Highlights

·      Net Profit for the year was USD 6.6m (2023: net profit of USD 13.9m).

·      Net Asset Value per share increased by 2.5% to USD 0.84 (2023: USD 0.82) after paying USD 7.0m dividend implying a net return of about 7.0% for the year

·      The Company is conservatively positioned with over USD 44.2m of cash deposits and Government bonds. 

·      On 30 September 2024, the Company announced an interim dividend of USD 7.0m (USD 0.0423 per share) to members on the register on 18 October 2024. The dividend was paid on 15 November 2024.

·      Collateralized Loan Obligations (CLO) portfolio generated USD 22m in cash distributions and a total net return of USD 10.3m in 2024 in addition to the USD 0.92m generated from the cash and bond portfolio.

Chairman's and Chief Executive's Review

Introduction

We are pleased to announce the financial results for Livermore Investments Group Limited ("Livermore" or "the Company") for the year ended 31 December 2024. References to the Company hereinafter also include its consolidated subsidiary (note 9). References to financial statements hereinafter are to the Company's consolidated financial statements.

The global investment environment in 2024 was shaped by moderate growth, declining inflation, and cautious monetary policy easing. The U.S. led with robust economic performance, while the euro area and China faced challenges, and Japan saw modest recovery. Equity markets thrived on technology and renewable energy optimism, while fixed-income markets navigated elevated yields. The US Dollar appreciated against most developed world currencies. Long duration US Treasuries had middling performance but floating rate investments generated strong returns to investors driven by higher-for-longer" rates expectations. The leveraged loan and CLO markets performed strongly, supported by low default rates, robust refinancing, and better than expected earnings.

Our net profit for the year was USD 6.6m (2023 net profit: USD 13.9m) and the year-end NAV was USD 0.84 per share (2023 NAV: USD 0.82 per share) after paying a dividend payment of USD 7.0m (USD 0.0423 per share).

Our investment in Fetcherr continues to perform well. Fetcherr is a dynamic, high-frequency, generative pricing engine focused on the airline industry. It has received several awards and has been steadily gaining larger airline clients demonstrating its effectiveness in revenue enhancement for their clients. During the year, Fetcherr raised USD 25m from Battery Ventures. The Company was able to participate in a secondary round and invested an additional USD 9.9m to maintain and even somewhat improve its percentage holding in Fetcher. We expect Fetcherr to continue to successfully execute on its large and growing pipeline. CLOs and US senior secured loans performed well in 2024. High carry provided by these floating rate investments was attractive for yield oriented investors. Our CLO and warehouse portfolio performed well generating USD 22m in cashflow and USD 10.3m in net gains during the year. Management had good success trading CLO BB and B rated tranches during the year. The Company also opened two warehouses in the first half of 2024 with Blackstone and MJX and converted them into new issue CLOs. Furthermore, the Company opened one warehouse with PGIM and another with Blackstone in the second half of 2024 at very attractive terms.

As of the end of the year, the Company had USD 44.2m in cash, deposits, and Government bonds after a USD 7.0m dividend and a USD 9.9m investment in Fetcherr.

Financial Review

The NAV of the Company on 31 December 2024 was USD 139.1m (2023: USD 135.8m). Net profit, during the year was USD 6.6m, which represents profit per share of USD 0.04. Operating expenses were USD 5.6m (2023: USD 3.3m).

The overall change in the NAV is primarily attributed to the following:

Dividend

On 30 September 2024, the Company announced an interim dividend of USD 7.0m (USD 0.0423 per share) to members on the register as at 18 October 2024. The dividend was paid on 15 November 2024.

The Board of Directors will decide future dividends based on profitability, liquidity requirements, portfolio performance, market conditions, and the share price of the Company relative to its NAV.    

Richard B Rosenberg                                                                                        Noam Lanir

Chairman                                                                                                            Chief Executive Officer

22 May 2025

Review of Activities

Introduction and Overview

Overall, the Company continues to remain conservatively positioned, more so in light of growing geopolitical uncertainties and high equity and credit valuations especially in the US. Conflict in and around Israel escalated in 2024 while the Russia-Ukraine war has continued since 2022. In the US, the new Trump administration seeks to rewrite global trade norms.

Our exposure has been primarily towards short duration floating rate debt and front-end money-market instruments as well as treasury bills. Higher rates have afforded the Company the luxury of getting paid to wait while excessive valuations and unviable business are corrected over time.

Despite the gloom, 2024 was a good year for returns. US equity and credit markets posted solid gains with S&P 500 Index up by 24% and the UBS Leveraged Loan Index generating over 9% returns. The US Dollar also appreciated meaningfully against its developed economy counterparts. Long duration US Government bonds, however, had a middling outing in 2024 as higher government deficits and still continuing inflation kept rates higher for longer. Innovation in Artificial Intelligence (AI) continued at breathtaking pace igniting optimism for future productivity gains across industries and functions.

CLO equity and mezzanine bonds had good performance in 2024 as investors chased the high current yield offered by such floating rate instruments. Capital markets were open and both the Senior Secured Loan market and CLO market had record years. Borrowers refinanced their cost of debt lower and extended maturities on the back of still decent earnings and strong demand. Default rates continued to stay much lower than historical averages. Still, there were several credit issues and while the default rates were lower than projected, the recovery rates were much lower as well. Thus, actual credit losses incurred through credit events or through trading did materially affect CLO structures, especially older vintages that had already borne credit stresses from 2020 and 2022. New vintage CLO structures weathered the issues much better. The Company opened two warehouses in the first half of 2024 and converted them into CLOs. Another two warehouses were opened in the second half. Both these warehouses are lightly ramped given limited value in the very tight credit spreads offered towards the end of 2024. Older vintage CLOs have largely amortized through their distributions. Distributions from the CLO portfolio were in line with expectations generating over USD 22m in cashflow and USD 10.3m in net gains.  

