Albion Technology & General VCT PLC: Half-yearly Financial Report

Albion Technology & General VCT PLCLEI number: 213800TKJUY376H3KN16

As required by the UK Listing Authority's Disclosure Guidance and Transparency Rule 4.2, Albion Technology & General VCT PLC today makes public its information relating to the Half-yearly Financial Report (which is unaudited) for the six months to 30 June 2021. This announcement was approved by the Board of Directors on 20 September 2021.

The full Half-yearly Financial Report (which is unaudited) for the period to 30 June 2021, 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/AATG/30Jun21.pdf.

Investment objective and policyThe Company’s investment objective is to provide investors with a regular and predictable source of dividend income, combined with the prospect of long-term capital growth, through a balanced portfolio of predominantly unquoted growth and technology businesses in a qualifying Venture Capital Trust (“VCT”).

Investment policyThe Company will invest in a broad portfolio of unquoted growth and technology businesses. 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 in terms of sectors and stages of maturity of portfolio companies.

VCT qualifying and non-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 any 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 an investment.

Funds held either 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 7.5 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 VCT qualifying industry sectors using a mixture of securities. The maximum the Company will invest in a single company is 15 per cent. of the Company’s assets at cost at the time of investment. The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of investments' suitability for sale. It is possible that individual holdings may grow in value to a point where they represent a significantly higher proportion of total assets prior to a realisation opportunity being available.

Borrowing powers

The Company’s maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Directors do not have any intention of utilising long-term gearing.

Financial calendar

Record date for second dividend for the yearPayment date for second dividend for the yearFinancial year end 3 December 202131 December 202131 December

Financial highlights

  Unaudited six months ended 30 June 2021(pence per share) Unaudited six months ended30 June 2020(pence per share) Audited year ended31 December 2020 (pence per share)
Opening net asset value 69.35 82.58 82.58
Capital return/(loss) 11.15 (2.70) (0.06)
Revenue loss (0.11) (0.07) (0.22)
Total return/(loss) 11.04 (2.77) (0.28)
Ordinary dividends paid (1.73) (2.00) (3.95)
Special dividend paid - - (9.00)
Impact from share capital movements (0.49) 0.04 -
Net asset value 78.17 77.85 69.35
Total shareholder value to 30 June 2021 Ordinary shares (pence per share)
Total dividends paid during the period ended:  
31 December 2001 1.00
31 December 2002 2.00
31 December 2003 1.50
31 December 2004 7.50
31 December 2005 9.00
31 December 2006 8.00
31 December 2007 8.00
31 December 2008 16.00
31 December 2009 -
31 December 2010 8.00
31 December 2011 5.00
31 December 2012 5.00
31 December 2013 5.00
31 December 2014 5.00
31 December 2015 5.00
31 December 2016 5.00
31 December 2017 4.00
31 December 2018 4.00
31 December 2019 4.00
31 December 2020 12.95
30 June 2021 1.73
Total dividends paid to 30 June 2021 117.68
Net asset value as at 30 June 2021 78.17
Total shareholder value to 30 June 2021 195.85

In addition to the dividends paid above, the Board declared a second dividend for the year ending 31 December 2021 of 1.95 pence per Ordinary share to be paid on 31 December 2021 to shareholders on the register on 3 December 2021.

Further details regarding the total shareholder value for C Shares and Albion Income and Growth VCT PLC can be found at www.albion.capital/funds/AATG under the ‘Financial Summary for Previous Funds’ section.

NotesTotal shareholder value for every 100 pence invested on initial allotment. The table above excludes tax benefits upon subscription.

Interim management report

IntroductionI am delighted to report a strong positive total return for the six months to 30 June 2021 of 11.04 pence per share, which represents a 15.9% uplift on opening net asset value. We continue to see resilience and, in many cases, growth from our portfolio, with many of our portfolio companies demonstrating the value of the services they provide to their customers as the economy emerges from the Covid-19 pandemic (“the Pandemic”).

Results and dividends The net asset value per Ordinary share as at 30 June 2021 has increased to 78.17 pence in the six months (31 December 2020: 69.35 pence; 30 June 2020: 77.85 pence (pre special dividend payment of 12.95 pence per share)), mainly due to the continuing progress of a number of our portfolio companies as discussed below.

In line with our dividend policy, targeting 5% of NAV per annum, the Company paid a dividend of 1.73 pence per share during the period to 30 June 2021 (2020: 2.00 pence per share). The Company will pay a second dividend for the financial year to 31 December 2021 of 1.95 pence per share on 31 December 2021 to shareholders on the register on 3 December 2021, being 2.5% of the latest reported NAV at 30 June 2021.

This will bring the total dividends paid for the year ending 31 December 2021 to 3.68 pence per share, which equates to a 5.3% yield on the opening NAV of 69.35 pence per share at 31 December 2020.

