TIDMAAEV
Albion Enterprise VCT PLC
LEI Code 213800OVSRDHRJBMO720
As required by the UK Listing Authority's Disclosure Guidance
and Transparency Rule 4.2, Albion Enterprise VCT PLC today makes
public its information relating to the Half-yearly Financial Report
(which is unaudited) for the six months to 30 September 2022. This
announcement was approved by the Board of Directors on 7 December
2022.
The full Half-yearly Financial Report (which is unaudited) for
the period to 30 September 2022, will shortly be sent to
shareholders. Copies of the full Half-yearly Financial Report will
be shown via the Albion Capital Group LLP website by clicking
www.albion.capital/funds/AAEV/30Sep22.pdf.
Investment policy
Albion Enterprise VCT PLC (the "Company") is a Venture Capital
Trust and the investment objective of the Company is to provide
investors with a regular source of income, combined with the
prospect of longer term capital growth.
The Company will invest in a broad portfolio of higher growth
businesses across a variety of sectors of the UK economy including
higher risk technology companies. Allocation of assets will be
determined by the investment opportunities which become available
but efforts will be made to ensure that the portfolio is
diversified both in terms of sector and stage of maturity of
company.
VCT qualifying and non-VCT qualifying investments
Application of the investment policy is designed to ensure that
the Company continues to qualify and is approved as a VCT by HM
Revenue and Customs ("VCT regulations"). The maximum amount
invested in any one company is limited to relevant HMRC annual
investment limits. It is intended that normally at least 80 per
cent. of the Company's funds will be invested in VCT qualifying
investments. The VCT regulations also have an impact on the type of
investments and qualifying sectors in which the Company can make
investment.
Funds held prior to investing in VCT qualifying assets or for
liquidity purposes will be held as cash on deposit, invested in
floating rate notes or similar instruments with banks or other
financial institutions with high credit ratings or invested in
liquid open-ended equity funds providing income and capital equity
exposure (where it is considered economic to do so). Investment in
such open-ended equity funds will not exceed 10 per cent. of the
Company's assets at the time of investment.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses
within Venture Capital Trust qualifying industry sectors using a
mixture of securities. The maximum amount which the Company will
invest in a single company is 15 per cent. of the Company's assets
at cost, thus ensuring a spread of investment risk. The value of an
individual investment may increase over time as a result of trading
progress and it is possible that it may grow in value to a point
where it represents a significantly higher proportion of total
assets prior to a realisation opportunity being available.
Gearing
The Company's maximum exposure in relation to gearing is
restricted to 10 per cent. of its adjusted share capital and
reserves.
Financial calendar
Record date for second dividend 3 February 2023
Payment date for second dividend 28 February 2023
Financial year end 31 March
Financial summary
Audited
Unaudited six months ended Unaudited six months ended year ended
30 September 2022 30 September 2021 31 March 2022
(pence per share) (pence per share) (pence per share)
-------------- -------------------------- -------------------------- -----------------
Opening net
asset value 132.28 114.60 114.60
Capital
(loss)/return (2.13) 18.04 23.78
Revenue
return/(loss) 0.15 (0.94) 0.19
-------------------------- -------------------------- -----------------
Total
(loss)/return (1.98) 17.10 23.97
Dividends paid (3.31) (2.87) (6.09)
Impact from
share capital
movements 0.01 0.02 (0.20)
-------------------------- -------------------------- -----------------
Net asset
value 127.00 128.85 132.28
-------------------------- -------------------------- -----------------
Pence per share
Total dividends paid to 30 September 2022 65.69
Net asset value on 30 September 2022 127.00
---------------
Total shareholder value to 30 September 2022 192.69
--------------------------------------------- ---------------
A more detailed breakdown of the dividends paid per year can be
found at www.albion.capital/funds/AAEV under the 'Dividend History'
section.
In addition to the dividends summarised above, the Board has
declared a second dividend for the year ending 31 March 2023, of
3.18 pence per share to be paid on 28 February 2023 to shareholders
on the register on 3 February 2023.
Interim management report
Introduction
In the six months to 30 September 2022, the Company generated a
total loss of 1.98 pence per share, representing a 1.5% decrease on
the opening net asset value. After 12 months of growth last
financial year (20.7% shareholder return for the year ended 31
March 2022), this relatively small decrease reflects the multiple
headwinds which all enterprises currently face. Following the
payment of the first interim dividend of 3.31 pence per share paid
to shareholders on 31 August 2022, the net asset value ("NAV") at
30 September 2022 was 127.00 pence per share (31 March 2022: 132.28
pence per share). Despite the ongoing uncertainty resulting from
rising interest rates, high levels of inflation and the war in
Ukraine, our portfolio companies continue to show resilience
through the underlying quality of their business offering.
Valuations and results
The total loss on investments for the six months to 30 September
2022 was GBP0.9 million (30 September 2021: gain of GBP15.8
million). The key upward movements in the period resulting from
strong trading include: a GBP1.2 million increase in the valuation
of Threadneedle Software Holdings (T/A Solidatus) and a GBP0.9
million increase in the valuation of Convertr Media.
The challenging economic environment has resulted in falling
valuations in some technology and healthcare companies which has
consequently led to some write-downs in our portfolio. The largest
of these has been Black Swan Data (loss of GBP0.9 million), and
Egress Software Technologies (loss of GBP0.7 million). Although
Egress has been written down in line with falls in market
multiples, we are encouraged that it continues to grow and has the
potential to recover value in time.
