TIDMD467
Thames Ventures VCT 2 PLC
LEI: 21380035MV1VRYEXPR95
31 July 2023
Final Results for the year ended 31 March 2023
31 March 31 March
2023 2022
Pence Pence
Ventures Share pool
Net Asset Value ("NAV") per Ventures
Share 59.4 68.20
Cumulative distributions 8.0 5.25
Total Return per Ventures Share 67.4 73.45
Healthcare Share pool
Net Asset Value ("NAV") per Healthcare
Share 61.60 84.40
Cumulative distributions 8.75 5.25
Total Return per Healthcare Share 70.35 89.65
AIM Share pool
Net Asset Value ("NAV") per AIM
Share 101.1 99.9
Cumulative distributions - -
Total Return per AIM Share 101.1 99.9
DSO D Share pool
Net Asset Value ("NAV") per DSO
D Share 2.6 2.6
Cumulative distributions 102.0 102.0
Adjustment for Performance Incentive
estimate - -
Total Return per DSO D Share 104.6* 104.6
DP67 Share pool
Net Asset Value ("NAV") per DP67
Share 24.8 26.8
Cumulative distributions (since
original launch) 67.8 67.8
Total Return per DP67 Share 92.6 94.6
(*) Based on Total Return to Shareholders at 31 March 2023, no
Performance Incentive is expected to become due to management.
Chairman's Statement
Introduction
I report on what has been an eventful year for your Company,
with the main Investment Manager changing from Downing LLP to
Foresight Group LLP following the sale of Downing's non-healthcare
ventures division to Foresight in a transaction that completed on 4
July 2022.
The structure of the transaction has ensured a good level of
continuity with the core investment team members moving to
Foresight and Downing continuing to provide investment management
services for the Healthcare share pool, quoted and non-ventures
investments, as well as administration services for a handover
period.
The Company changed its name to Thames Ventures VCT 2 plc on 2
September 2022 following the change of main Investment Manager.
Evergreen Share pool review
Ventures Share pool
The Ventures Share portfolio developed over the year, with
GBP5.1 million invested in 12 VCT-qualifying companies, five of
which were new additions to the portfolio.
The Ventures Share NAV at the year-end was 59.4p, representing a
decrease of 6.1p per share or 8.9% over the year. This is after
adding back the dividend of 2.75p per share, which was paid on 30
September 2022.
There has been a general decline in the portfolio investment
valuations across the year, in line with sector trends for lower
revenue and earnings multiples, due to economic concerns. Net
unrealised losses for the period were GBP2.4 million.
There were four full exits during the year, plus a partial exit
from one investment where part of the proceeds were rolled over
into the acquirer. This produced net realised gains over cost of
GBP1.2 million.
A more detailed review of the Ventures Share pool is included in
the Investment Manager's Report.
Healthcare Share pool
The Healthcare Share pool had a limited level of activity over
the year with one new investment and two follow-ons made. There was
also one full exit and some deferred consideration collected on an
earlier investment.
The Healthcare Share NAV at the year-end was 61.6p, representing
a decrease of 19.3p per share or 21.5% in NAV over the year after
adjusting for the Healthcare dividend of 3.50p per share, which was
paid on 30 September 2022.
The most significant movements in the portfolio were a full
provision of GBP1.8 million which was made against Adaptix Limited,
as well as falls in the share prices of a small number of
AIM-quoted stocks (Arecor falling by GBP1.2 million, GENinCode by
GBP573,000 and Destiny Pharma by GBP98,000), which accounted for
the majority of the GBP4.1 million of net unrealised losses for the
period. The Healthcare Share pool remains heavily exposed to the
relatively volatile AIM market, with more that 30% of the pool's
value accounted for by two AIM-quoted investments.
A more detailed review of the Healthcare Share pool is included
in the Investment Manager's Report.
AIM Share pool
The AIM Share Pool launched in 2022 and is a small pool with net
assets of GBP2.7 million. Conditions for VCT AIM investing since
the launch have been weak, with a very limited number of VCT
eligible AIM flotations and fundraisings.