Performance and portfolio updateThe total gain on investments for the period ended 30 June 2021 was £15.0 million (31 December 2020: gain of £1.5 million; 30 June 2020: loss of £2.2 million). The key movements in the period include £8.9 million valuation uplift to Quantexa, and £2.2 million uplift to Oviva following their successful, externally led, funding rounds. Encouragingly, we have also seen many of our other portfolio companies performing well, including £1.0 million uplift to Black Swan Data, £0.9 million uplift to Phrasee and £0.8 million uplift to The Evewell Group.

There have also been some write-downs in our portfolio, the largest being memsstar (£0.8m) reflecting the effect of the Pandemic on its trading, and Mirada (£0.7 million) as its ability to sell its software into hospitals has also been hampered by the Pandemic.

The period saw a number of disposals with proceeds totalling £1.7 million, which has led to realised gains of £0.9 million. The principal exit was the sale of OmPrompt Holdings in March which resulted in a return of 2.3 times cost, and generated proceeds of £0.7 million. SBD Automotive was also sold generating 2.1 times cost. Further details on these disposals can be found in the table below.

Further information on the portfolio of investments can be found below.

During the period, a total of £4.6 million was deployed into portfolio companies, of which £2.4 million was invested in five new portfolio companies, all of which should result in further investment as the companies prove themselves and grow. These are:

  • £1.0 million into Threadneedle Software Holdings Limited (trading as Solidatus), a provider of data lineage software to enterprise customers in regulated sectors, which allows them to rapidly discover, visualise, catalogue and understand how data flows through their systems;
  • £0.5 million into Gravitee Topco Limited (trading as Gravitee.io), an API management platform;
  • £0.4 million into NuvoAir AB, a provider of digital therapeutics and decentralised clinical trials for respiratory conditions;
  • £0.3 million into Brytlyt Limited, which uses patented software and AI, combined with the superior computation power of graphics processing units (GPUs), to derive insights thousands of times faster than legacy systems; and
  • £0.2 million into Accelex Technology Limited (trading as Accelex), a provider of data extraction and analytics technology for private capital markets.

A further £2.2 million was invested in existing portfolio companies, including £0.9 million into Black Swan Data to support the restructure of its business to focus primarily on predictive analytics for consumer brands; £0.4 million into uMotif to take advantage of a growing market for its software which gathers data from clinical trials; and £0.4 million into Panaseer to continue to develop its cyber security platform.

Current portfolio sector allocation Set out at the bottom of this announcement is the sector diversification of the portfolio of investments as at 30 June 2021.

Board CompositionDuring the period, Neil Cross retired after being Chairman of your Company since its launch in 2000. I would like to thank Neil for his outstanding stewardship, insightful contributions and guidance, not least in his assistance to me during my time on the Board.

After serving as a non-executive Director of the Company for nine years, Modwenna Rees-Mogg will be retiring from the Board on 20 September 2021. We have valued her hugely thoughtful contributions and wish her well in the future.

The Nomination Committee is engaged in succession planning, but the Board has adequate skills and experience, amongst the four ongoing directors, to oversee the activities of the Company. I was pleased to accept the role of chair during the next stage of the Company’s development, including refreshing the Board. In relinquishing the role of Audit Chair, I am confident that Margaret Payn will fulfil the role well. The roles of Senior Independent Director and Remuneration Committee chair will be filled in due course as part of the succession planning.

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. The Company purchased 1,514,472 Ordinary shares for treasury during the period at a total cost of £1.0 million. The Company continues to provide active buy-back to help provide good secondary market liquidity for those who want to dispose of all or part of their shareholdings.

Risks, uncertainties and prospectsThe continuing uncertainty and wide-reaching implications arising from the Pandemic remains the key risk facing the Company, including the impact on the UK and Global economies and the prospect of inflation as a result of government intervention during the crisis. There are also continuing potential implications of the UK’s departure from the European Union which may adversely affect our underlying portfolio companies. The Manager is continually assessing the exposure to such risks for each portfolio company, and where possible appropriate actions are being implemented. Overall investment risk, however, is mitigated through a variety of processes, including our policy of aiming to achieve balance in the portfolio through the inclusion of sectors that are less exposed to the business and consumer cycles and in trying to identify, and nurture, good individual investment opportunities.

Other principal risks and uncertainties are detailed in note 13 below.

Albion VCTs Top Up OffersAs announced in the Annual Report and Financial Statements for the year ended 31 December 2020, the 2020/21 Offers were fully subscribed and closed having raised £15.5 million for the Company. The Board was pleased to see the high level of demand for the Company’s shares from existing and new shareholders. The Board will consider participating in any Albion VCTs Top Up Offers for 2021/22.

The proceeds of the Offer are being used to provide support to our existing portfolio companies and to enable us to take advantage of new and exciting investment opportunities as they arise, a number of which are noted above. Details on the share allotments during the period can be found in note 8.

