
Price risk sensitivity
Based on values as at 31 December 2016 a 10% movement in the fair values of the Group’s equity and direct property investments would 
be equivalent to a movement of £1,185,000 in both profit and net assets. 77
Financial Statements Gresham House plc Report and Accounts 2016 
 
Notes to the Accounts
for the year ended 31 December 2016 
32 Related party transactions
Group
During the year management fees totalling £542,453 (2015: £126,596) were invoiced to Gresham House Strategic plc (“GHS”), a company 
in which the Group has a 19.2% interest. At the year-end £57,803 (2015: £151,916) was due from GHS.
During the year management fees totalling £479,996 (2015: £nil) were invoiced to LMS Capital plc (“LMS”), a company with a significant 
shareholding in the Company as disclosed in the directors’ report. At the year-end £253,725 (2015: £nil) was due from LMS.
Company
During the year the Company advanced loans totalling £3,098,028 to (2015: received £550,736 from) Security Change Limited. At the 
year-end £3,071,913 was due from (2015: £26,115 owed to) Security Change Limited. No interest was charged during the year (2015: £nil).
During the year the Company received £8,278,600 (2015: £nil) from Gresham House Finance Limited (formally Watlington Investments 
Limited). At the year-end £221,400 (2015: £8,500,000) was owed by Gresham House Finance Limited, against which a provision of £nil 
(2015: £1,629,000) has been made. No interest was charged during the year (2015: £nil).
During the year the Company received £361,460 (2015: £nil) from Gresham House Forestry Limited. At the year-end £361,460 (2015: 
£nil) was owed to Gresham House Forestry Limited. No interest was charged during the year (2015: £nil).
During the year Gresham House plc advanced loans totalling £2,005,085 (2015: £4,321,977) to Gresham House Holdings Limited. At the year-
end £6,327,062 (2015: £4,321,977) was owed by Gresham House Holdings Limited. No interest was charged during the year (2015: £nil).
During the year the Company charged management fees totalling £nil (2015: £397,020) to Gresham House Asset Management Limited. 
At the year end £113,733 (2015: £375,406) was owed by Gresham House Asset Management Limited.
33  Post balance sheet events
At the extraordinary general meeting of the Company on 10 March 2017, it was resolved to issue 2,251,372 new ordinary shares at a 
price of 325 pence per share to the Royal County of Berkshire Pension Fund (“Berkshire”). This represents the alignment of Berkshire 
with the Company following the announcement on 21 February 2017 that Berkshire intends to become a cornerstone investor in the 
British Strategic Investment Fund (“BSIF”). BSIF will be managed by GHAM and is aimed at providing solutions to longer term investors, 
addressing demand for alternatives and illiquid assets in a cost-effective manner which will also facilitate structured co-investment. 78
 
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of Gresham House plc (the “Company”) will be held at the 
offices of Travers Smith, 10 Snow Hill, London, EC1A 2AL on 18 May 2017 at 11.00 am for the purpose of considering and (if thought fit) 
passing the Resolutions set out below of which Resolutions 1 to 6 will be proposed as ordinary resolutions and Resolutions 7 and 8 will be 
proposed as special resolutions.
Ordinary Resolutions
1.  To receive and adopt the accounts for the year ended 31 December 2016 together with the directors’ report and the report of the auditor;
2.  To re-elect as a director Mr Kevin John Acton who retires in accordance with the Company’s articles of association and offers himself 
for re-election;
3.  To re-elect as a director Mr Peter Geoffrey Moon who retires in accordance with the Company’s articles of association and offers himself 
for re-election;
4.  To re-appoint BDO LLP as the Company’s auditor in accordance with Section 489 of the Companies Act 2006 (the “Act”), to hold office 
from the conclusion of the Meeting until the conclusion of the next annual general meeting;
5.  To authorise the directors to fix the remuneration of the auditors; 
6.  That, in substitution for any existing authorities to allot shares or to grant rights to subscribe for or to convert any security into shares 
in the Company (but without prejudice to the validity of any allotment or any agreement to allot shares entered into pursuant to such 
previous authorities), the Directors of the Company be and are generally and unconditionally authorised in accordance with section 551 
of the Act to exercise all powers of the Company to:
 a.   allot shares or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal 
amount of £1,044,746; and
 b.   allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £2,089,493 (such amount to be 
reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this Resolution 6) in connection with 
an offer by way of a rights issue or other pre-emptive offering to:
  (i)  the holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers 
of ordinary shares held by them; and
  (ii)  holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors of the 
Company otherwise consider necessary,
    and so that, in each case, the Directors of the Company may impose any limits or restrictions and make any arrangements which 
they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or 
practical problems in, or under the laws of, any territory or any the requirements of any regulatory body or stock exchange or any 
other matter,
  and this authority shall take effect on the date of passing of this Resolution and shall (unless previously revoked, renewed or varied) 
expire on the earlier of the end of the Company’s next annual general meeting or the date falling 15 months after the date of passing of this 
Resolution, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which 
would or might require the allotment of ordinary shares in pursuance of such an offer or agreement as if such authority had not expired;
Special Resolutions 
7.  That, subject to the passing of Resolution 6 above and in substitution for any existing authorities to disapply pre-emption rights in 
connection with any allotment of shares or grant of rights to subscribe for or convert any security into shares in the Company for cash, 
the Directors of the Company be and are empowered in accordance with section 570 of the Act to allot equity securities (as defined in 
section 560 of the Act) for cash pursuant to the authority conferred on them in Resolution 6 above as if section 561(1) of the Act did not 
apply to such allotment, provided that this authority shall be limited to allotments of equity securities:
 a.  in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of shares in the 
Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, 
subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional 
entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory 
authority or any stock exchange in any territory;
 b. otherwise than pursuant to sub-paragraph (a) above, up to an aggregate nominal amount of £470,136,
  and this authority shall take effect on the date of passing of this Resolution and shall (unless previously revoked, renewed or varied) 
expire on the earlier of the end of the Company’s next annual general meeting or the date falling 15 months after the date of passing of this 
Resolution, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which 
would or might require the allotment of ordinary shares in pursuance of such an offer or agreement as if such authority had not expired;
Notice of Annual General Meeting 79
Financial Statements Gresham House plc Report and Accounts 2016 
 