Our top 3 portfolio companies now account for 29.3% of the
Company's NAV (30 September 2021: 34.0%; 31 March 2022: 28.8%).
Further details of the portfolio of investments and investment
realisations can be found below.
Dividends
In line with our dividend policy targeting a dividend around 5%
of NAV per annum the Company paid a first interim dividend of 3.31
pence per share during the period to 30 September 2022 (30
September 2021: 2.87 pence per share). The Company will pay a
second interim dividend for the financial year ending 31 March 2023
of 3.18 pence per share on 28 February 2023 to shareholders on the
register on 3 February 2023, being 2.5% of the 30 September 2022
NAV.
This will bring the total dividends paid for the year ending 31
March 2023 to 6.49 pence per share, which equates to a 4.9% yield
on the opening NAV of 132.28 pence per share.
Dividend Reinvestment Scheme ("DRIS")
The Company continues to offer a DRIS whereby shareholders can
elect to receive dividends in the form of new shares. Shareholders
not currently in the DRIS have the option to elect to have their
dividends reinvested into new shares through the DRIS by logging
into their account at www.investorcentre.co.uk. Please note that
shareholders who hold their shares in CREST will need to contact
their CREST service provider.
The terms and conditions for the DRIS can be found on the
Company's webpage on the Manager's website at
www.albion.capital/funds/AAE
https://www.globenewswire.com/Tracker?data=kzdVQO4mM7EKoccqXHXdmZZJ6ztKE9boCwkkOCvdujPnWV0nctQC8IUZ_hQCwCS7pBVVAgq1LM4eLTw2dzbTwA==
V
https://www.globenewswire.com/Tracker?data=bIlau3tcnezGGdJBSaPKFbvq5pcbagWE9_uODxnwpjzCMVlxBV08fcDsdM-ufsMBV6ReNflqqqFyLIYBmshogg==
under the 'Fund reports' section.
Investment activity
During the period the Company has invested GBP4.7 million into
new portfolio companies, comprising:
-- GBP1.3 million into Toqio FinTech Holdings, a provider of embedded
FinTech solutions;
-- GBP0.9 million into PeakData, a provider of insights and analytics to
pharmaceutical companies about therapeutic areas;
-- GBP0.8 million into GX Molecular (T/A CS Genetics), a developer of
single-cell sequencing solutions;
-- GBP0.6 million into OutThink, a SaaS platform to measure and manage human
risk for enterprises;
-- GBP0.6 million into Neurofenix, a neurorehabilitation platform; and
-- GBP0.5 million into Ophelos, an autonomous and ethical debt resolution
platform.
A further GBP2.1 million was invested in supporting our existing
portfolio companies to help them as they continue to grow,
including GBP0.8 million into The Voucher Market (T/A WeGift), and
GBP0.7 million into Gravitee TopCo (T/A Gravitee.io).
Investment portfolio by sector
The pie chart at the end of this announcement shows the
different sectors in which the Company's assets, at carrying value,
were invested on 30 September 2022.
Share buy-backs
It remains the Board's policy to buy-back shares in the market,
subject to the overall constraint that such purchases are in the
Company's interest. This includes the maintenance of sufficient
cash resources for investment in new and existing portfolio
companies and the continued payment of dividends to
shareholders.
It is the Board's intention that such buy-backs should be at
around a 5% discount to net asset value, in so far as market
conditions and liquidity permit.
Transactions with the Manager
Details of transactions with the Manager for the reporting
period can be found in note 5. Details of related party
transactions can be found in note 11.
Risks and uncertainties
The UK is experiencing its highest level of inflation in
decades, rising interest rates, and uncertainty over the future
course, and global impact, of Russia's invasion of Ukraine, in
addition to the risks around Covid-19. Our investment portfolio,
while concentrated principally in the technology and healthcare
sectors, remains diversified in terms of both sub-sector and stage
of maturity.
In accordance with DTR 4.2.7, the Board confirms that the
principal risks and uncertainties facing the Company have not
materially changed from those identified in the Annual Report and
Financial Statements for the year ended 31 March 2022. The current
high levels of inflation and the war in Ukraine have created
heightened uncertainty but have not changed the nature of the
principal risks. The Board considers that the present processes for
mitigating those risks remain appropriate.
The principal risks faced by the Company are:
-- Investment, performance and valuation risk;
-- VCT approval and regulatory change risk;
-- Regulatory and compliance risk;
-- Operational and internal control risk (including cyber and data security);
-- Economic and political risk;
-- Liquidity risk; and
-- Environmental, social and governance ("ESG") risk.
A detailed explanation of the principal risks facing the Company
can be found in the Annual Report and Financial Statements for the
year ended 31 March 2022 on pages 16 to 18, copies of which are
available on the Company's webpage on the Manager's website at
www.albion.capital/funds/AAEV under the 'Financial Reports and
Circulars' section.
Albion VCTs Top Up Offers
Your Board, in conjunction with the boards of the other five
VCTs managed by Albion Capital Group LLP, launched a prospectus top
up offer of new Ordinary shares for subscription in the 2022/23 and
2023/24 tax years on 10 October 2022. The prospectus is available
online at www.albion.capital/vct-hub/current-offers.