Consequently, no AIM investments have been made to date,
although funds have been placed in a money market fund and an
equity income fund pending improved conditions for AIM
investing.
The AIM Share NAV stood at 101.1p at the year end, representing
an increase of 1.2p per share or 1.2% in NAV over the year.
The Board will continue to consider how beneficial the different
share pools are for Shareholders. Any proposals by the Board will
be put to Shareholders in due course.
Planned Exit Share pool review
The Company continues to hold two planned exit share pools which
hold a small number of investments from which exits are sought in
order to return funds to shareholders and wind up those share
classes.
DSO D Share pool
The DSO D Share portfolio held two remaining investments as at
31 March 2023.
The two remaining investments are in a pub company Pearce and
Saunders Limited and a related business, which have both sold their
main assets. Attempts are being made to wind up both companies and
extract the small amount of remaining value from them.
The DSO D Share NAV stood at 2.6p at the year end, showing no
movement over the year. The Total Return to DSO Shareholders
remains 104.6p per share, as reported at 31 March 2022, compared to
the cost for Shareholders who invested in the original DSO D Share
offer of 100.0p, or 70.0p per share net of income tax relief.
A more detailed review of the DSO D Share pool is included in
the Investment Manager's Report.
DP67 Share pool
The remaining value in the DP67 Share portfolio is in two
investments which are both in the hospitality sector.
As at 31 March 2023, the DP67 Share NAV stood at 24.8p and Total
Return stood at 92.6p per share, a decrease of 2.0p per share,
equivalent to 2.1% in Total Return terms since 31 March 2022.
We are expecting final proceeds from Gatewales Limited in the
near future. Cadbury House Holdings Limited owns a leisure and
hotel facility in Bristol. The property is being marketed for sale
although the current market is weak and the Investment Manager is
keen to avoid a sale at undervalue.
A more detailed review of the DP67 Share pool is included in the
Investment Manager's Report.
Responsible investment
The Board is pleased to note the Investment Manager, Foresight
Group's, commitment to being a "Responsible Investor". Foresight
places Environmental, Social and Governance (ESG) criteria at the
forefront of its business and investment activities in line with
best practice and in order to enhance returns for their
investors.
Fundraising
As noted in the half yearly report, a new offer for subscription
was launched in September 2022. The offer has raised GBP1.6 million
to date between the Ventures and Healthcare Share classes and is
scheduled to close on 31 July 2023.
Fundraising was impacted by the various changes to the Company
during the year and the Board is reviewing with the Investment
Manager plans for renewed focus and momentum in the current
year.
With a lower level of funds than expected raised, supporting the
existing portfolio will be prioritised with the main impact being
reduced potential for new investments, albeit in a market in which
fundraising volumes are significantly reduced.
Dividends
Thames Ventures 2 has a target of seeking to pay annual
dividends for the Ventures and Healthcare share classes of at least
4% of the respective NAVs per annum.
The Board is now reviewing, with the new Manager, how the
Company can best achieve its objectives for Shareholders, including
future fundraising plans. While this review is being undertaken,
the Board believes it is prudent to be cautious with the Company's
uninvested funds until the plans of the future become clearer. For
this reason, the proposed final dividends for the Ventures and
Healthcare share classes are being reduced from their normal levels
at this time. The Board will, however, give consideration to
declaring further dividends once this review is complete.
The Board is proposing to pay final dividends of 1.25p per
Ventures Share and 1.25p per Healthcare Share on 29 September 2023,
to Shareholders on the register as at 1 September 2023. The
proposed dividends are subject to Shareholder approval at the
forthcoming AGM. Following the payment of the proposed dividends,
the Company will have paid cumulative dividends of 9.25p per
Ventures Share and 10.0p per Healthcare Share.
Further dividends in respect of the Company's Planned Exit Share
pools will be paid once further realisations have taken place. No
dividends are expected to be paid by the AIM Share class in its
initial years.
Share buybacks
The Company usually operates a policy of buying back its own
shares that become available in the market, subject to regulatory
and liquidity factors. The Board review these on a regular basis
and will make appropriate adjustments as it sees fit. Any such
purchases are undertaken at a price approximately equal to NAV
(i.e. at a nil discount).