8.  That, in substitution for any existing authorities to make market purchases of ordinary shares in the capital of the Company (but 
without prejudice to the validity of any purchase or any agreement to purchase entered into pursuant to such previous authorities), 
the Company be and is generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases 
(as defined in section 693(4) of the Act) of ordinary shares in such manner and on such terms as the Directors of the Company may 
from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes set out 
in sections 727 or 729 of the Act, including for the purpose of its employee share schemes, provided that:
 a. the maximum number of ordinary shares which may be purchased is 1,253,696;
 b.  the minimum purchase price which may be paid for any ordinary share is 25 pence (exclusive of expenses); and
 c.   the maximum purchase price which may be paid for any ordinary share in the capital of the Company shall not be more than the 
higher of (in each case exclusive of expenses):
  (i)  5 per cent. above the average middle market quotations for an ordinary share as derived from the AIM Appendix to the London 
Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and
  (ii)  an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent 
bid for an ordinary share, as derived from the trading venue where the purchase is carried out,
  and this authority shall take effect on the date of passing of this Resolution and shall (unless previously revoked, renewed or varied) 
expire on the earlier of the end of the Company’s next annual general meeting or the date falling 15 months after the date of passing 
of this Resolution, save in relation to purchases of ordinary shares, the contract(s) for which were concluded before the expiry of this 
authority and which will or may be executed wholly or partly after such expiry.
By Order of the Board,
John-Paul Preston 
Secretary 
27 March 2017  
5 New Street Square
London EC4A 3TW
 