Fetcherr was another bright spot in the Company's portfolio. The AI driven real-time generative pricing engine for Airlines found several significant customers as well as marquee investors. Fetcherr raised capital from Battery Ventures while additional well regarded investors bought shares of Fetcherr in a secondary offering. The Company also participated in the secondary offering and purchased additional shares to offset dilution and maintain its percentage holding in Fetcherr. Overall, the Company invested an additional USD 9.9m in Fetcherr shares in 2024.

For the 2024 year-end, the Company reported a NAV/share of USD 0.84 after a dividend payment of USD 7.0m (USD 0.0423 per share) and net profit of USD 6.6m. Interest and distribution income amounted to USD 22.5m, of which, USD 22m was generated from the CLO portfolio. The net gain of the CLO and warehousing portfolio was USD 10.3m as valuations of older vintage CLO declined in line with their paydowns.

Operating expenses amounted to USD 5.6m. The Company ended the year with over USD 44.2m of cash, deposits, and Government bonds after paying an interim dividend of USD 7.0m in November 2024.  

The Company does not have an external management company structure and thus does not bear the burden of external management and performance fees. Furthermore, the interests of Livermore's management are aligned with those of its shareholders as management has a large ownership interest in Livermore shares.

Considering the strong liquidity positions of Livermore, together with its strong foothold in the US CLO markets, management believes that the Company is well positioned to navigate and benefit from current conditions.

Global Investment Environment

In 2024, the global economy navigated a complex landscape with moderate growth, characterized by regional disparities, easing inflationary pressures, and evolving monetary policies. The U.S. economy thrived, driven by robust consumer spending, productivity gains, and high immigration, while the euro area faced subdued momentum due to restrictive fiscal and monetary policies. China's growth remained steady but was constrained by a deepening property sector crisis and weak consumer confidence. Japan achieved modest expansion, supported by export growth in automotive and electronics, though domestic demand remained fragile.

Financial conditions eased as central banks lowered policy rates in response to declining inflation, though monetary policies remained restrictive in many regions. The U.S. Dollar appreciated due to widening yield spreads with other countries' government bonds, while the euro and the Japanese Yen weakened. Global manufacturing momentum was muted, with declines in the euro area, but Japan and India saw modest and robust manufacturing growth, respectively. The services sector, particularly India's IT and financial services, was a key growth driver across many economies.

United States: The U.S. economy exhibited resilience in 2024, with real GDP growth estimated at 2.8%, aligning closely with 2023's 2.9%. Private consumption, fuelled by robust income growth, was the primary driver, supported by solid productivity gains and high immigration. Investment gained some momentum, though it did fluctuate. Consumer price inflation eased to 2.9% in December (from 3.4% in 2023), with core inflation remaining elevated at 2.6% (PCE deflator). The Federal Reserve left its policy rate unchanged at 5.25%-5.5% in the first half, then cut it to 4.25%-4.5% by year-end, signalling further reductions. The Fed reduced its balance sheet by approximately USD 670 billion (9% of total holdings). The unemployment rate rose slightly to 4.1%, reflecting slower employment growth, but labour market conditions remained robust, with production capacity utilization near normal.

Euro Area: The euro area recorded weak GDP growth of 0.7% in 2024, up from 0.5% in 2023, hampered by restrictive fiscal policies and prior monetary tightening. Production capacity utilization remained below average, with private consumption rising modestly despite robust income growth, investment contracting, and exports sluggish. Inflation fell to 2.4% in December (from 2.9% in 2023), nearing the ECB's 2% target, though services inflation remained elevated. The ECB held its deposit facility rate at 4% early in 2024, then lowered it to 3% by year-end, signalling further cuts. The ECB reduced its asset portfolio through partial reinvestment of maturing securities. The unemployment rate stabilized at 6.3%, historically low, with real wage growth supporting a resilient labor market.

China: China's GDP growth moderated to 5.0% in 2024 (from 5.4% in 2023), due to a property sector crisis and subdued domestic demand. Capacity utilization remained below average, with weak consumer and business sentiment. Buoyant goods exports, aided by lower prices, supported growth. Inflation averaged at 0.5%, prompting the People's Bank of China to maintain accommodative policies with selective rate cuts, liquidity injections, and measures to stabilize the property market. The government also eased monetary and fiscal policy to meet growth targets.

Japan: Japan's economy grew by 1.2% in 2024, up from 1.0% in 2023, driven by export growth in automotive and electronics. Domestic demand was weak due to cautious consumer spending and stagnant real wages. Inflation stabilized at 2% in December (from 2.3% in 2023), aligning with the BoJ's target. The BoJ ended negative interest rates in March, raising the short-term rate to 0.1%, then to 0.25% by year-end, while scaling back bond purchases. The unemployment rate remained low at 2.5%, though labour shortages persisted.

In 2024, financial markets sustained their recovery from 2023, driven by optimism in key growth sectors. The S&P 500 surged by 24%, while the MSCI All Country World Index rose by 15.7%. Technology, renewable energy, and healthcare sectors led the rally, with companies in artificial intelligence and clean energy driving significant gains. Despite periodic volatility from geopolitical tensions, the resilience of the U.S. economy bolstered the global outlook. Small-cap stocks continued to underperform large-cap stocks, and high-profitability companies outperformed low-profitability ones in both developed and emerging markets.