Transactions with the ManagerDetails of the transactions that took place with the Manager in the period can be found in note 5. Details of related party transactions can be found in note 11.

The Company has had a Management Performance Incentive scheme in place since the Company launched in 2000, with the last changes to the scheme being in 2013. The circumstances of the Company and markets in general have changed dramatically since 2000, not least in the ownership of the Company through Top Up Offers, a merger in 2013 and share buy-backs. The portfolio of the Company, and the demands on Managing such a portfolio, are quite different from two decades ago, as is the VCT market more generally, with technology and sector specialisation becoming more important, and against more stringent VCT eligibility requirements.

Consequently, the Board and Manager recognise that the current Management Performance Incentive scheme is not in alignment with the Company’s current and future circumstances. Accordingly, the Board has agreed with the Manager to review the current arrangements and to make a proposal to shareholders, which will require shareholder approval, in the Annual Report and Financial Statements for the year ending 31 December 2021. The proposal will include full detail and explanation of changed circumstances and the impact of what is being proposed.

It continues to be the Board’s belief that an appropriate incentive fee structure is an important tool for ensuring efficiency of returns for investors and for attracting and retaining good investment management skills, and aligning these two related ingredients in the best interests of shareholders.

Shareholder seminarThe Board is pleased to report that the current intention of the Manager, Albion Capital, is to host a physical rather than virtual shareholder seminar this year on 12 November 2021, in central London, with the venue to be confirmed. This will be dependent on government guidelines and any changes thereto, and we will keep shareholders informed as the date approaches. The Board and Manager are keen to interact with shareholders and look forward to updating you on portfolio developments, as well as answering any questions.

More details will shortly be available on the Albion Capital website: www.albion.capital.

OutlookThe Board is encouraged by the very positive result for the period, which demonstrates the resilience of our portfolio which is both diversified in terms of companies at different stages of maturity and across a variety of different sectors, as well as capable of delivering good returns. We remain confident that our portfolio companies are well positioned to grow, despite the uncertainty around the longer-term impact of the Pandemic and other market uncertainties, and that our Manager is well positioned to find new opportunities for us, as well as manage our existing investments. The Board believes the Company is well placed to continue to deliver long term value to our shareholders.

Robin Archibald Chairman20 September 2021

Responsibility statement The Directors, Robin Archibald, Margaret Payn, Mary Anne Cordeiro, Modwenna Rees-Mogg and Patrick Reeve, are responsible for preparing the Half-yearly Financial Report. In preparing these condensed Financial Statements for the period to 30 June 2021 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”, gives 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