The proceeds will be used to provide support to our existing
portfolio companies and to enable us to take advantage of new
investment opportunities, six of which are detailed above.
To ensure efficient Shareholder communication the Board is
actively encouraging Shareholders who are currently receiving hard
copy information to change their preferences to electronic
communications. There are many reasons why we think this is the
right thing to do including being more environmentally friendly,
and the immediacy of getting information to you regarding the
Company and new Offers.
Shareholders can sign up for e-Comms by going to:
www.investorcentre.co.uk/ecomms.
Prospects
Whilst disappointed with the small loss for the period, the
Board remains encouraged by the prospects for our portfolio
companies against a backdrop of multiple macroeconomic and
geopolitical uncertainties and challenges. Our focus on technology
and healthcare, thus minimising exposure to discretionary consumer
expenditure, is designed to help the Company weather uncertain
times. Importantly the Company has the cash resources to capitalise
on exciting new investment opportunities being seen by the Manager
and to support the existing portfolio.
Maxwell Packe
Chairman
7 December 2022
Responsibility statement
The Directors, Maxwell Packe, Christopher Burrows, Rhodri
Whitlock, Pippa Latham and Patrick Reeve, are responsible for
preparing the Half-yearly Financial Report. In preparing these
condensed Financial Statements for the period to 30 September 2022
we, the Directors of the Company, confirm that to the best of our
knowledge:
(a) the condensed set of Financial Statements, which has been prepared in accordance with Financial Reporting Standard 104 "Interim Financial Reporting", give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company as required by DTR 4.2.4R;
(b) the Interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
(c) the Interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
This Half-yearly Financial Report has not been audited or
reviewed by the Auditor.
For and on behalf of the Board
Maxwell Packe
Chairman
7 December 2022
Portfolio of investments
On 30 September 2022
Cumulative movement Change in
Fixed asset % voting Cost in value Value value for the period(*)
investments rights GBP'000 GBP'000 GBP'000 GBP'000
------------------- -------- -------- ------------------- -------- ------------------------
Quantexa 2.5 2,108 12,422 14,530 -
Egress Software
Technologies 9.9 3,365 9,197 12,562 (745)
Proveca 9.6 1,512 4,799 6,311 79
Oviva 2.8 2,601 2,716 5,317 (40)
Radnor House School
(TopCo) 9.4 1,729 1,640 3,369 (47)
The Evewell Group 6.1 1,477 1,405 2,882 15
Threadneedle
Software Holdings
(T/A Solidatus) 2.2 1,360 1,158 2,518 1,158
Cantab Research
(T/A
Speechmatics) 1.6 1,359 806 2,165 182
Regenerco Renewable
Energy 12.5 1,261 807 2,068 22
Convertr Media 6.2 992 911 1,903 869
Gravitee TopCo (T/A
Gravitee.io) 3.5 1,431 366 1,797 157
The Voucher Market
(T/A WeGift) 2.2 1,396 327 1,723 327
Healios 4.0 1,134 522 1,656 -
The Street by
Street Solar
Programme 8.6 891 699 1,590 (30)
Aridhia Informatics 6.4 1,244 240 1,484 (41)
Panaseer 2.3 816 592 1,408 204
Elliptic
Enterprises 0.9 1,219 175 1,394 (279)
NuvoAir Holdings 2.0 826 501 1,327 201
Toqio FinTech
Holdings 1.8 1,279 45 1,324 45
Alto Prodotto Wind 11.1 753 457 1,210 (53)
Black Swan Data 4.2 1,967 (785) 1,182 (925)
TransFICC 2.6 938 223 1,161 -
Greenenerco 28.6 675 445 1,120 (45)
Locum's Nest 5.1 602 348 950 (71)
PeakData 1.9 862 78 940 78
Seldon Technologies 1.9 911 - 911 -
Beddlestead 8.1 966 (87) 879 (189)
uMotif 3.6 1,109 (268) 841 (135)
InCrowd Sports 3.8 588 247 835 73
GX Molecular (T/A
CS Genetics) 2.7 786 - 786 -
Cisiv 8.7 799 (86) 713 (460)
Arecor Therapeutics 0.9 329 331 660 (340)
Koru Kids 2.5 674 (25) 649 (327)
OutThink 2.6 644 - 644 -
DySIS Medical 3.8 2,742 (2,150) 592 -
Neurofenix 2.7 552 - 552 -
Ophelos 2.0 526 - 526 -
Accelex Technology 2.9 517 - 517 -
Perchpeek 1.5 511 - 511 -
Oxsensis 5.1 1,151 (768) 383 (427)
Zift Channel
Solutions 2.0 1,053 (698) 355 3
Brytlyt 1.8 341 - 341 -
Imandra 1.3 173 110 283 (163)
AVESI 5.5 179 59 238 1
Limitless
Technology 1.8 471 (236) 235 (120)
Mirada Medical 5.0 1,487 (1,279) 208 21
uMedeor (T/A uMed) 1.3 201 1 202 1
Memsstar 8.9 192 (10) 182 (34)
Regulatory Genome
Development 0.7 114 - 114 -
MHS 1 1.2 83 4 87 18
Symetrica 0.2 55 (11) 44 -
Forward Clinical
(T/A Pando) 1.8 218 (215) 3 -
Concirrus 1.6 830 (830) - (247)
Total fixed asset
investments 51,999 34,183 86,182 (1,264)
------------------- -------- -------- ------------------- -------- ------------------------
* as adjusted for additions and disposals during the period;
including realised gains/(losses).