As mentioned above, while the Board is reviewing plans for the
future of the Company. While this review is undertaken, for a
period, the Board does not expect to undertake share buybacks in
the Ventures, Healthcare and AIM Share pools. This review will
allow a clear strategy for the allocation of the Company's cash
resources to be drawn up. The Board does, however, expect share
buybacks to resume in due course.
As the focus for the two remaining Planned Exit Share pools is
on returning funds to Shareholders via distributions, the Company
will not undertake any further buybacks in respect of those share
classes.
Panmure Gordon continues to act as the Company's corporate
broker, operating the share buyback process and ensuring that the
quoted spread on the Company's shares remains at a reasonable
level. If you wish to sell or buy shares in the Company, the
contact details of Panmure Gordon can be found within the Annual
Report.
During the year ended 31 March 2023, the Company repurchased
3,014,102 Ventures Shares at an average price of 66.9p per Share
and 1,007,037 Healthcare Shares at an average price of 72.8p per
Share.
Annual General Meeting ("AGM")
The Company invites Shareholders to attend this year's AGM in
person once more. The AGM is planned to take place at the offices
of Foresight Group LLP, The Shard, 32 London Bridge Street, London,
SE1 9SG at 3:30 p.m. on 12 September 2023.
Shareholders wishing to attend the AGM are requested to please
notify Downing LLP via email, to tv2agm@downing.co.uk, in case
there are changes to arrangements which need to be communicated at
short notice.
Three items of special business are proposed at the AGM as
follows:
-- one resolution in respect of the authority to buy back shares as noted
above; and
-- two resolutions in respect of authority to allot shares and disapply
pre-emption rights to give the Company flexibility in respect of further
fundraising plans.
This year Shareholders will be able submit proxy votes
electronically. The details required for voting will be sent to
each shareholder. The deadline for proxy votes to be received is
3:30 p.m. on 8 September 2023.
Outlook
Although the main share classes have seen their portfolios fall
in value over the year, these movements are not out of line with
general market conditions for young growth businesses. Increasing
interest rates, inflation and fears of recession have knocked
investor confidence about growth prospects and valuation
metrics.
The Board is cognisant that it takes time to nurture and realise
value from potential outperformer companies whereas economic
turmoil pushes weaker companies into difficulty. By reviewing the
Managers' portfolios and discussing proposed actions, the Board is
generally satisfied that the Ventures and Healthcare portfolios
have sufficient weight of stronger investments to generate growth
in return for Shareholders in future.
The Board is committed to the Company's strategy of nurturing
young growth businesses through the stages of their development
with the Managers providing full support to the companies that have
the potential to deliver the targeted returns. The Board and the
Managers have agreed suitable strategies for the available cash
funds, with appropriate allocation between existing portfolio
companies meriting further support, limited investment in new
companies as well as meeting other demands on cash.
In respect of the planned exit share classes, the Board is
encouraging the Manager to pursue transactions that will bring both
share classes to a close this year.
As mentioned above, the Board is now reviewing possible options
for the future of the Company, seeking to identity a way to execute
the Company's strategy which will best serve Shareholders'
interests. I will, of course, report any significant developments
to this end to Shareholders as soon as practicable.
Sir Aubrey Brocklebank Bt.
Chairman
Ventures Share Pool
Share Pool Summary
31 March 31 March
2023 2022
Financial highlights Pence Pence
Net Asset Value per Ventures
Share 59.40 68.20
Cumulative distributions 8.00 5.25
Total Return per Ventures Share 67.40 73.45
Investment Manager's Report - Ventures Share Pool
i. Overview
Introduction
We present a review of the investment portfolio and activity for
the Ventures Share pool for the year ended 31 March 2023.
This Investment Manager's Report is split into three sections
comprising this overview, a review of the Venture Capital Portfolio
and a report on the portfolio of Liquidity Investments.
Net Asset Value and results
As at 31 March 2023, the NAV of a Ventures Share stood at 59.4p,
a decrease of 6.1p (8.9%) for the year after adding back the
Ventures dividend, of 2.75p per share, which was paid on 30
September 2022.