Long duration U.S. Treasuries faced challenges, with 10-year yield starting around 3.9% and closing at 4.5%, reflecting expectations of sustained monetary tightening and economic growth. Corporate bond yields moderated, with spreads narrowing significantly, particularly for high-yield bonds, as investor confidence improved.

In 2024, the leveraged loan market delivered robust performance, with the S&P UBS Leveraged Loan Index recording a total return of 9.05%, marking its third-best performance over the past decade. The trailing 12-month average default rate improved to 0.91%, down from 1.53% in 2023 and well below the long-term average of 2.61%. Strong demand from CLOs and retail investors fuelled a record $760 billion in loan repricing, compressing spreads sharply and borrowers took advantage of the loan demand to extend their maturities. As a result, only about 4% of the loan market is set to mature before 2027, alleviating concerns about the "maturity wall."

The collateralized loan obligation (CLO) market saw unprecedented activity, with a record $202 billion in new gross CLO issuance, surpassing the previous record in 2021. Net issuance, however, was much more moderate at around $70 billion as high loan prepayments rates drove significant CLO debt amortizations. The first half of 2024 experienced net negative issuance, a rare occurrence, while the second half saw positive net issuance driven by strong CLO debt demand, which tightened spreads and made new issue equity appear attractive compared to secondary equity. Overall, both CLO debt and equity delivered strong returns in 2024.

Sources: Swiss National Bank, Bloomberg, Board of Governors of the Federal Reserve System, European Central Bank (ECB), Morningstar, JP Morgan, Credit Suisse

Livermore's Strategy

The financial portfolio is focused on fixed income instruments which generate regular cash flows and include exposure mainly to senior secured and usually broadly syndicated US loans and to a limited extent emerging market debt through investments in CLOs. This part of the portfolio is geographically focused on the US.  

Strong emphasis is given to maintaining sufficient liquidity and low leverage at the overall portfolio level and to re-invest in existing and new investments along the economic cycle. 

Financial Portfolio         

The Company manages a financial portfolio valued at USD 112.1m as of 31 December 2024, which is composed mainly of cash and investments in fixed income and credit related securities.

The following is a table summarizing the financial portfolio as of year-end 2024.

Senior Secured Loans and Collateralized Loan Obligations (CLO):

US senior secured loans are a floating rate asset class with a senior secured claim on the borrower and with overall low volatility and low correlation to the equity market. CLOs are managed portfolios invested into diversified pools of senior secured loans and financed with long term financing.

2024 was a year of near constant credit spread compression in the senior secured loan market as higher-for-longer interest rate expectations drove demand for floating rate investments. In 2024, the loan market delivered robust performance, with the S&P UBS Leveraged Loan Index recording a total return of 9.05%. Average loan prices increased from 95.32 at the start of the year to 96.37 by year-end, reflecting the improved market sentiment. The trailing 12-month average default rate improved to 0.91%, down from 1.53% in 2023 and well below the long-term average of 2.61%. Both loans and CLO markets experienced significant inflows and a majority of the loan market traded above par. Borrowers took advantage of this demand and refinanced their cost of debt and extended their maturities aggressively. As a result, only about 4% of the loan market is set to mature before 2027, alleviating concerns about the "maturity wall."

The collateralized loan obligation (CLO) market also experienced unprecedented activity, with a record USD 202 billion in new gross CLO issuance. However, due to substantial repayments, net issuance remained moderate at USD 70 billion. Tightening CLO debt spreads on the back of high floating rate demand and low net new issuance improved CLO equity returns, albeit those returns were moderated by lower spreads on the assets (Loans). CLO refinancing and reset volumes were robust after a poor environment for such transactions in 2022 and 2023.

While the supply of CLO debt in the primary market kept pace with strong demand, there were spots where debt came in weaker than expected and the Company was able to deploy capital in such situations. This technical dislocation gave us an opportunity to add BB, B and equity tranches at attractive levels in the first half of 2024. In the second half, however, we started to reduce exposure as spreads tightened and the market started to price for perfection. The CLO and warehouse portfolio generated USD 22m of cash flow in 2024 and net gains were USD 10.3m. As the Company did not invest materially in 2022 and 2023, a significant part of the CLO equity portfolio is now amortized and payments from these positions are expected to be smaller than in previous years. In January 2024, management invested in a warehouse managed by Blackstone. This warehouse was converted to a CLO in September 2024. In March 2024, the Company invested in a warehouse managed by MJX and converted it to a CLO in June 2024. The warehouse carry from these two investments totalled USD 1.66m. In August 2024, we opened a new warehouse with PGIM and in December 2024 another warehouse was started with Blackstone. While both these warehouses are lightly ramped as there was limited value in the loan primary and secondary markets, they may provide immense optionality if the loan market experiences sharp dislocation in 2025.

The Company is again lightly positioned as credit spreads are too tight on a historical basis. We expect volatility in 2025, especially in light of the current US administration's focus on tariffs and reshaping the world trade order. Our strong cash position and lightly ramped warehouses (10% - 15% of deal size) should position us to capture opportunities if and when credit spreads widen.

The Company's CLO portfolio is divided into the following geographical areas:

Private Equity Investments

The private equity investments held by the Company are mainly direct investments in private companies and also some fund investments incorporated in the form of Managed Funds (mostly closed end funds) in Israel and the emerging economies.

The following summarizes the book value of the private equity investments at 31 December 2024.