Opening Total Gain/(loss) on
carrying Disposal realised opening
Investment realisations in the period to 30 September Cost value proceeds gain/(loss) value
2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------------------------ -------- --------- --------- ------------ --------------
Disposals:
------------------------------------------------------
Arecor Therapeutics 72 218 170 98 (48)
Abcodia 987 4 5 (982) 1
Avora 430 10 - (430) (10)
Sandcroft Avenue (T/A Hussle) 1,370 - - (1,370) -
Loan stock repayments and other:
------------------------------------------------------
Greenenerco 32 46 46 14 -
Alto Prodotto Wind 30 45 45 15 -
Escrow adjustments* - - 386 386 386
Total fixed asset realisations 2,921 323 652 (2,269) 329
------------------------------------------------------ -------- --------- --------- ------------ --------------
* These comprise fair value movements on deferred consideration
on previously disposed investments and expenses which are
incidental to the purchase or disposal of an investment.
Total change in value of investments for the period (1,264)
Movement in loan stock accrued interest (87)
-------
Unrealised losses on fixed asset investments sub-total (1,351)
Realised gains in the current period 329
Finance income from the unwinding of discount on deferred
consideration 150
Total losses on investments as per Income statement (872)
----------------------------------------------------------- -------
Condensed income statement
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2022 30 September 2021 31 March 2022
---------------------------------------------------------- ---- ------------------------------- ------------------------------- -------------------------------
Revenue Capital Revenue Capital Revenue Capital
Note GBP'000 GBP'000 Total GBP'000 GBP'000 GBP'000 Total GBP'000 GBP'000 GBP'000 Total GBP'000
---- ------- ------- ------------- ------- ------- ------------- ------- ------- -------------
(Losses)/gains on
investments 3 - (872) (872) - 15,752 15,752 - 21,636 21,636
Investment income 4 553 - 553 297 - 297 886 - 886
Investment
Manager's fees 5 (116) (1,044) (1,160) (755) (2,266) (3,021) (196) (3,696) (3,892)
Other expenses (301) - (301) (250) - (250) (549) - (549)
------- ------- ------------- ------- ------- ------------- ------- ------- -------------
Return/(loss) on
ordinary activities before taxation 136 (1,916) (1,780) (708) 13,486 12,778 141 17,940 18,081
Tax on ordinary activities - - - - - - - - -
------- ------- ------------- ------- ------- ------------- ------- ------- -------------
Return/(loss) and total comprehensive income attributable
to shareholders 136 (1,916) (1,780) (708) 13,486 12,778 141 17,940 18,081
------- ------- ------------- ------- ------- ------------- ------- ------- -------------
Basic and diluted return/(loss) per share (pence)* 7 0.15 (2.13) (1.98) (0.94) 18.04 17.10 0.19 23.78 23.97
---- ------- ------- ------------- ------- ------- ------------- ------- ------- -------------
* adjusted for treasury shares
The accompanying notes below form an integral part of this
Half-yearly Financial Report.
Comparative figures have been extracted from the unaudited
Half-yearly Financial Report for the six months ended 30 September
2021 and the audited statutory accounts for the year ended 31 March
2022.
The total column of this Condensed income statement represents
the profit and loss account of the Company. The supplementary
revenue and capital columns have been prepared in accordance with
The Association of Investment Companies' Statement of Recommended
Practice.
Condensed balance sheet
Audited
Unaudited Unaudited 31 March
30 September 2022 30 September 2021 2022
Note GBP'000 GBP'000 GBP'000
-------------------- ----- ------------------ ------------------ ---------
Fixed asset
investments 86,182 80,897 80,842
Current assets
Trade and other
receivables 2,679 2,304 10,725
Cash and cash
equivalents 26,008 15,758 29,552
------------------ ------------------ ---------
28,687 18,062 40,277
Total assets 114,869 98,959 121,119
Payables
Trade and other
payables less than
one year (828) (2,911) (2,704)
------------------ ------------------ ---------
Total assets less
current
liabilities 114,041 96,048 118,415
------------------ ------------------ ---------
Equity attributable
to equity holders
Called-up share
capital 8 1,028 859 1,017
Share premium 9,606 54,009 8,278
Capital redemption
reserve - 104 -
Unrealised capital
reserve 34,037 33,133 32,790
Realised capital
reserve 14,253 12,619 17,416
Other distributable
reserve 55,117 (4,676) 58,914
------------------ ------------------ ---------
Total equity
shareholders'
funds 114,041 96,048 118,415
------------------ ------------------ ---------
Basic and diluted
net asset value per
share (pence)* 127.00 128.85 132.28
* excluding treasury shares
The accompanying notes below form an integral part of this
Half-yearly Financial Report.
Comparative figures have been extracted from the unaudited
Half-yearly Financial Report for the six months ended 30 September
2021 and the audited statutory accounts for the year ended 31 March
2022.