Robin Archibald Chairman 20 September 2021

Portfolio of investments

    As at 30 June 2021    
Portfolio company % voting rights Cost£’000 Cumulative movement in value£’000 Value£’000   Change in value for the period*£’000
Quantexa Limited 2.6 2,740 14,145 16,885   8,907
Radnor House School (TopCo) Limited 14.8 2,710 2,001 4,711   152
Proveca Limited 7.2 1,184 3,465 4,649   650
Chonais River Hydro Limited 15.7 2,169 1,769 3,938   (18)
Oviva AG 3.5 1,192 2,568   3,760   2,231  
Oxsensis Limited 15.9 2,968 729 3,697   -
Black Swan Data Limited 9.2 3,268 - 3,268   1,005
Egress Software Technologies Limited 2.2 765 1,895 2,660   170
The Evewell Group Limited 6.1 1,195 1,121 2,316   820
Cantab Research Limited (T/A Speechmatics) 3.7 1,486 734 2,220   734
Gharagain River Hydro Limited 18.5 1,526 670 2,196   (7)
Phrasee Limited 2.9 680 1,091 1,771   854
Panaseer Limited 3.1 1,122 534 1,656   (30)
Concirrus Limited 3.2 1,632 - 1,632   -
The Street by Street Solar Programme Limited 8.1 895 576 1,471   (113)
Elliptic Enterprises Limited 1.8 1,402 26 1,428   26
MHS 1 Limited 22.5 1,565 (255) 1,310   (86)
Regenerco Renewable Energy Limited 7.9 822 453 1,275   (89)
uMotif Limited 3.8 1,121 49 1,170   -
Convertr Media Limited 6.9 1,105 40 1,145   5
Healios Limited 2.5 633 417 1,050   (54)
The Voucher Market Limited (T/A WeGift) 2.5 1,020 - 1,020   -
Threadneedle Software Holdings Limited (T/A Solidatus) 1.7 1,014 - 1,014   -
Credit Kudos Limited 4.5 979 - 979   -
MPP Global Solutions Limited 2.9 950 - 950   -
Beddlestead Limited 9.8 1,200 (277) 923   111
Aridhia Informatics Limited 4.9 950 (86) 864   169
InCrowd Sports Limited 5.0 636 228 864   240
Alto Prodotto Wind Limited 6.9 586 241 827   (42)
The Q Garden Company Limited 33.4 934 (150) 784   (52)
DySIS Medical Limited 3.5 2,589 (1,867) 722   15
Locum’s Nest Limited 9.8 675 41 716   82
Cisiv Limited 7.7 695 (28) 667   220
memsstar Limited 30.1 515 117 632   (760)
Limitless Technology Limited 2.1 560 55 615   -
Arecor Therapeutics PLC (Previously Arecor Limited) 0.9 304 266 570   266
MyMeds&Me Limited 4.6 439 130 569   151
Gravitee Topco Limited (T/A Gravitee.io) 2.3 490 - 490   -
Albion Investment Properties Limited 31.8 434 34 468   12
Imandra Inc. 1.6 151 313 464   313
NuvoAir AB 1.4 443 - 443   -
Innovation Broking Group Limited 6.0 60 371 431   247
Premier Leisure (Suffolk) Limited - 454 (28) 426   (28)
TransFICC Limited 2.6 397 - 397   -
Koru Kids Limited 1.6 345 36 381   -
Erin Solar Limited 15.7 440 (85) 355   (24)
AVESI Limited 8.0 259 84 343   (33)
Brytlyt Limited 1.9 322 - 322   -
Seldon Technologies Limited 1.4 283 - 283   -
Zift Channel Solutions Inc. 1.6 881 (633) 248   85
Harvest AD Limited - 210 (2) 208   (6)
Xperiome Limited (Previously Raremark) 2.4 322 (121) 201   (176)
Accelex Technology Limited (T/A Accelex) 2.0 181 - 181   -
Avora Limited 2.2 400 (249) 151   (249)
Greenenerco Limited 3.1 90 57 147   (6)
uMedeor Limited (T/A uMed) 0.9 100 - 100   -
Symetrica Limited 0.3 79 (16) 63   -
Sandcroft Avenue Limited (T/A Hussle) 2.1 427 (403) 24   (34)
Palm Tree Technology Limited 0.5 320 (304) 16   (16)
Forward Clinical Limited (T/A Pando) 1.6 196 (190) 6   (48)
Abcodia Limited 3.2 568 (564) 4   (209)
Mirada Medical Limited 12.9 1,321 (1,321) -   (683)
Elements Software Limited 3.3 19 (19) -   -
Total fixed asset investments   55,418 27,658 83,076   14,702

T/A – trading as* As adjusted for additions and disposals during the period.

Investment realisations in the period to 30 June 2021 Cost£’000 Opening carrying value£’000 Disposal proceeds£’000 Total realised gain£’000 Gain/(loss) on opening value £’000
Disposals:          
OmPrompt Holdings Limited 306 678 701 395 23
SBD Automotive Limited 273 569 567 294 (2)
Mi-Pay Group PLC 135 135 150 15 15
           
Loan stock repayments and other:          
Alto Prodotto Wind Limited 17 25 25 8 -
Greenenerco Limited 3 5 5 2 -
Escrow adjustments and other** - - 228 228 228
Total 734 1,412 1,676 942 264

** These comprise fair value movements on deferred consideration on previously disposed investments, release of the G.Network Communications discount which is treated as a financing transaction, and expenses which are incidental to the purchase or disposal of an investment

Unrealised gains on fixed asset investments           14,702
Realised gains on fixed asset investments                 264
Total gains on investments as per Income statement         14,966

Condensed income statement

    Unauditedsix months ended 30 June 2021 Unauditedsix months ended 30 June 2020 Auditedyear ended 31 December 2020
  Note Revenue£’000 Capital£’000 Total£’000 Revenue£’000 Capital£’000 Total£’000 Revenue£’000 Capital£’000 Total£’000
Gains/(losses) on investments 3 - 14,966 14,966 - (2,224) (2,224) - 1,453 1,453
Investment income 4 330 - 330 348 - 348 604 - 604
Investment management fee 5 (270) (807) (1,077) (260) (779) (1,039) (505) (1,516) (2,021)
Other expenses   (193) - (193) (163) - (163) (347) - (347)
(Loss)/profit on ordinary activities before tax   (133) 14,159 14,026 (75) (3,003) (3,078) (248) (63) (311)
Tax (charge)/credit on ordinary activities   - - - - - - - - -
(Loss)/profit and total comprehensive income attributable to shareholders   (133) 14,159 14,026 (75) (3,003) (3,078) (248) (63) (311)
Basic and diluted (loss)/return per share (pence)* 7 (0.11) 11.15 11.04 (0.07) (2.70) (2.77) (0.22) (0.06) (0.28)

* adjusted for treasury shares

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2020 and the audited statutory accounts for the year ended 31 December 2020.

The accompanying notes form an integral part of this Half-yearly Financial Report.