Fetcherr Ltd: Fetcherr is an Israeli start-up that has developed proprietary large market AI models for dynamic pricing systems. Fetcherr is disrupting traditional revenue systems in the airline industry and has signed-up airlines such as Virgin Airlines, Azul Air, etc. The Company invested USD 2m in 2021 and another USD 0.695m in a secondary transaction in 2023 at about a USD 67m valuation. Around the same time in 2023, Fetcherr raised capital in the form of a SAFE (convertible debt instrument) at a maximum valuation of USD 100m. In May 2024, Fetcherr raised USD 25m from Battery Ventures at a USD 250m valuation. Livermore invested USD 6.5m in May 2024 in a secondary offering parallel to the abovementioned capital raise. In July 2024, Livermore invested an additional USD 3.43m and as at 31 December 2024 the company owned 11.51% of Fetcherr issued share capital.  

Phytech: Phytech is an agriculture-technology company in Israel providing end-to-end solutions for achieving higher yields on crops and tree data. Livermore continues to hold 12.2% in Phytech Global Advisors Ltd, which in turns now holds 11.95% on a fully diluted basis in Phytech Ltd.

The following table reconciles the review of activities to the Company's financial assets at 31 December 2024:

Investments in Subsidiaries

The subsidiaries include investments in the fields of real estate and receivables from the Company itself as well as third parties.  The resulting fair value changes are mainly attributed to changes in the subsidiaries' net assets including the value of the underlying investments.

Events after the reporting date

Details of material events after the reporting date are disclosed in note 29 to the financial statements.

Litigation

During 2024, there was no litigation that the Company was involved in. However, in January 2024 the Company settled an older litigation.  Further information is provided in note 25 to the financial statements. --

Report of the Directors

The Directors submit their annual report and audited financial statements of the Company for the year ended 31 December 2024.

This report has been prepared on a voluntary basis and it does not contain all of the information that would have been required had it been prepared in accordance with the UK Companies Act 2006 guidance.

The Board's objectives

The Board's primary objectives are to supervise and control the management activities, business development, and the establishment of a strong franchise in the Company's business lines. Measures aimed at increasing shareholders' value over the medium to long-term, such as an increase in NAV are used to monitor performance.

The Board of Directors

Richard Barry Rosenberg (age 69) independent, Non-Executive Director, Chairman of the Board

Richard joined the Company in December 2004. He became Non-Executive Chairman on 31 October 2006.  He qualified as a chartered accountant in 1980 and in 1988 co-founded the accountancy practice SRLV. He has considerable experience in giving professional advice to clients in the leisure and entertainment sector. Richard is a director of a large number of companies operating in a variety of business segments.

Noam Lanir (age 58), Founder and Chief Executive Officer

Noam founded the Company in July 1998, to develop a specialist online marketing operation. Noam has led the growth and development of the Company's operations over the last twenty years which culminated in its IPO in June 2005 on AIM. Prior to 1998, Noam was involved in a variety of businesses mainly within the online marketing sector. He is also a major benefactor of a number of charitable organisations.

Ron Baron (age 57), Executive Director and Chief Investment Officer

Ron was appointed as Executive Director and Chief Investment Officer in August 2007. Ron has led the establishment and development of Livermore's investment platform as a leading specialized house in the credit space. Ron also has wide investment and M&A experience. From 2001 to 2006 Ron served as a member of the management at Bank Leumi, Switzerland and was responsible for investment activity. Prior to this, he spent five years as a commercial lawyer advising banks and large corporations on corporate transactions, including buyouts and privatisations. Ron has over 18 years of experience as an investment manager with particular focus on the US credit market and CLOs. He holds an MBA from INSEAD Fontainebleau and an LLB (LAW) and BA in Economics from Tel Aviv University. Ron is also the founder and owner of the Israel Cycling Academy a non-profit professional cycling team. 

After the year-end, Ron ceased to act as an Executive Director and remained as a Non-Executive Director.

Augoustinos Papathomas (age 62) independent, Non-Executive Director

Augoustinos joined the Board in February 2019. He is a trained and qualified UK Chartered Accountant. He is a Partner of FRP Advisory Cyprus and of APP Audit in Cyprus with over 30 years of experience in assurance, taxation and advisory for local and international clients. He is also an insolvency practitioner with experience in many liquidations and receiverships. Augoustinos has served as a director in various bodies and organisations.

Directors' responsibilities in relation to the financial statements

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and International Financial Reporting Standards as adopted by the European Union.

The Directors are required to prepare financial statements for each financial year which give a true and fair view of the financial position of the Company, and its financial performance and cash flows for that period.  In preparing these financial statements, the Directors are required to:

·      select suitable accounting policies and then apply them consistently;

·      make judgments and estimates that are reasonable and prudent;

·      state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·      prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions, and at any time enable the financial position of the Company to be determined with reasonable accuracy and enable them to ensure that the financial statements comply with the applicable law and International Financial Reporting Standards as adopted by the European Union. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the British Virgin Islands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Disclosure of information to the Auditor

In so far as the Directors are aware:

·      there is no relevant audit information of which the Company's auditor is unaware; and

·      the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

Substantial Shareholdings

As at 10 May 2025, the Directors are aware of the following interests in 3 per cent or more of the Company's issued ordinary share capital:

  * after consideration of the treasury shares.

Save as disclosed in this report and in the remuneration report, the Company is not aware of any other person or entity that is interested directly or indirectly in 3% or more of the issued share capital of the Company or could, directly or indirectly, jointly or severally, exercise control over the Company.

Details of transactions with Directors are disclosed in note 24 to the financial statements.