These Financial Statements were approved by the Board of
Directors, and authorised for issue on 7 December 2022 and were
signed on its behalf by
Maxwell Packe
Chairman
Company number: 05990732
Condensed statement of changes in equity
Called-up Unrealised Realised
share Share capital capital Other distributable
capital premium Capital redemption reserve reserve reserve* reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------------------- --------- -------- --------------------------- ---------- --------- ------------------- --------
As at 1 April 2022 1,017 8,278 - 32,790 17,416 58,914 118,415
Return/(loss) and total comprehensive income for the
period - - - (1,351) (565) 136 (1,780)
Transfer of previously unrealised losses on disposal
of investments - - - 2,598 (2,598) - -
Issue of equity 11 1,366 - - - - 1,377
Cost of issue of equity - (38) - - - - (38)
Purchase of own shares for treasury - - - - - (964) (964)
Dividends paid - - - - - (2,969) (2,969)
As at 30 September 2022 1,028 9,606 - 34,037 14,253 55,117 114,041
----------------------------------------------------- --------- -------- --------------------------- ---------- --------- ------------------- --------
As at 1 April 2021 852 53,258 104 17,538 14,728 (1,082) 85,398
Return/(loss) and total comprehensive income for the
period - - - 15,621 (2,135) (708) 12,778
Transfer of previously unrealised gains on disposal
of investments - - - (26) 26 - -
Issue of equity 7 778 - - - - 785
Cost of issue of equity - (27) - - - - (27)
Purchase of own shares for treasury - - - - - (747) (747)
Dividends paid - - - - - (2,139) (2,139)
As at 30 September 2021 859 54,009 104 33,133 12,619 (4,676) 96,048
----------------------------------------------------- --------- -------- --------------------------- ---------- --------- ------------------- --------
As at 1 April 2021 852 53,258 104 17,538 14,728 (1,082) 85,398
Return and total comprehensive income for the year - - - 17,239 701 141 18,081
-----------------------------------------------------
Transfer of previously unrealised gains on disposal
of investments - - - (1,987) 1,987 - -
Issue of equity 165 21,638 - - - - 21,803
Cost of issue of equity - (544) - - - - (544)
Reduction of share premium and capital redemption
reserve - (66,074) (104) - - 66,178 -
Purchase of own shares for treasury - - - - - (1,795) (1,795)
Dividends paid - - - - - (4,528) (4,528)
As at 31 March 2022 1,017 8,278 - 32,790 17,416 58,914 118,415
----------------------------------------------------- --------- -------- --------------------------- ---------- --------- ------------------- --------
* Included within these reserves is an amount of GBP30,514,000
(30 September 2021: GBP7,943,000; 31 March 2022: GBP37,334,000)
which is considered distributable. Over the next three years an
additional GBP35,819,000 will become distributable. This is due to
the HMRC requirement that the Company cannot use capital raised in
the past three years to make a payment or distribution to
shareholders.
Condensed statement of cash flows
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2022 30 September 2021 31 March 2022
GBP'000 GBP'000 GBP'000
----------------------------- ------------------ ------------------ --------------
Cash flow from operating
activities
Investment income received 304 298 826
Dividend income received 117 - -
Deposit interest received 45 1 3
Investment Manager's fees
paid (3,095) (1,224) (2,084)
Other cash payments (362) (271) (503)
Net cash flow from operating
activities (2,991) (1,196) (1,758)
Cash flow from investing
activities
Purchase of fixed asset
investments (7,377) (5,173) (8,519)
Disposal of fixed asset
investments 964 112 9,379
Net cash flow from investing
activities (6,413) (5,061) 860
Cash flow from financing
activities
Issue of share capital 9,178 430 12,230
Cost of issue of equity (18) (16) (19)
Dividends paid* (2,446) (1,792) (3,806)
Purchase of own shares
(including costs) (854) (1,036) (2,384)
Net cash flow from financing
activities 5,860 (2,414) 6,021
(Decrease)/increase in cash
and cash equivalents (3,544) (8,671) 5,123
Cash and cash equivalents at
start of the period 29,552 24,429 24,429
------------------ ------------------ --------------
Cash and cash equivalents at
end of the period 26,008 15,758 29,552
------------------ ------------------ --------------
*The dividends paid shown in the cash flow are different to the
dividends disclosed in note 6 as a result of the non-cash effect of
the Dividend Reinvestment Scheme.
Notes to the condensed Financial Statements
1. Basis of accounting
The Financial Statements have been prepared in accordance with
applicable United Kingdom law and accounting standards, including
Financial Reporting Standard 102 ("FRS 102"), and with the
Statement of Recommended Practice "Financial Statements of
Investment Trust Companies and Venture Capital Trusts" ("SORP")
issued by The Association of Investment Companies ("AIC"). The
Financial Statements have been prepared on a going concern
basis.
The preparation of the Financial Statements requires management
to make judgements and estimates that affect the application of
policies and reported amounts of assets, liabilities, income and
expenses. The most critical estimates and judgements relate to the
determination of carrying value of investments at Fair Value
Through Profit and Loss ("FVTPL") in accordance with FRS 102
sections 11 and 12. The Company values investments by following the
International Private Equity and Venture Capital Valuation ("IPEV")
Guidelines as updated in 2018 and further detail on the valuation
techniques used are outlined in note 2 below.
Company information can be found on page 2 of the full
Half-yearly Financial Report.
2. Accounting policies
Fixed asset investments
The Company's business is investing in financial assets with a
view to profiting from their total return in the form of income and
capital growth. This portfolio of financial assets is managed and
its performance evaluated on a fair value basis, in accordance with
a documented investment policy, and information about the portfolio
is provided internally on that basis to the Board.