Notice of Annual General Meeting 80
 
The following notes give an explanation of the proposed resolutions.
Resolution 1 to 6 (inclusive) are proposed as Ordinary Resolutions. This means that for each of those resolutions to be passed, more than 
half of the votes cast must be in favour of the resolution. Resolutions 7 and 8 are proposed as Special Resolutions. This means that for each 
of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
The directors consider the passing of all of the Resolutions to be in the best interests of the Company and its Shareholders and accordingly 
recommend that you vote in favour of these Resolutions as they intend to do so in respect of their own shareholdings.
Resolution 1 – Receiving the Account and Reports
At the Meeting, the directors will present to the shareholders the annual accounts, together with the directors’ reports and auditors’ 
reports on the accounts, for the financial year ended 31 December 2016.
Resolutions 2 and 3 - Re-election of Directors
The articles of association of the Company require certain of the directors to retire by rotation at each Annual General Meeting. At the 
Meeting, Kevin Acton and Peter Moon will retire. Each of Kevin and Peter is offering himself for re-election and resolutions 2 and 3 
propose their re-election as directors.
Brief biographies of the directors are set out on page 35 of the Annual Report and Accounts.
Resolution 4 – Re-appointment of Auditors
This resolution concerns the re-appointment of BDO LLP as auditors until the conclusion of the next general meeting at which accounts 
are laid, that is, the next Annual General Meeting.
Resolution 5 – Auditors’ Remuneration
This resolution authorises the directors to fix the auditors’ remuneration.
Resolution 6 – Authority to allot shares or grant subscription or conversion rights
The resolution asks shareholders to grant the directors authority under section 551 Companies Act 2006 to allot shares or grant such 
subscription or conversion rights as are contemplated by sections 551(1)(a) and (b) respectively of the Companies Act 2006 up to a 
maximum aggregate nominal value of £2,089,493, being approximately two thirds of the nominal value of the issued ordinary share 
capital of the Company as at 27 March 2017. As at 27 March 2017, the Company held no treasury shares.
£1,044,746 of this authority is reserved for a fully pre-emptive rights issue. This is the maximum permitted amount under best practice 
corporate governance guidelines. The authority will expire at the next Annual General Meeting or the date falling 15 months from the 
passing of the resolution, whichever is earlier. The directors consider it important to have the maximum ability and flexibility to raise 
finance to enable the Company to respond to market development and conditions. Any allotment of any agreement to allot shares entered 
into pursuant to previous authorities remains valid. The resolution replaces a similar resolution passed at a General Meeting of the 
Company held on 10 March 2017. 
The directors have no present intention of exercising such authority.
Resolution 7 – Disapplication of pre-emption rights
If the directors wish to allot new shares or other equity securities for cash, the Companies Act 2006 requires that such shares or other 
equity securities are offered first to existing shareholders in proportion to their existing holding. The allotment of equity securities as 
referred to in this resolution includes the sale of any shares which the Company holds in treasury following a purchase of its own shares.
Resolution 7 asks shareholders to grant the directors (i) a general authority to allot equity securities for cash up to an aggregate nominal 
value of £470,136 (being 15% of the Company’s issued ordinary share capital as at 27 March 2017) without first offering the securities to 
existing shareholders.
The resolution also disapplies the statutory pre-emption provisions in connection with a rights issue only in relation to the amount 
permitted under Resolution 6 allowing the directors to make appropriate arrangements in relation to fractional entitlements or other legal 
or practical problems which might arise. 
The authority will expire at the next Annual General Meeting or the date falling 15 months from the passing of the resolution, whichever is 
earlier. The resolution replaces a similar resolution passed at a General Meeting of the Company held on 10 March 2017.
The directors have no present intention of exercising such authority.
Resolution 8 - Purchases of own shares by the Company
Resolution 8 seeks authority from shareholders for the Company to make market purchases of its own ordinary shares, such authority 
being limited to the purchase of 10% of the ordinary shares in issue as at 27 March 2017. The maximum and minimum prices payable 
are also limited in the resolution. The authority will only be exercised if the directors consider that there is likely to be a beneficial impact 
on earnings per ordinary share and that it is in the best interests of the Company at the time. The resolution renews a similar resolution 
passed at a General Meeting of the Company held on 10 March 2017. The Company will be able to hold the ordinary shares which have 
been repurchased as treasury shares and re-sell them for cash, cancel them or use them for the purposes of its employee share schemes. 
Notice of Annual General Meeting
Explanatory notes 81
Financial Statements Gresham House plc Report and Accounts 2016 
 
Entitlement to attend and vote
1.   Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), the Company specifies that only those 
members registered on the Company’s register of members at:
 • 6.00 pm on 16 May 2017; or,
 • if this Meeting is adjourned, at 6.00 pm on the day two working days prior to the adjourned Meeting,
 shall be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at such time.
2.  Any member or his or her proxy attending the Meeting has the right to ask any question at the Meeting relating to the business of the 
Meeting.
Appointment of proxies
3.   If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your 
rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of Meeting. You can only 
appoint a proxy using the procedures set out in these notes and the notes to the proxy form. A member may appoint more than one 
proxy to attend the Meeting, provided each proxy is appointed to exercise the rights attached to a different share or shares held by that 
member (the number of shares in respect of which each proxy is appointed must be specified). The right to appoint a proxy does not 
apply to any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the “Act”) 
to enjoy information rights (a “Nominated Person”).
4.   A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the 
Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. 
5.   A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the 
resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or 
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
Appointment of proxy using hard copy proxy form
6.  The notes to the proxy form explain how to direct your proxy to vote on each resolution or withhold their vote.
 To appoint a proxy using the proxy form, the form must be:
 • completed and signed;
 • sent or delivered to Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA; and
 • received by Neville Registrars no later than 11 am on 16 May 2017.
  In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by a 
director or by any duly authorised officer or attorney.
  Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) 
must be included with the proxy form.
Appointment of proxies through CREST
7.   CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for 
the Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members 
or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to 
their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
  In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) 
must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s “(EUI)” specifications and must contain the 
information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received 
by the issuer’s agent Neville Registrars (ID 7RA11) by 11 am on 16 May 2017. For this purpose, the time of receipt will be taken to be 
the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is 
able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
  CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available 
special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the 
input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST 
personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting 
service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by 
any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are 
referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
  The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated 
Securities Regulations 2001 (as amended).
Notice of Annual General Meeting 82
 