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

  Note Unaudited30 June 2021£’000 Unaudited30 June 2020£’000 Audited31 December 2020£’000
         
Fixed asset investments   83,076 58,658 65,152
         
Current assets        
Current asset investments   - 1,662 -
Trade and other receivables   2,133 132 2,038
Cash and cash equivalents   19,957 26,200 11,451
    22,090 27,994 13,489
Total assets   105,166 86,652 78,641
Payables: amounts falling due within one yearTrade and other payables   (947) (659) (613)
Total assets less current liabilities   104,219 85,993 78,028
         
Equity attributable to equity holders        
Called up share capital 8 1,530 1,287 1,307
Share premium   52,293 35,246 37,036
Capital redemption reserve   48 42 48
Unrealised capital reserve   27,619 11,234 13,595
Realised capital reserve   23,752 23,038 23,617
Other distributable reserve   (1,023) 15,146 2,425
Total equity shareholders’ funds   104,219 85,993 78,028
         
Basic and diluted net asset value per share (pence)*   78.17 77.85 69.35

* excluding treasury shares

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2020 and the audited statutory accounts for the year ended 31 December 2020.

The accompanying notes form an integral part of this Half-yearly Financial Report.

These Financial Statements were approved by the Board of Directors and authorised for issue on 20 September 2021 and were signed on its behalf by

Robin ArchibaldChairmanCompany number: 04114310

Condensed statement of changes in equity

  Called up sharecapital Share premium Capital redemption reserve Unrealised capital reserve Realised capital reserve* Other distributable reserve* Total
  £’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 1 January 2021 1,307 37,036 48 13,595 23,617 2,425 78,028
Profit/(loss) and total comprehensive income for the period - - - 14,702 (543) (133) 14,026
Transfer of previously unrealised gains on disposal of investments - - - (678) 678 - -
Purchase of own shares for treasury - - - - - (1,009) (1,009)
Issue of equity 223 15,643 - - - - 15,866
Cost of issue of equity - (386) - - - - (386)
Dividends paid - - - - - (2,306) (2,306)
As at 30 June 2021 1,530 52,293 48 27,619 23,752 (1,023) 104,219
As at 1 January 2020 1,296 34,949 28 13,708 23,567 18,474 92,022
Loss and total comprehensive income for the period - - - (2,561) (442) (75) (3,078)
Transfer of previously unrealised losses on disposal of investments - - - 87 (87) - -
Purchase of own shares for cancellation (14) - 14 - - (1,052) (1,052)
Issue of equity 4 314 - - - - 318
Cost of issue of equity - (16) - - - - (16)
Dividends paid - - - - - (2,201) (2,201)
As at 30 June 2020 1,287 35,246 42 11,234 23,038 15,146 85,993
As at 1 January 2020 1,296 34,949 28 13,708 23,567 18,474 92,022
Profit/(loss) and total comprehensive income for the year - - - 1,233 (1,296) (248) (311)
Transfer of previously unrealised gains on disposal of investments - - - (1,346) 1,346 - -
Purchase of shares for cancellation (20) - 20 - - (1,473) (1,473)
Issue of equity 31 2,138 - - - - 2,169
Cost of issue of equity - (51) - - - - (51)
Dividends paid - - - - - (14,328) (14,328)
As at 31 December 2020 1,307 37,036 48 13,595 23,617 2,425 78,028

*These reserves amount to £22,729,000 (30 June 2020: £38,184,000; 31 December 2020: £26,042,000) which is considered distributable.

Condensed statement of cash flows

  Unauditedsix months ended 30 June 2021£’000 Unauditedsix months ended 30 June 2020£’000 Auditedyear ended31 December 2020£’000
Cash flow from operating activities      
Loan stock income received 315 269 511
Dividend income received 15 82 108
Deposit interest received 1 51 58
Investment management fee paid (871) (996) (2,062)
Other cash payments (231) (180) (344)
Corporation tax paid - - -
Net cash flow from operating activities (771) (774) (1,729)
       
       
Cash flow from investing activities      
Purchase of current asset investments - (4) (4)
Purchase of fixed asset investments (4,634) (3,497) (9,158)
Disposal of current asset investments - - 1,616
Disposal of fixed asset investments 1,587 952 1,936
Net cash flow from investing activities (3,047) (2,549) (5,610)
       
       
Cash flow from financing activities      
Issue of share capital 15,120 - -
Cost of issue of equity (19) - (47)
Dividends paid (1,932) (1,898) (12,158)
Purchase of own shares (including costs) (845) (1,047) (1,473)
Net cash flow from financing activities 12,324 (2,945) (13,678)
       
Increase/(decrease) in cash and cash equivalents 8,506 (6,268) (21,017)
Cash and cash equivalents at start of period 11,451 32,468 32,468
Cash and cash equivalents at end of period 19,957 26,200 11,451

Notes to the condensed Financial Statements

1. Basis of preparationThe condensed 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 Half-yearly Financial Report.

2. Accounting policiesFixed and current asset investmentsThe 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 payablesReceivables (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 incomeEquity incomeDividend income is included in revenue when the investment is quoted ex-dividend.