The return on ordinary activities for the Ventures Share pool
for the year was a loss of GBP3.2 million (2022: gain of GBP1.8
million), comprising a revenue loss of GBP494,000 (2022: loss of
GBP491,000) and a capital loss of GBP2.7 million (2022: gain of
GBP2.3 million).
It is disappointing to report the Total Return to Shareholders
as at 31 March 2023 of 67.4p which continues to be considered an
underperformance against our expectations for the Ventures Share
pool.
A final dividend of 1.25p per share is proposed to be paid on 29
September 2023, to Shareholders on the register at 1 September
2023.
Portfolio Overview
As at 31 March 2023, the Ventures Share pool held a portfolio of
36 Venture Capital investments and one Liquidity investment, with a
combined value of GBP27.8 million.
Following the impact of the pandemic, there have continued to be
challenges for businesses in the UK and internationally caused by
the impact of the economic downturn with rising rates of inflation
and interest.
The investment team continue to work closely with portfolio
companies to provide guidance and, where appropriate, additional
funding in support of potential value growth. The stronger
companies in the portfolio have proven capable of delivering good
performances and positive updates which is encouraging.
The valuation movements during the period are discussed in more
detail in the following sections of this Investment Manager's
Report.
Portfolio Performance
Overall, several larger valuation uplifts in the Venture Capital
Portfolio were outweighed by a number of valuation decreases during
the period, resulting in a net valuation decrease of GBP2.4 million
across the portfolio. The carrying value of the Liquidity
Investment portfolio has been adjusted to reflect quoted prices as
at 31 March 2023. This resulted in a valuation decrease of
GBP174,000 for the period. Of the two Liquidity Investments brought
forward, one was exited during the period.
ii. Ventures Portfolio
Investment activity
During the period, a total of GBP5.1 million was invested in 12
businesses, five of which are new VCT Qualifying investments.
New Ventures investments
A total of GBP3.0 million was invested into new VCT Qualifying
investments during the year. A description of each of these five
companies is shown below.
CommerceIQ Inc (GBP1,749,000) is a pioneer in helping brands win
on retail ecommerce channels. Their unified platform applies
machine learning and automation across marketing, supply chain, and
sales operations to help brands gain market share profitably.
Maestro Media Limited (GBP340,000) has developed a talent-led,
e-learning media platform of multichannel e-commerce technology.
This is a subscription-based platform which has secured a licence
to use the BBC brand and has partnered with a number of recognised
celebrities across various industries to deliver engaging
content.
Vivacity Labs Limited (GBP493,000) provides traffic management
software to optimise traffic flow by avoiding congestion and
improve safety within cities and traffic junctions.
Audioscenic Limited (GBP200,000) is a spin-out from the
University of Southampton's Institute of Sound and Vibrational
Research and has developed a software-based solution that unlocks
the full potential of 3D audio.
Glisser Limited (GBP200,000) has built a platform that supports
virtual and hybrid events.
Follow-on Ventures investments
A total of GBP2.1 million was invested as follow-on capital into
existing businesses in the Venture Capital Portfolio, most
notably:
FVRVS Limited (trading as Fundamental VR) (GBP537,000) has
developed a platform, Fundamental Surgery, which is the market
leading medical education platform delivering multimodal simulation
and education across tethered and all--in--one VR, mixed reality
and mobile, harnessing the very latest AI techniques.
Masters of Pie Limited (GBP219,000) developed Radical, a
software solution that enables remote sharing and collaboration on
large data sets.
Rated People Limited (GBP200,000) is an online marketplace
connecting homeowners with local tradespeople.
Hackajob Limited (GBP1.0 million) is an online recruitment
platform for employers seeking developers and engineers.
There were four full exits during the year from the Venture
Capital portfolio. Total proceeds of GBP5.3 million were generated,
producing a gain over cost of GBP1.1 million, although representing
a loss over holding value of GBP131,000.
E--Fundamentals Group Limited, a B2B developer of a Software as
a Service (SaaS) analytics platform allowing ecommerce companies to
accurately assess the performance of their products, generated
proceeds of GBP3.7 million, realising a profit over cost of GBP2.2
million however a loss over the opening value of GBP137,000.