Changing proxy instructions
8.  To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off 
time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment 
received after the relevant cut-off time will be disregarded.
  Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy 
proxy form, please contact Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. Telephone 
0121 585 1131 (lines are open Mon-Fri 9.00 am – 5.00 pm) or from overseas +44 121 585 1131.
  If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies 
will take precedence.
Termination of proxy appointments
9.   In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your 
intention to revoke your proxy appointment to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands 
B63 3DA. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its 
behalf by a director or duly authorised officer or attorney. Any power of attorney or any other authority under which the revocation 
notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
 The revocation notice must be received by Neville Registrars no later than 11 am on 16 May 2017.
  If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph 
directly below, your proxy appointment will remain valid.
  Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and 
attend the Meeting in person, your proxy appointment will automatically be terminated.
Joint holders of shares
10.   In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the 
exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names 
stand in the register of members of the Company in respect of the relevant joint holding.
Availability of documents
11.   Copies of the terms and conditions of appointment of the non-executive directors are available for inspection at the registered offices 
of the Company, 5 New Street Square London EC4A 3TW, during usual business hours on any weekday (Saturdays, Sundays and 
public holidays excluded) from the date of this notice until the conclusion of the Meeting and will be available for inspection at the 
place of the Meeting for at least 15 minutes prior to and during the Meeting. 
Issued shares and total voting rights
12.   As at 27 March 2017, being the last business day prior to the publication of this notice, the Company’s issued share capital comprised 
12,536,957 ordinary shares of 25 pence, carrying one vote each. Therefore, the Company’s total voting rights as at 27 March 2017 are 
12,536,957.
Communication
13.   Except as provided above, members who have general queries about the Meeting should use the following means of communication 
(no other methods of communication will be accepted):
 • calling our shareholder helpline on 0121 585 1131, (lines are open Mon-Fri 9.00 am – 5.00 pm) or from overseas +44 121 585 1131. 
 You may not use any electronic address provided either:
 • in this notice of Meeting; or 
 • any related documents (including the Chairman’s letter and proxy form),
 to communicate with the Company for any purposes other than those expressly stated.
Information to be published
14.   The information required to be published by section 311(A) of the Act (information about the contents of this notice and numbers of 
shares in the Company and voting rights exercisable at the Meeting and details of any members’ statements, members’ resolutions and 
members’ items of business received after the date of this notice) may be found at www.greshamhouse.com.
Notice of Annual General Meeting 83
Financial Statements Gresham House plc Report and Accounts 2016 
 
15.  Members representing 5% or more of the total voting rights of all the members or at least 100 persons (being either members who 
have a right to vote at the Meeting and hold shares on which there has been paid up an average sum, per member, of £100 or persons 
satisfying the requirements set out in section 153(2) of the Act) may require the Company, under section 527 of the Act, to publish on 
a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the 
conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing 
to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The 
business which may be dealt with at the Meeting includes any statement that the Company has been required under section 527 of the 
Act to publish on a website.
Nominated Person
16.   A Nominated Person may under an agreement between him/her and the member who nominated him/her, have a right to be appointed 
(or to have someone else appointed) as a proxy entitled to attend and speak and vote at the Meeting. Nominated Persons are advised 
to contact the member who nominated them for further information on this and the procedure for appointing any such proxy.
17.   If a Nominated Person does not have a right to be appointed, or to have someone else appointed as a proxy for the Meeting or does 
not wish to exercise such a right, he/she may still have the right under an agreement between himself/herself and the member who 
nominated him/her to give instructions to the member as to the exercise of voting rights at the Meeting. Such Nominated Persons are 
advised to contact the members who nominated them for further information on this.
Notice of Annual General Meeting 84
 
Gresham House plc
Corporate Information
Company Number 871 incorporated in England
Directors Anthony Townsend 
Non–executive Chairman
Anthony Dalwood 
Chief Executive
Kevin Acton 
Finance Director
Richard Chadwick 
Non-executive 
Peter Moon 
Non-executive
Secretary John-Paul Preston
Registered Office 5 New Street Square 
London EC4A 3TW
Auditor BDO LLP 
55 Baker Street  
London W1U 7EU
Nominated Adviser & Brokers Liberum Capital Limited 
Ropemaker Place 
London EC2Y 9LY
Registrars Neville Registrars Limited 
Neville House 
18 Laurel Lane  
Halesowen 
West Midlands B63 3DA
Solicitors Eversheds Sutherland (International) LLP 
One Wood Street 
London EC2V 7WS   Designed and printed by ColourfastWorld Limited Gresham House plc 
www.greshamhouse.com