Unquoted loan stock incomeFixed returns on non-equity shares and debt securities are recognised when the Company’s rights to receive payment and expected settlement are 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 incomeInterest income is recognised on an accruals basis using the rate of interest agreed with the bank.

Investment management fee, performance incentive fee and expensesAll 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:

  • 75 per cent. of management fees and performance incentive fees, if any, are allocated to the realised capital reserve. This is in line with the Board’s expectation that over the long term 75 per cent. 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.

TaxationTaxation 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 reservesCalled-up share capitalThis accounts for the nominal value of the 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.

Capital redemption reserveThis 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 reserveIncreases and decreases in the valuation of investments held at the period end against cost are included in this reserve.

Realised capital reserveThe 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 in the form of capital.

Other distributable reserveThe special reserve, treasury share reserve and the revenue reserve were combined in 2012 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.

DividendsDividends distributed by the Company are accounted for in the period in which the dividend is paid or approved at the Annual General Meeting.

Segmental reportingThe 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.        Gains/(losses) on investments

  Unauditedsix months ended 30 June 2021£’000 Unauditedsix months ended 30 June 2020£’000 Auditedyear ended 31 December 2020£’000
Unrealised gains/(losses) on fixed asset investments 14,702 (2,026) 1,233
Unrealised losses on current asset investments - (535) -
Realised gains on fixed asset investments 264 337 801
Realised losses on current asset investments - - (581)
  14,966 (2,224) 1,453

4.        Investment income

  Unauditedsix months ended 30 June 2021£’000 Unauditedsix months ended 30 June 2020£’000 Auditedyear ended 31 December 2020£’000
Loan stock interest 314 269 510
Dividend income 15 30 39
Bank deposit interest 1 49 55
  330 348 604
       

5.        Investment management fee

  Unauditedsix months ended30 June 2021£’000 Unauditedsix months ended30 June 2020£’000 Auditedyear ended31 December 2020£’000
Investment management fee charged to revenue 270 260 505
Investment management fee charged to capital 807 779 1,516
  1,077 1,039 2,021

Further details of the Management agreement under which the investment management fee is paid are given in the Strategic report on page 13 of the Annual Report and Financial Statements for the year ended 31 December 2020.

During the period, services for a total value of £1,077,000 (30 June 2020: £1,039,000; 31 December 2020: £2,021,000) were purchased by the Company from Albion Capital Group LLP in respect of management fees. At the financial period end, the amount due to Albion Capital Group LLP in respect of these services disclosed as accruals was £683,000 (30 June 2020: £561,000; 31 December 2020: £477,000). The total annual running costs of the Company are capped at an amount equal to 2.75 per cent. of the Company’s net assets, with any excess being met by Albion Capital by way of a reduction in management fees. During the period, the management fee was reduced by £162,000 as a result of this cap (30 June 2020: £37,000; 31 December 2020: £78,000).

During the period, the Company was not charged by Albion Capital Group LLP in respect of Patrick Reeve’s services as a Director (30 June 2020 and 31 December 2020: £nil).

Albion Capital Group LLP, its partners and staff (including Patrick Reeve), held 1,219,349 Ordinary shares in the Company as at 30 June 2021.

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 June 2021, fees of £145,000 attributable to the investments of the Company were received by Albion Capital Group LLP pursuant to these arrangements (30 June 2020: £99,000; 31 December 2020: £237,000).

The Company entered into an offer agreement relating to the Offers with the Company’s investment manager Albion Capital Group LLP, pursuant to which Albion Capital would receive a fee of 2.5% of the gross proceeds of the Offers and out of which Albion Capital would pay the costs of the Offers, as detailed in the Prospectus.

6.        Dividends Unaudited Unaudited Audited
  six months ended30 June 2021£’000 six months ended30 June 2020£’000 year ended31 December 2020£’000
Special dividend of 9.00p per share paid on 30 October 2020 - - 9,942
Dividend of 1.95p per share paid on 31 December 2020 - - 2,185
Dividend of 1.73p per share paid on 30 June 2021 (30 June 2020: 2.00p per share) 2,306 2,201 2,201
  2,306 2,201 14,328

The Directors have declared a dividend of 1.95 pence per Ordinary share (total approximately £2,600,000) payable on 31 December 2021, to shareholders on the register on 3 December 2021.

7.        Basic and diluted (loss)/return per share

Ordinary shares Unauditedsix months ended 30 June 2021 Unauditedsix months ended 30 June 2020 Auditedyear ended 31 December 2020
  Revenue Capital Revenue Capital Revenue Capital
(Loss)/profit attributable to equity shares (£’000) (133) 14,159 (75) (3,003) (248) (63)
Weighted average shares in issue (adjusted for treasury shares) 127,004,453 110,973,597 110,981,864
(Loss)/return attributable per equity share (pence) (0.11) 11.15 (0.07) (2.70) (0.22) (0.06)

The weighted average number of shares is calculated after adjusting for treasury shares of 19,710,942 (30 June 2020: 18,196,470; 31 December 2020: 18,196,470).