Firefly Learning Limited, an edtech e-learning platform which
allows teachers, students and parents to share lesson plans and
review homework, was sold during the period, generating proceeds of
GBP1.0 million. The opening value of this investment was held at
cost therefore there was an immaterial loss realised against both
cost and value of GBP32,000.
Streethub Limited (trading as Trouva), an online marketplace for
a curated range of homeware and lifestyle products, was sold during
the period, generating proceeds of GBP242,000. The value of this
investment was written down in 2022 as a result of the business
trading significantly behind budget therefore a gain over value of
GBP100,000 was realised. It should be noted, however, that this was
a disappointing overall loss against the original cost of GBP1.1
million.
Fenkle Street LLP, a non-qualifying investment, was created to
fund the purchase of a property in central Newcastle and carry out
its subsequent refurbishment under the Business Premises Renovation
Allowance (BPRA) scheme. This sale generated proceeds of
GBP343,000, realising a gain over cost of GBP42,000 however a loss
over the opening value of GBP62,000.
Deferred consideration of GBP114,000 was also received in
relation to the exit of ADC Biotechnology Limited which occurred in
the year ended 31 March 2021.
Portfolio valuation
During the period, the Venture Capital portfolio of the Ventures
Share pool recognised an unrealised loss in value of GBP2.4
million, including unrealised foreign exchange gains of GBP286,000.
Whilst there have been a number of positive developments within the
Venture Capital portfolio, this was offset by the reduction in
value of several companies predominantly due to underperformance in
a challenging macroeconomic environment. Of the GBP2.4 million
total unrealised loss, the most significant movements are noted
below.
The largest gain in value was in Cornelis Networks, Inc, who
delivers purpose-built high-performance fabrics for High
Performance Computing (HPC), High Performance Data Analytics (HPDA)
and Artificial Intelligence (AI). During the period, the company
was uplifted by GBP1.5 million, including the impact of foreign
exchange. This revaluation is the result of a calibration to the
price set by a funding round during the year.
Virtual Class Limited (trading as Third Space Learning), a
platform offering personalised online lessons from specialist
tutors, was uplifted by GBP383,000 as a result of continued growth
in revenues and their customer base.
Ayar Labs Inc, the developer of components for high performance
computing and data centre applications, was uplifted by GBP314,000,
including the impact of foreign exchange. This revaluation is the
result of a calibration to the price set by a funding round during
the year.
Bulbshare Limited, a company that enables brands to build
communities from their existing customers, has performed well
during the year with revenues continuing to grow, resulting in a
valuation uplift of GBP178,000 as at the year end.
Disappointingly, there were a number of unrealised losses
recognised during the period. Some of these came from the more
vulnerable businesses within the portfolio, however there were some
material losses recognised to account for funding and liquidity
risks faced by some of the larger portfolio companies. The greatest
unrealised loss in the period was from Cambridge Touch
Technologies, a company developing pressure sensitive multi touch
technology. The investment suffered an unrealised fair value loss
of GBP764,000 as a result of the challenging macroeconomic
environment and weaker access to funding.
FundingXchange Limited, a fintech platform delivering SME
lenders insights into their portfolio trends, was revalued
downwards by GBP510,000 to calibrate to the price of last funding
round.
Hackajob Limited, a marketplace for technical hires, was
revalued downwards by GBP358,000 to calibrate to the price of last
funding round.
Trinny London Limited, a cosmetics and skincare brand, was
revalued downwards by GBP306,000 due to reduced confidence in
consumer spending.
Carbice Corporation Inc. This company has developed a suite of
products based on its carbon material called Carbice Carbon which
is primarily used as thermal management solutions to enable greater
thermal conductivity. The valuation was reduced by GBP233,000,
including the impact of foreign exchange, as a result of the
challenging macroeconomic environment and access to funding.
There were three investments that were written down to nil
during the year. These were Glisser Limited, Hummingbird
Technologies Limited and Channel Mum Limited, resulting in a
combined unrealised loss over original cost of GBP1.7 million and a
loss over carrying value of GBP761,000.