In accordance with the requirements of FRS 102, those
undertakings in which the Company holds more than 20 per cent. of
the equity as part of an investment portfolio are not accounted for
using the equity method. In these circumstances the investment is
measured at FVTPL.
Upon initial recognition (using trade date accounting)
investments, including loan stock, are classified by the Company as
FVTPL and are included at their initial fair value, which is cost
(excluding expenses incidental to the acquisition which are written
off to the Income statement).
Subsequently, the investments are valued at 'fair value', which
is measured as follows:
-- Investments listed on recognised exchanges are valued at their bid prices
at the end of the accounting period or otherwise at fair value based on
published price quotations.
-- Unquoted investments, where there is not an active market, are valued
using an appropriate valuation technique in accordance with the IPEV
Guidelines. Indicators of fair value are derived using established
methodologies including earnings multiples, revenue multiples, the level
of third party offers received, cost or price of recent investment rounds,
net assets and industry valuation benchmarks. Where price of recent
investment is used as a starting point for estimating fair value at
subsequent measurement dates, this has been benchmarked using an
appropriate valuation technique permitted by the IPEV guidelines.
-- In situations where cost or price of recent investment is used,
consideration is given to the circumstances of the portfolio company
since that date in determining fair value. This includes consideration of
whether there is any evidence of deterioration or strong definable
evidence of an increase in value. In the absence of these indicators, the
investment in question is valued at the amount reported at the previous
reporting date. Examples of events or changes that could indicate a
diminution include:
-- the performance and/or prospects of the underlying business are
significantly below the expectations on which the investment was
based;
-- a significant adverse change either in the portfolio company's
business or in the technological, market, economic, legal or
regulatory environment in which the business operates; or
-- market conditions have deteriorated, which may be indicated by a
fall in the share prices of quoted businesses operating in the
same or related sectors.
Investments are recognised as financial assets on legal
completion of the investment contract and are de-recognised on
legal completion of the sale of an investment.
Dividend income is not recognised as part of the fair value
movement of an investment but is recognised separately as
investment income through the other distributable reserve when a
share becomes ex-dividend.
Current assets and payables
Receivables (including debtors due after more than one year),
payables and cash are carried at amortised cost, in accordance with
FRS 102. Debtors due after more than one year meet the definition
of a financing transaction held at amortised cost, and interest
will be recognised through capital over the credit period using the
effective interest method. There are no financial liabilities other
than payables.
Investment income
Equity income
Dividend income is included in revenue when the investment is
quoted ex-dividend.
Unquoted loan stock income
Fixed returns on non-equity shares and debt securities are
recognised when the Company's right to receive payment and expect
settlement is established. Where interest is rolled up and/or
payable at redemption then it is recognised as income unless there
is reasonable doubt as to its receipt.
Bank interest income
Interest income is recognised on an accruals basis using the
rate of interest agreed with the bank.
Investment management fee, performance incentive fee and
expenses
All expenses have been accounted for on an accruals basis.
Expenses are charged through the other distributable reserve except
the following which are charged through the realised capital
reserve:
-- 90% of management fees and 100% of performance incentive fees, if any,
are allocated to the realised capital reserve. This has changed from 75%
for both management fees and performance incentive fees in the period
ended 30 September 2021, to better align with the Board's expectation
that over the long term the majority of the Company's investment returns
will be in the form of capital gains; and
-- expenses which are incidental to the purchase or disposal of an
investment are charged through the realised capital reserve.
Taxation
Taxation is applied on a current basis in accordance with FRS
102. Current tax is tax payable/(refundable) in respect of the
taxable profit/(tax loss) for the current period or past reporting
periods using the tax rates and laws that have been enacted or
substantively enacted at the financial reporting date. Taxation
associated with capital expenses is applied in accordance with the
SORP.
Deferred tax is provided in full on all timing differences at
the reporting date. Timing differences are differences between
taxable profits and total comprehensive income as stated in the
Financial Statements that arise from the inclusion of income and
expenses in tax assessments in periods different from those in
which they are recognised in the Financial Statements. As a VCT the
Company has an exemption from tax on capital gains. The Company
intends to continue meeting the conditions required to obtain
approval as a VCT in the foreseeable future. The Company therefore,
should have no material deferred tax timing differences arising in
respect of the revaluation or disposal of investments and the
Company has not provided for any deferred tax.
Share capital and reserves
Called-up share capital
Called-up share capital accounts for the nominal value of the
Company's shares.
Share premium
This reserve accounts for the difference between the price paid
for the Company's shares and the nominal value of those shares,
less issue costs and transfers to the other distributable
reserve.
Capital redemption reserve
This reserve accounts for amounts by which the issued share
capital is diminished through the repurchase and cancellation of
the Company's own shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at
the year end against cost are included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
-- gains and losses compared to cost on the realisation of investments, or
permanent diminutions in value;
-- expenses, together with the related taxation effect, charged in
accordance with the above policies; and
-- dividends paid to equity holders where paid out by capital.
Other distributable reserve
The special reserve, treasury share reserve and the revenue
reserve were combined in 2013 to form a single reserve named other
distributable reserve.
This reserve accounts for movements from the revenue column of
the Income statement, the payment of dividends, the buy-back of
shares and other non-capital realised movements.