There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution affecting the (loss)/return per share. The basic (loss)/return per share is therefore the same as the diluted (loss)/return per share.

8.        Share capital

Allotted, called up and fully paid shares of 1 penny each Unaudited30 June 2021 Unaudited30 June 2020 Audited31 December 2020
Number of shares 153,035,258 128,657,872 130,710,891
Nominal value of allotted shares (£’000) 1,530 1,287 1,307
Voting rights (number of shares net of treasury shares) 133,324,316 110,461,402 112,514,421

During the period to 30 June 2021 the Company purchased 1,514,472 Ordinary shares (nominal value £15,145) for treasury at a cost of £1,009,000. The total number of Ordinary shares held in treasury as at 30 June 2021 was 19,710,942 (30 June 2020: 18,196,470; 31 December 2020: 18,196,470) representing 12.9 per cent. of the Ordinary shares in issue as at 30 June 2021.

Under the terms of the Dividend Reinvestment Scheme, the following new Ordinary shares of nominal value 1 penny each were allotted during the period to 30 June 2021:

Date of allotment Number of shares allotted Aggregate nominal value of shares (£’000) Issue price (pence per share) Net invested (£’000) Opening market price on allotment date (pence per share)
30 June 2021 512,667 5 73.62 360 70.00

Under the terms of the Albion VCTs Prospectus Top Up Offers 2020/21, the following new Ordinary shares, of nominal value 1 penny each, were allotted during the period to 30 June 2021:

Date of allotment Number of shares allotted Aggregate nominal value of shares (£’000) Issue price (pence per share) Net consideration received (£’000) Opening market price on allotment date (pence per share)
26 February 2021 2,059,020 21 70.30 1,426 66.00
26 February 2021 520,699 5 70.70 361 66.00
26 February 2021 18,541,660 185 71.10 12,854 66.00
9 April 2021 175,959 2 70.50 122 66.00
9 April 2021 16,384 - 70.80 11 66.00
9 April 2021 497,978 5 71.20 346 66.00
  21,811,700     15,120  

9.      Commitments and contingencies        As at 30 June 2021, the Company had no financial commitments in respect of investments (30 June 2020 and 31 December 2020: £nil).

There are no contingencies or guarantees of the Company as at 30 June 2021 (30 June 2020 and 31 December 2020: £nil).

10.      Post balance sheet events        Since 30 June 2021, the Company has completed the following material transactions:

  • Investment of £1,501,000 in Oviva AG; and
  • Investment of £352,000 in The Evewell Group Limited.

11.        Related party transactionsOther than transactions with the Manager as disclosed in note 5, there are no other related party transactions 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 meetings and have been stress tested to allow for the forecasted impact of the Covid-19 pandemic. The Board has revisited and updated its 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 68 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.        Risks and uncertaintiesIn addition to the risks and uncertainties outlined in the Interim management report, the Board confirms that the following major 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 December 2020. The impact of the Coronavirus (Covid-19) pandemic has created heightened uncertainty but has not changed the nature of these risks. The Board considers that the processes for mitigating these risks remain appropriate.

            1.   Investment, performance and valuation riskThe risk of investment in poor quality businesses, which could reduce the returns to shareholders and could negatively impact the Company’s current and future valuations.

By nature, smaller unquoted businesses, such as those that qualify for VCT purposes, are more volatile than larger, long established businesses.

The Company’s investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of, or take into account, certain events or circumstances which occur after the information issued by such companies is reported.

To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its track record over many years of making successful investments in this segment of the market. In addition, the Manager operates a formal and structured investment appraisal and review process, which includes an Investment Committee, comprising investment professionals from the Manager for all investments, and at least one external investment professional for investments greater than £1 million in aggregate across all the Albion managed VCTs. The Manager also invites and takes account of comments from non-executive Directors of the Company on matters discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards), including the level of diversification in the portfolio, and the Board receives detailed reports on each investment as part of the Manager’s report at quarterly board meetings. The Board and Manager regularly review the deployment of investments and cash resources available to the Company in assessing liquidity required for servicing the Company’s buy-backs, dividend payments and operational expenses.

The unquoted investments held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines as updated in 2018. These guidelines set out recommendations intended to represent current best practice on the valuation of venture capital investments. The valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board.

            2.   VCT approval riskThe Company must comply with section 274 of the Income Tax Act 2007 which enables its investors to take advantage of tax relief on their investment and on future returns. Breach of any of the rules enabling the Company to hold VCT status could result in the loss of that status.