The remaining investments in the Venture Capital Portfolio were
adjusted in value by a total net loss of GBP1.4 million as at 31
March 2023, including the impact of foreign exchange.
Liquidity Investments
The carrying value of the remaining Liquidity Investment has
been adjusted to reflect its quoted price as at 31 March 2023. This
resulted in a total reduction of GBP174,000 for the year.
Foresight Group LLP
Review of Investments -- Ventures Share Pool
The following investments were held at 31 March 2023:
Valuation
movement % of
Cost Valuation in period portfolio
Portfolio of investments GBP'000 GBP'000 GBP'000
Ventures investments
Cornelis Networks, Inc. 1,402 2,874 1,504 9.2%
Virtual Class Limited (Third Space
Learning) 1,053 2,199 383 7.1%
Ayar Labs, Inc. 764 1,840 314 5.9%
Rated People Limited 1,582 1,821 (274) 5.8%
CommerceIQ Limited 1,749 1,731 (18) 5.6%
Imagen Limited 1,000 1,703 (60) 5.5%
Hackajob Limited 1,284 1,665 (358) 5.3%
Ecstase Limited (t/a ADAY) 1,000 1,000 (257) 3.2%
Trinny London Limited 219 934 (306) 3.0%
Upp Technologies Group Limited (previously
Volo Commerce) 1,136 923 (213) 3.0%
Masters of Pie Limited 886 876 (10) 2.8%
Arecor Therapeutics plc^ 418 822 (319) 2.6%
Parsable, Inc. 766 753 42 2.4%
Limitless Technology Limited 757 703 (217) 2.3%
FVRVS Limited (t/a Fundamental VR) 787 678 (218) 2.2%
Cambridge Touch Technologies Limited 959 605 (764) 1.9%
Congenica Limited 734 605 (141) 1.9%
Vivacity Labs Limited 493 490 (3) 1.6%
Maverick Pubs (Holdings) Limited 1,000 444 (6) 1.4%
Bulbshare Limited 249 427 178 1.4%
BBC Maestro Limited 340 419 79 1.3%
Carbice Corporation 656 406 (233) 1.3%
MIP Discovery Limited 300 300 - 1.0%
FundingXchange Limited 1,050 276 (510) 0.9%
Distributed Limited 275 275 - 0.9%
Audioscenic Limited 200 200 - 0.6%
Destiny Pharma plc^ 500 88 (65) 0.3%
Lignia Wood Company Limited 1,778 - - -
Empiribox Holdings Limited 1,563 - - -
Live Better With Limited 1,211 - - -
Ormsborough Limited 900 - - -
Channel Mum Limited 757 - (311) -
Hummingbird Technologies Limited 750 - (250) -
Lineten Limited 400 - - -
Glisser Limited 200 - (200) -
London City Shopping Centre Limited* 30 - - -
29,148 25,057 (2,233) 80.4%
Liquidity investments
Downing Strategic Micro-Cap Investment
Trust plc*^ 4,269 2,701 (174) 8.7%
33,417 27,758 (2,407) 89.1%
Cash at bank and in hand 3,430 10.9%
Total investments 31,188 100.0%
*non-qualifying investment
^listed and traded on the London Stock Exchange
All Ventures investments are incorporated in England and Wales,
except Ayar Labs, Inc. Cornelis Networks, Inc. and Parsable, Inc.
which are incorporated in USA.