Dividends
Dividends by the Company are accounted for when the liability to
make the payment (record date) has been established.
Segmental reporting
The Directors are of the opinion that the Company is engaged in
a single operating segment of business, being investment in smaller
companies principally based in the UK.
3. (Losses)/gains on investments
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2022 30 September 2021 31 March 2022
GBP'000 GBP'000 GBP'000
---------------------- ------------------ ------------------ --------------
Unrealised
(losses)/gains on
fixed asset
investments (1,351) 15,621 17,239
Realised gains on
fixed asset
investments 329 2 4,129
Finance income from
deferred
consideration 150 129 268
(872) 15,752 21,636
------------------ ------------------ --------------
4. Investment income
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2022 30 September 2021 31 March 2022
GBP'000 GBP'000 GBP'000
---------------------- ------------------ ------------------ --------------
Loan stock interest 391 296 883
Dividend income 117 - -
Bank deposit interest 45 1 3
553 297 886
------------------ ------------------ --------------
5. Investment Manager's fees
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2022 30 September 2021 31 March 2022
GBP'000 GBP'000 GBP'000
-------------------- ------------------ ------------------ --------------
Investment
management fee
charged to revenue 116 227 196
Investment
management fee
charged to capital 1,044 680 1,762
Performance
incentive fee
charged to revenue - 528 -
Performance
incentive fee
charged to capital - 1,586 1,934
------------------ ------------------ --------------
1,160 3,021 3,892
------------------ ------------------ --------------
Further details of the Management agreement under which the
investment management fee and performance incentive fee are paid is
given in the Strategic report on page 13 of the Annual Report and
Financial Statements for the year ended 31 March 2022.
During the period, services of a total value of GBP1,276,000 (30
September 2021: GBP998,000; 31 March 2022: GBP2,156,000) were
purchased by the Company from Albion Capital Group LLP; this
includes GBP1,160,000 (30 September 2021: GBP907,000; 31 March
2022: GBP1,958,000) of management fee and GBP116,000 (30 September
2021: GBP91,000; 31 March 2022: GBP198,000) of administration fee.
At the financial period end, the amount due to Albion Capital Group
LLP in respect of these services disclosed within payables was
GBP625,000 (30 September 2021: GBP428,000; 31 March 2022:
GBP628,000). For the period to 30 September 2022, no performance
incentive fee has been accrued, in line with the Management
agreement (30 September 2021: GBP2,114,000; 31 March 2022:
GBP1,934,000).
During the period, the Company was not charged by Albion Capital
Group LLP in respect of Patrick Reeve's services as a Director (30
September 2021: GBPnil; 31 March 2022: GBPnil).
Albion Capital Group LLP, its partners and staff (including
Patrick Reeve) held a total of 696,257 shares in the Company on 30
September 2022.
Albion Capital Group LLP is, from time to time, eligible to
receive arrangement fees and monitoring fees from portfolio
companies. During the period to 30 September 2022, fees of
GBP139,000 attributable to the investments of the Company were
received pursuant to these arrangements (30 September 2021:
GBP108,000; 31 March 2022: GBP177,000).
6. Dividends
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2022 30 September 2021 31 March 2022
GBP'000 GBP'000 GBP'000
------------------------------------------------------- ------------------ ------------------ --------------
First dividend of 3.31p per share paid on 31 August
2022 (31 August 2021: 2.87p per share) 2,969 2,139 2,139
Second dividend of 3.22p per share paid on 28 February
2022 - - 2,391
Unclaimed dividends - - (2)
2,969 2,139 4,528
------------------ ------------------ --------------
In addition to the dividends summarised above, the Board has
declared a second dividend for the year ending 31 March 2023 of
3.18 pence per share which will be paid on 28 February 2023 to
shareholders on the register on 3 February 2023. This is expected
to amount to approximately GBP3,004,000.
7. Basic and diluted return/(loss) per share
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2022 30 September 2021 31 March 2022
Revenue Capital Revenue Capital Revenue Capital
-------------- --------- --------- --------- --------- ------- -------
Return/(loss)
attributable
to equity
shares
(GBP'000) 136 (1,916) (708) 13,486 141 17,940
Weighted
average
shares in
issue 89,944,537 74,745,677 75,440,864
Return/(loss)
per Ordinary
share
(pence) 0.15 (2.13) (0.94) 18.04 0.19 23.78
The weighted average number of shares is calculated after
adjusting for treasury shares of 12,967,934 (30 September 2021:
11,346,766; 31 March 2022: 12,195,568).
There are no convertible instruments, derivatives or contingent
share agreements in issue for the Company, therefore no dilution
affecting the return per share. The basic return per share is
therefore the same as the diluted return per share.
8. Called-up share capital
Allotted, called-up and fully paid shares of 1 penny Unaudited Unaudited 30 Audited
each 30 September 2022 September 2021 31 March 2022
----------------------------------------------------- ------------------ ------------------ --------------
Number of shares 102,766,464 85,891,086 101,711,805
Nominal value of allotted shares (GBP'000) 1,028 859 1,017
Voting rights (number of shares net of treasury
shares) 89,798,530 74,544,320 89,516,237
During the period to 30 September 2022, the Company purchased
772,366 shares (30 September 2021: 633,346; 31 March 2022:
1,482,148) to be held in treasury at a nominal value of GBP7,724
and at a cost of GBP964,000. The total number of shares held in
treasury on 30 September 2022 was 12,967,934 (30 September 2021:
11,346,766; 31 March 2022: 12,195,568) representing 12.6% of the
shares in issue on 30 September 2022.