Corporate Governance Statement

Introduction

The Company recognises the importance of the principles of good Corporate Governance and the Board is pleased to accept its commitment to such high standards throughout the year. 

The Board Constitution and Procedures

The Company is controlled through the Board of Directors, which at 31 December 2024 comprises of two independent Non-Executive Directors (one of which is the Board's Chairman) and two Executive Directors.  The Chief Executive's responsibility is to focus on co-ordinating the company's business and implementing Company strategy. 

A formal schedule of matters is reserved for consideration by the Board, which meets approximately four times each year. The Board is responsible for implementation of the investing strategy as described in the circular to shareholders dated 29 December 2006 and adopted pursuant to shareholder approval at the Company's EGM on 17 January 2007. It reviews the strategic direction of the Company, its codes of conduct, its annual budgets, its progress towards achievement of these budgets and any capital expenditure programmes. In addition, the Directors have access to advice and services of the Company Secretary and all Directors are able to take independent professional advice if relevant to their duties. The Directors receive training and advice on their responsibilities as necessary. All Directors submit themselves to re-election at least once every three years.

Board Committees

The Board delegates clearly defined powers to its Audit and Remuneration Committees. The minutes of each Committee are circulated by the Board. 

Remuneration Committee

The Remuneration Committee comprises of the Non-Executive Chairman of the Board and a Non-Executive Director. The Remuneration Committee considers the terms of employment and overall remuneration of the Executive Directors and key members of Executive management regarding share options, salaries, incentive payments and performance related pay. The remuneration of Non-Executive Directors is determined by the Board.

Audit Committee

The Audit Committee comprises of the Non-Executive Chairman of the Board and a Non-Executive Director and is chaired by the Chairman of the Board.  The duties of the Committee include monitoring the auditor's performance and reviewing accounting policies and financial reporting procedures. 

The Audit Committee's key objectives are the provision of effective governance over the appropriateness of the Group's financial reporting, including the adequacy of related disclosures, the performance of external audit function, and the management of the Group's systems of internal control and business risks.

The primary roles and responsibilities delegated to, and discharged by, the Committee include:

•      monitoring and challenging the effectiveness of internal control and associated functions;

•      approving and amending Group accounting policies;

•      reviewing, monitoring, and ensuring the integrity of interim and annual financial statements, and any formal announcements relating to the Company's financial performance;

•      providing advice (where requested by the Board) on whether the Annual Report and Accounts, taken, is fair, balanced, and understandable, and provides the information necessary for shareholders to assess the Company's position and performance;

•      reviewing and monitoring the external auditor's independence, objectivity, and effectiveness of the audit services; and

•      monitoring and approving the scope and costs of audit.

Communication with Investors

The Directors are available to meet with shareholders throughout the year.  In particular the Executive Directors prepare a general presentation for analysts and institutional shareholders following the interim and preliminary results announcements of the Company. The chairman, Richard Rosenberg, is available for meetings with shareholders throughout the year.  The Board endeavours to answer all queries raised by shareholders promptly.

Shareholders are encouraged to participate in the Annual General Meeting at which the Chairman will present the key highlights of the Company's performance. The Board will be available at the Annual General Meeting to answer questions from shareholders.

Internal Control

The Board is responsible for ensuring that the Company has in place a system of internal controls and for reviewing its effectiveness. In this context, control is defined in the policies and processes established to ensure that business objectives are achieved cost effectively, assets and shareholder value safeguarded, and that laws and regulations are complied with. Controls can provide reasonable but not absolute assurance that risks are identified and adequately managed to achieve business objectives and to minimise material errors, frauds and losses or breaches of laws and regulations.

The Company operates a sound system of internal control, which is designed to ensure that the risk of misstatement or loss is kept to a minimum.

Given the Company's size and the nature of its business, the Board does not consider that it is necessary to have an internal audit function. An internal audit function will be established as and when the Company is of an appropriate size.

The Board undertakes a review of its internal controls on an ongoing basis.

Going Concern

The Directors have reviewed the current and projected financial position of the Company, making reasonable assumptions about interest and distribution income, future trading performance, valuation projections and debt requirements. On the basis of this review, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Annual Report and accounts.

Independence of Auditor

The Board undertakes a formal assessment of the auditor's independence each year, which includes:

·      a review of non-audit related services provided to the Company and related fees;

·      discussion with the auditor of a written report detailing all relationships with the Company and any other parties which could affect independence or the perception of independence;

·      a review of the auditor's own procedures for ensuring independence of the audit firm and partners and staff involved in the audit, including the rotation of the audit partner;

·      obtaining written confirmation from the auditor that it is independent; and

·      a review of fees paid to the auditor in respect of audit and non-audit services.

The Quoted Company Alliance (QCA) Code

The Directors of Livermore recognize the importance of good corporate governance in facilitating Livermore to achieve its goals in our accountability to our stakeholders, and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the 'QCA Code').

In the statements that follow, we explain our approach to governance, and how the Board and its committees operate.

1.    Establish a strategy and business model which promote long-term value for shareholders

Livermore's strategy is focused primarily on investments which generate regular cash flows and where the team have considerable investment experience and skills. These investments generally include exposure mainly to senior secured and usually broadly syndicated US loans through structures such as Collateralized Loan Obligations.

Strong emphasis is given to maintaining sufficient liquidity and low leverage at the overall portfolio level and to re-invest in existing and new investments along the economic cycle. Our experience across several economic cycles and deep expertise in the areas of investment along with long term orientation promote long-term value of our shareholders and stakeholders. We retain key employees and management through strong alignment of interests and a conducive and collaborative work environment.