To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in VCT management which is used to operating within the requirements of the VCT legislation. In addition, to provide further formal reassurance, the Board has appointed Philip Hare & Associates LLP as its taxation adviser, who report quarterly to the Board to independently confirm compliance with the VCT legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a portfolio company is also pre-cleared with our professional advisers or H.M. Revenue & Customs. The Company monitors closely the extent of qualifying holdings and addresses this as required.

            3.   Regulatory and compliance riskThe Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company’s shares, or other penalties under the Companies Act or from financial reporting oversight bodies.

Board members and the Manager have experience of operating at senior levels within, or advising, quoted companies. In addition, the Board and the Manager receive regular updates on new regulation, including legislation on the management of the Company, from its auditor, lawyers and other professional bodies. The Company is subject to compliance checks through the Manager’s compliance officer, and any issues arising from compliance or regulation are reported to its own board on a monthly basis. These controls are also reviewed as part of the quarterly Board meetings, and also as part of the review work undertaken by the Manager’s compliance officer. The report on controls is also evaluated by the internal auditors.

            4.   Market value of Ordinary sharesThe market value of Ordinary shares can fluctuate. The market value of an Ordinary share, as well as being affected by its net asset value (“NAV”) and prospective NAV, also takes into account its dividend yield and prevailing interest rates. As such, the market value of an Ordinary share may vary considerably from its underlying NAV. The market prices of shares in quoted investment companies can, therefore, be at a discount or premium to the NAV at different times, depending on supply and demand, market conditions, general investor sentiment and other factors, including the ability to exercise share buybacks. Accordingly, the market price of the Ordinary shares may not fully reflect their underlying NAV.

The Company operates a share buy-back policy, which aims to limit the discount at which the Ordinary shares trade to around 5 per cent. to NAV, by providing a purchaser through the Company in absence of market purchasers. From time to time buy-backs cannot be applied, for example when the Company is subject to a close period, or if it were to exhaust and could not renew any buyback authorities.

New Ordinary shares are issued at sufficient premium to NAV to cover the costs of issue and to avoid asset value dilution to existing investors.

            5.   Operational and internal control riskThe Company relies on a number of third parties, in particular the Manager, for the provision of investment management and administrative functions. Failures in key systems and controls within the Manager’s business could place assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders.

The Company and its operations are subject to a series of rigorous internal controls and review procedures exercised throughout the year and receives reports from the Manager on its internal controls and risk management, including on matters relating to cyber security.

The Audit Committee reviews the Internal Audit Reports prepared by the Manager’s internal auditors, PKF Littlejohn LLP. On an annual basis, the Audit Committee chairman meets with the internal audit partner to provide an opportunity to ask specific detailed questions in order to satisfy the Committee that the Manager has strong systems and controls in place including those in relation to business continuity and cyber security.

Ocorian Depositary (UK) Limited is appointed as Depositary to oversee the custody and cash arrangements and provide other AIFMD duties. The Board reviews the quarterly reports prepared by Ocorian Depositary (UK) Limited to ensure that Albion Capital Group LLP is adhering to its duties as a full-scope AIFM under the AIFMD.

In addition, the Board regularly reviews the performance of its key service providers, particularly the Manager, to ensure they continue to have the necessary expertise and resources to deliver the Company’s investment policy and remain compliant with regulations. The Manager and other service providers have also demonstrated to the Board that there is no undue reliance placed upon any one individual.

            6.   Economic, political and social riskChanges in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events, such as the impact of Brexit, and other factors could substantially and adversely affect the Company’s prospects in a number of ways. This also includes risks of social upheaval, including from infection and population re-distribution.

The current significant exogenous risk to the Company, the wider population and economy, is the Coronavirus (Covid-19) pandemic.

The Company invests in a diversified portfolio of companies across a number of industry sectors and in addition often invests in a mixture of instruments in portfolio companies and has a policy of minimising any external bank borrowings within portfolio companies.

At any given time, the Company has sufficient cash resources to meet its operating requirements, including share buy-backs and follow-on investments.

In common with most commercial operations, exogenous risks over which the Company has no control are always a risk and the Company does what it can to address these risks where possible, not least as the nature of the investments the Company makes are long term.

The Board and Manager are continuously assessing the resilience of the portfolio, the Company and its operations and the robustness of the Company’s external agents during the Coronavirus (Covid-19) pandemic, as well as considering longer term impacts on how the Company might be positioned in how it invests and operates. Ensuring liquidity in the portfolio to cope with exigent and unexpected pressures on the finances of the portfolio and the Company is an important part of the risk mitigation in these uncertain times.

14.        Other informationThe 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 June 2021 and 30 June 2020 and is unaudited. The information for the year ended 31 December 2020, does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 and is derived from the statutory accounts for that 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 a statement under s498 (2) or (3) of the Companies Act 2006.

15.        PublicationThis 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/AATG, where the Report can be accessed from the 'Financial Reports and Circulars' section.

Attachment

  • Current portfolio sector allocation
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