Under the terms of the Dividend Reinvestment Scheme Circular
(dated 26 November 2009), the following new shares of nominal value
1 penny each were allotted during the period to 30 September
2022:
Number
of Net
Date of shares Aggregate nominal value of shares invested Opening market price on allotment date (pence per
allotment allotted GBP'000 Issue price (pence per share) GBP'000 share)
31 August
2022 410,130 4 126.89 503 120.50
Under the terms of the Albion VCTs Prospectus Top Up Offers
2021/22, the following new shares of nominal value 1 penny each
were allotted during the period to 30 September 2022:
Number
of
Date of shares Aggregate nominal value of shares Net consideration received Opening market price on allotment date (pence per
allotment allotted GBP'000 Issue price (pence per share) GBP'000 share)
---------- -------- --------------------------------- ------------------------------ -------------------------- -------------------------------------------------
11 April
2022 133,797 1 131.70 174 122.50
11 April
2022 17,745 - 132.40 23 122.50
11 April
2022 492,987 5 133.00 639 122.50
644,529 836
-------- --------------------------
9. Commitments and contingencies
On 30 September 2022, the Company had no financial commitments
in respect of investments (30 September 2021: GBPnil; 31 March
2022: GBPnil).
There were no contingencies or guarantees of the Company on 30
September 2022 (30 September 2021: GBPnil; 31 March 2022:
GBPnil).
10. Post balance sheet events
The following are the material post balance sheet events since
30 September 2022:
-- Investment of GBP1,372,000 in a new portfolio company, an employee
digital healthcare platform;
-- Investment of GBP1,366,000 in an existing company, a provider of an
online platform delivering family centric psychological care primarily to
children and adolescents;
-- Investment of GBP541,000 in a new portfolio company, an AI for code
testing/writing platform;
-- Investment of GBP450,000 in a new portfolio company, a veterinary
engagement and communications platform;
-- Investment of GBP360,000 in a new portfolio company, a bite-sized
workplace learning platform; and
-- Investment of GBP257,000 in a new portfolio company, a software platform
automating revenue and customer forecasting.
The following new Ordinary shares of nominal value 1 penny each
were allotted under the Albion VCTs Prospectus Top Up Offers
2022/23 after 30 September 2022:
Number of
Date of shares Aggregate nominal value of shares Net consideration received Opening market price on allotment date (pence per
allotment allotted GBP'000 Issue price (pence per share) GBP'000 share)
---------- --------- --------------------------------- ------------------------------ -------------------------- -------------------------------------------------
2 December
2022 1,144,527 11 129.00 1,454 120.50
2 December
2022 245,176 2 129.60 311 120.50
2 December
2022 3,289,782 33 130.30 4,180 120.50
4,679,485 5,945
--------- --------------------------
11. Related party transactions
Other than transactions with the Manager as disclosed in note 5,
there are no other related party transactions or balances requiring
disclosure.
12. Going concern
The Board has conducted a detailed assessment of the Company's
ability to meet its liabilities as they fall due. Cash flow
forecasts are updated and discussed quarterly at Board level and
have been stress tested to allow for the forecasted impact of the
current economic climate and increasingly volatile geopolitical
backdrop. The Board have revisited and updated their assessment of
liquidity risk and concluded that it remains unchanged since the
last Annual Report and Financial Statements. Further details can be
found on page 70 of those accounts.
The portfolio of investments is diversified in terms of sector
and the major cash outflows of the Company (namely investments,
dividends and share buy-backs) are within the Company's control.
Accordingly, after making diligent enquiries, the Directors have a
reasonable expectation that the Company has adequate cash and
liquid resources to continue in operational existence for the
foreseeable future. For this reason, the Directors have adopted the
going concern basis in preparing this Half-yearly Financial Report
and this is in accordance with the Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting
issued by the Financial Reporting Council in September 2014, and
the subsequent updated Going concern, risk and viability guidance
issued by the FRC due to Covid-19 in 2020.
13. Other information
The information set out in this Half-yearly Financial Report
does not constitute the Company's statutory accounts within the
terms of section 434 of the Companies Act 2006 for the periods
ended 30 September 2022 and 30 September 2021, and is unaudited.
The information for the year ended 31 March 2022 does not
constitute statutory accounts within the terms of section 434 of
the Companies Act 2006 but is derived from the statutory accounts
for the financial year, which have been delivered to the Registrar
of Companies. The Auditor reported on those accounts; their report
was unqualified and did not contain statements under s498 (2) or
(3) of the Companies Act 2006.
14. Publication
This Half-yearly Financial Report is being sent to shareholders
and copies will be made available to the public at the registered
office of the Company, Companies House, the National Storage
Mechanism and also electronically at www.albion.capital/funds/AAEV,
where the Report can be accessed from the 'Financial Reports and
Circulars' section.
Attachment
-- AAEV pie chart for announcement 30 Sep 2022
https://ml-eu.globenewswire.com/Resource/Download/511ea921-813f-484f-9e85-3a3dc45d423d
(END) Dow Jones Newswires
December 07, 2022 07:28 ET (12:28 GMT)
Copyright (c) 2022 Dow Jones & Company, Inc.
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