Core pillars of our investment strategy are:

•       Investing with discipline and patience

•       Using data and technology to continuously improve, analyze, and

•       Building strong relationships with its counterparties and employees.

2.    Seek to understand and meet shareholder needs and expectations

Livermore encourages two-way communication with its investors. The Chairman talks regularly with the Group's major shareholders and ensures that their views are communicated fully to the Board.

The Board is committed to communicating openly with shareholders to ensure that its strategy and performance are clearly understood. This is achieved through the Annual Report and the Interim Statement and through other regulatory and market announcement.

The Board recognizes the AGM as an important opportunity to meet private shareholders. The Chairman and key management are available to listen to the views of shareholders informally immediately following the AGM.

Where voting decisions are not in line with the Company's expectations the Board will engage with those shareholders to understand and address any issues. The Company Secretary is the main point of contact for such matters.

The Group also maintains a website (www.livermore-inv.com) which contains information on the Group's business, strategy, corporate information and specific disclosures required under AIM Rules and the QCA code. It contains up-to-date information for shareholders, which includes the Annual Report and Accounts since its admission to AIM, share price information, and all RNS announcements. All relevant contact details are also available on the Group's website. In addition, there is a designated email address for investor relations, [email protected].

3.    Take into account wider stakeholder and social responsibilities and their implications for long-term success

Livermore is committed to sustainably deliver long term success and creating a win-win environment for all its stakeholders. It does so by fostering strong relations and a sense of loyalty and integrity in all aspects of our business. The Directors receive feedback from its major stakeholders:

•       Shareholders: Generate strong, consistent returns, encourage open dialogue and continue reporting on investments and business activities

•       Employees: Continue to encourage independent thinking and development, institute employee engagement feedback to listen and address issues, and reward competitively and based on performance.

•       Investment and Transaction Counterparties: Active engagement through individual meetings as well as regular calls and conference attendances.

The Company maintains regular dialogue with its Nominated Advisor to ensure compliance with appropriate regulations and stay up-to-date with its responsibilities to market participants and regulators.        

4.    Embed effective risk management, considering both opportunities and threats, throughout the organization

Audit, risk and internal control: The Company has an established framework of internal financial controls, which are designed to ensure that risk of misstatement or loss is kept to a minimum. The controls are reviewed regularly by the Executive Management and the Audit Committee, as well as our external independent auditors. The external auditors include their review of internal controls in their "Key Issues Memorandum" and report to the Audit Committee.

Given the Company's size and the nature of its business, the Board does not consider that it is necessary to have an internal audit function.

The Board considers risk to the business at every Board meeting (at least 4 meetings are held each year). Both the Board and senior managers are responsible for reviewing and evaluating risk. The Executive Directors receive regular accounts and reports on trading performance, as well as new risks associated with ongoing trading. In addition to trading risks, the Board reviews operating risks such as IT, cyber security, and compliance in its meetings.

"Review of the Business and Risks" section of our Annual Report and Accounts details risks to the business and how these are mitigated.

5.    Maintain the board as a well- functioning, balanced team led by the chair

Livermore is controlled by the Board of Directors. Richard Rosenberg, the Non-executive Chairman, is responsible for the running of the Board and Noam Lanir, the Chief Executive, has executive responsibility for running the Group's business and implementing Group strategy. Ron Baron, the Chief Investment Officer, is responsible for the investment implementations and risks.

All Directors receive regular and timely information of the Group's operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. In addition, minutes of the meetings of the Directors are circulated to the Board of Directors. All Directors have direct access to the advice and services of the Company Secretary and are able to take independent professional advice in furtherance of their duties, if necessary, at the company's expense.

As at 31 December 2024, the Board comprises two Executive Directors and two Non-Executive Directors. The Board considers that all Non- executive Directors bring an independent judgement to bear notwithstanding the varying lengths of service.

The Board is supported by the Audit and Remuneration Committee.  The role of these Committees is detailed in the "Corporate Governance Statement" section of our Annual Accounts and Reports.

The Group maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles, as well as against material loss or claims against the Group. The insured values and type of cover are comprehensively reviewed on a periodic basis.

6.    Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Board of Directors' biographies are set out on our website and in the Annual Report.

The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including in areas of investment, business management, corporate governance, tax, and accounting. With two Non-executive Board members and two Executive Board members, the Board believes it has the desired balance between independence and alignment of interest.

All of the Directors are subject to election by shareholders at the first Annual General Meeting following their appointment to the Board. In accordance with the Company's Articles of Association Directors are required to seek re-election at least once every three years.

The Board is responsible to the shareholders for the proper management of the Group and meetings are held on a regular basis to set the overall direction and strategy of the Group, to review operational and financial performance and to discuss the investment environment as well as opportunities and risks. The Board is provided with key information in a timely manner to enable a proper assessment of all matters requiring a decision or insight. All key operational and investment decisions are subject to Board approval.

The Board is supported by Audit and Remuneration Committees which are considered to have the appropriate skills and knowledge to discharge their duties and responsibilities effectively.

There were 8 Board or Committee meetings held during the year ended 31 December 2024. Directors' attendance at these meetings was a follows:

The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.

The Board oversees the process and makes recommendations on all new Board appointments.  Where new Board appointments are considered the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender.

The Company Secretary and our Nominated Advisors support the Chairman in addressing the training and development needs of Directors, including:

·      AIM rules refresher provided by our Nominated Advisor

·      QCA Code updates and handbook

7.    Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

Richard Rosenberg, as Chairman of the Board, has been assessing the individual contributions of each of the members of the team to ensure that:

•       Their contribution is relevant and effective

•       That they are committed

•       Where relevant, they have maintained their independence.

The performance of board members is currently monitored on an ad-hoc basis and through individual mentoring and training sessions with the assistance of our Nominated Adviser. The Company seeks continuous improvement as part of its considerations for evaluating the performance of the Board and intends to carry out annual reviews in the future.

8.    Promote a corporate culture that is based on ethical values and behaviors

Livermore is committed to good practice and ethical behaviour and we fully recognize our responsibilities to all of our stakeholders. The Board firmly believes that sustained success will best be achieved by adhering to our corporate culture of treating all our stakeholders fairly and with respect. Accordingly, in dealing with each of the Company's principal stakeholders, we encourage our staff to operate in an honest and respectful manner.

Livermore is committed to providing a safe and congenial environment that promotes accountability, respect, and independent thought for its employees and consultants. As well, the Company has a whistleblower policy that supports and encourages ethical behavior.

The Board is committed to maintaining appropriate standards for all the Company's business activities and ensuring that these standards are set out in written policies. Key examples of such standards and policies include the 'Market Abuse Regulation Policy" and 'Anti-Bribery and Anti-Corruption Policy" and our "AIM Rules Compliance Policy".

The Board members of the Company lead by example in their personal lives and to do what is in the best interest of the Company and the community that they live in.

Richard Rosenberg, Chairman of the Board, is a trustee of a Teenage Cancer Trust, and regularly cycles and runs to raise funds for the charities he supports.

Noam Lanir, the CEO and executive director, has been actively involved in philanthropic activities including working with the Sh'erit ha-Pletah and the Foundation for the Welfare of Holocaust survivors in Israel.

Ron Baron, the CIO and executive director, founded the Israel Cycling Academy, a philanthropic venture for the development of cycling in Israel as well as a professional Pro-continental cycling team.

The Company tries to embody the ethical values of its Board members and actively looks to contribute to and engage with institutions and people that share its ethical values and behaviours

9.    Maintain governance structures and processes that are fit for purpose and support good decision- making by the board

The "Corporate Governance Statement" in our Annual Report & Accounts details the company's governance structures and why they are appropriate and suitable for the company to support good decision-making by the Board members.

The Board meets in person at least four times a year and at additional times via teleconference. At each meeting, the members discuss if the current corporate governance structures are sufficient and what improvements may be required to be in line with the needs of the Company and the regulatory environment.

10.  Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The Company encourages two-way communication with its investors and aims to respond to queries received in a timely manner. The Chairman is regularly available to communicate with the Company's major shareholders and ensures that their views are communicated fully to the Board. There is a designated email address for investor relations facilitates communication with shareholders when needed.

The Board recognizes the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

The Company publishes its performance, strategy, and governance through its Annual Report and Interim Statement, regular and timely RNS announcements as well as through its website www.livermore-inv.com. The website provides corporate information, AIM Rules related disclosures and the details on QCA code implementation.

A complete index of the disclosures required by the QCA Code, including those on the Company's website, can be found at http://www.livermore-inv.com/CorporateGovernance.

11.  The role of the NEDs.

•       Challenge the opinions of the Executive Directors, provide fresh insights in terms of strategic direction   and bring their diverse experience and expertise to the benefit of the leadership of the Group

•       Scrutinise the performance of the Executive Directors in terms of meeting agreed goals and objectives

•       Ensure that the governance, financial information, controls and systems of risk management within the Group are robust and appropriate

•       Determine the appropriate levels of remuneration of the Executive Directors

•       Provide a breadth of independent skills and experience to Board Committees.

Directors' independence

The 2018 Code recommends that the Chair of the Board should be independent. The Board is compliant with the provisions of the 2018 Code, whereby at least half the Board comprises Non-Executive Directors who are determined by the Board to be independent.

Although Richard Rosenberg, the Non-executive Chairman, has had a long tenure with the Company, he is considered to be independent as:

·      Neither Mr. Rosenberg nor his firm have any commercial engagement with the Company outside of his role as non-executive Chairman

·      The shareholding is Mr. Rosenberg in the Company is non-material

·      Mr. Rosenberg does not receive any incentive compensation related to the performance of the Company.

The Non-Executives are paid a base fee with additional amounts paid to reflect the additional time and responsibility associated with this role. The base fee has not increased for the year and additional amounts paid as shown in the remuneration report reflect the time required in carrying out the responsibilities of this role.

Richard Rosenberg, Non-executive Chairman

Remuneration Report

The remuneration report has been formed in accordance with the requirements of AIM rule 19 and is not intended to comply with the UK statutory requirements. 

The Directors' emoluments, benefits and shareholdings during the year ended 31 December 2024 were as follows:

Directors' Emoluments

Each of the Directors has a service contract with the Company.

Directors' Interests

Interests of Directors in ordinary shares 

* after consideration of the treasury shares

Noam Lanir has his interest in ordinary shares through direct or indirect ownership of the whole issued share capital of Groverton Management Limited. Further information is provided in note 24 to the financial statements. -

Ron Baron has his interest in ordinary shares through ownership of the whole issued share capital of Livermore Management Limited.

Remuneration Policy

The Company's policy has been designed to ensure that the Company has the ability to attract, retain and motivate executive Directors and other key management personnel to ensure the success of the organization.

The following key principles guide its policy:

·      Policy for the remuneration of executive Directors will be determined and regularly reviewed independently of executive management and will set the tone for the remuneration of other senior executives.

·      The remuneration structure will support and reflect the Company's stated purpose to maximize long-term shareholder value.

·      The remuneration structure will reflect a just system of rewards for the participants.

·      The overall quantum of all potential remuneration components will be determined by the exercise of informed judgement of the independent remuneration committee, taking into account the success of the Company and the competitive global market.

·      A significant personal shareholding will be developed in order to align executive and shareholder interests.

·      The assessment of performance will be quantitative and qualitative and will include exercise of informed judgement by the remuneration committee within a framework that takes account of sector characteristics and is approved by shareholders.

·      The committee will be proactive in obtaining an understanding of shareholder preferences.

·      Remuneration policy and practices will be as transparent as possible, both for participants and shareholders

·      The wider scene, including pay and employment conditions elsewhere in the Company, will be taken into account, especially when determining annual salary increases.

Review of the Business and Risks

Risks

The Board considers that the risks the Shareholders face can be divided into external and internal risks.

External risks to shareholders and their returns are those that can severely influence the investment environment within which the Company operates, and include economic recession, declining corporate profitability, higher corporate default rates and lower than historical recoveries, rising inflation and interest rates and excessive stock-market speculation.

The Company's portfolio is exposed to credit risk, interest rate changes, liquidity risk and volatility particularly in the US. In addition, the portfolio is exposed to currency risks as some of the underlying portfolio is invested in assets denominated in non-US currencies while the Company's functional currency is USD. Investments in certain emerging markets are especially exposed to governmental and regulatory risks. 

The mitigation of these risks is achieved by following micro and macroeconomic trends and changes, regular monitoring of underlying assets and price movements and investment diversification. The Company also engages from time to time in certain hedging activities to mitigate these risks.

As of the date of this report, although inflation rates seem to have come down towards central bank targets, they are still too high for comfort and therefore most developed economies remain in a high interest rate environment. High interest rates for a longer period of time can create increased credit risk and lead to higher defaults and potential underperformance of our investments in Collateralized Loan Obligations in the US. The Company has mitigated risk by limiting reinvestment and retaining higher amounts of cash in recent years.  The Company continues to be conservatively positioned with 44.2m of cash, deposits, and investments in US treasury bills as of 31 December 2024 and plans to maintain strong liquidity and stay debt free.

Internal risks to shareholders and their returns are related to Portfolio risks (investment and geography selection and concentration), balance sheet risk (gearing) and/or investment mismanagement risks. The Company's portfolio has a significant exposure to senior secured loans of US companies and therefore has a concentration risk to this asset class.

A periodic internal review is performed to ensure transparency of Company activities and investments. All service providers to the Company are regularly reviewed. The mitigation of the risks related to investments is effected by investment restrictions and guidelines and through reviews at Board Meetings.

As the portfolio of the Company is currently invested in USD denominated assets, movements in other currencies are expected to have a limited impact on the business.

On the asset side, the Company's exposure to interest rate risk is limited to the interest-bearing deposits and portfolio of bonds and loans in which the Company invests. Currently, the Company is primarily invested in sub-investment grade corporate loans through CLOs, which exposes the Company to credit risk (defaults and recovery rates, loan spreads over base rate) as well as liquidity risks in the CLO market.

Management monitors liquidity to ensure that sufficient liquid resources are available to the Company. The Company's credit risk is primarily attributable to its fixed income portfolio, which is exposed to corporate bonds with a particular exposure to the financial sector and to US senior secured loans.

Further information on financial risk management is provided in note 27 of the financial statements.   

Share Capital

There was no change in the authorised share capital during the year to 31 December 2024. The authorised share capital is 1,000,000,000 ordinary shares with no par value.

Related party transactions

Details of any transactions of the Company with related parties during the year to 31 December 2024 are disclosed in note 24 to the financial statements.

By order of the Board of Directors

Chief Executive Officer

22 May 2025

Independent Auditor's Report to the Members of Livermore Investments Group Limited

Opinion

We have audited the consolidated financial statements of Livermore Investments Group Limited and its subsidiary Livermore Capital AG (the ''Group''), which are presented in pages 28 to 56  and comprise the Consolidated statement of financial position as at 31 December 2024, and the consolidated statement of profit or loss, Consolidated statement of comprehensive income, Consolidated statement of changes in equity and Consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2024, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the ''Auditor's Responsibilities for the Audit of the Consolidated Financial Statements'' section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in Cyprus, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Other Information

The Board of Directors is responsible for the other information. The other information comprises the information included in the Highlights, Chairman's and Chief Executive's Review, Review of Activities, Report of the Directors, Corporate Governance Statement, Remuneration report, Review of the Business and Risks, but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors for the Consolidated Financial Statements

The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

This report, including the opinion, has been prepared for and only for the Group's members as a body and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.

The engagement partner on the audit resulting in this independent auditor's report is Mr Polyvios Polyviou.

Livermore Investments Group Limited

Consolidated Statement of Financial Position at 31 December 2024

These financial statements were approved by the Board of Directors on 22 May 2025.

The notes 1 to 29 form part of these consolidated financial statements.

Livermore Investment Group Limited

Consolidated Statement of Profit or Loss for the year ended 31 December 2024

The profit for the year is wholly attributable to the owners of the parent.

The notes 1 to 29 form part of these consolidated financial statements.

Livermore Investment Group Limited

Consolidated Statement of Comprehensive Income for the year ended 31 December 2024

The total comprehensive income for the year is wholly attributable to the owners of the parent.

The notes 1 to 29 form part of these consolidated financial statements.