Investment movements for the year ended 31 March 2023
Cost
Additions GBP'000
Ventures investments
CommerceIQ Limited 1,749
Hackajob Limited 1,000
FVRVS Limited (t/a Fundamental VR) 537
Vivacity Labs Limited 493
BBC Maestro Limited 340
Masters of Pie Limited 219
Glisser Limited 200
Audioscenic Limited 200
Rated People Limited 200
Streethub Limited (t/a Trouva) 71
Upp Technologies Group Limited (previously
Volo Commerce) 59
Channel Mum Limited 20
5,088
(Loss)/
Valuation gain Realised
Cost at 01/04/22 Proceeds vs. cost gain/(loss)
Disposals GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Ventures investments
Streethub Limited (t/a Trouva) 1,350 142 242 (1,108) 100
E-Fundamentals (Group) Limited 1,508 3,847 3,710 2,202 (137)
Firefly Learning 1,047 1,047 1,015 (32) (32)
Fenkle Street LLP* 301 405 343 42 (62)
ADC - deferred proceeds - - 114 114 114
Loan note conversions
Hackajob Limited 500 500 500 - -
FVRVS Limited (t/a Fundamental
VR) 125 125 125 - -
Liquidity investments
MI Downing UK Micro-Cap Growth
Fund B Accum* 123 116 139 16 23
4,954 6,182 6,188 1,234 6
*non-qualifying investment
Healthcare Share Pool
Share Pool Summary
31 March 31 March
2023 2022
Financial highlights Pence Pence
Net Asset Value per Healthcare
Share 61.60 84.40
Cumulative distributions 8.75 5.25
Total Return per Healthcare
Share 70.35 89.65
Investment Manager's Report- Healthcare Share Pool
i. Overview
Introduction
We present a review of the investment portfolio and activity for
the Healthcare Share pool over the year ended 31 March 2023.
This Investment Manager's Report is split into three sections
comprising this overview, a review of the Healthcare Portfolio and
a report on the portfolio of Liquidity Investments.
Net Asset Value and results
As at 31 March 2023, the NAV of a Healthcare share stood at
61.6p, a decrease of 19.3p (21.5%) over the year after adding back
the Healthcare dividend, of 3.50p per share, which was paid on 30
September 2022.
The loss on ordinary activities for the Healthcare Share pool
for the year was GBP4.3 million (2022: return of GBP3.7 million),
being a revenue loss of GBP272,000 (2022: GBP314,000) and a capital
loss of GBP4.0 million (2022: GBP4.0 million gain).
The Total Return to Shareholders as at 31 March 2023, of 70.35p,
continues to be considered an underperformance against our
expectations for the Healthcare Share pool.
A proposed final dividend of 1.25p per share will be paid on 29
September 2023, to Shareholders on the register at 1 September
2023.
Portfolio Overview
As at 31 March 2023, the Healthcare Share pool held a portfolio
of 15 Healthcare investments and one Liquidity investment, with a
combined value of GBP12.4 million.
However, there are a number of risks which have continued
through the year, including continued impact of growth of inflation
and interest rates. We will continue to monitor the situation
alongside our investee companies in order to minimise the risk
exposure as much as possible and to provide guidance and support as
necessary. The valuation movements during the period are discussed
in more detail in the following sections of this Investment
Manager's Report.
Portfolio Performance
There were several valuation movements in the Venture Capital
Portfolio during the year, resulting in a net unrealised loss of
GBP4.1 million, as at 31 March 2023.
The carrying value of the one Liquidity Investment, Downing
Strategic Micro-Cap Investment Trust plc, has been adjusted to
reflect its quoted price as at 31 March 2023, resulting in a
valuation decrease of GBP30,000 for the year.
ii. Healthcare Portfolio
Investment activity
During the year, a total of GBP1.6 million was invested in three
businesses, one of which was a new VCT Qualifying investment.
New Healthcare investments
Qkine Limited (GBP303,000) is a manufacturer of animal-free,
highly bioactive and innovative proteins and growth factors for
life science applications. The products help to tackle fundamental
biological and scale-up challenges for the fast-growing stem cell,
organoid, regenerative medicine, and cellular agriculture
sectors.
Follow-on Healthcare investments
A further GBP824,000 was invested in FVRVS Limited (trading as
Fundamental VR) which provides surgery simulation software for
enterprise clients and hospitals. A further GBP427,000 was invested
in Invizius Limited which is developing novel primers with the aim
of reducing adverse inflammatory responses.
Portfolio valuation
During the period, the Healthcare portfolio of the Share pool
decreased in value by a total of 4.1 million.
Arecor, which is listed on AIM, has reduced in value by GBP1.2
million. We continue to believe that the company has a bright
future as its star asset AT247 reads out its Phase 1 in Q4-23 in
addition to its early-stage assets progressing through the clinic.
Arecor also has partnered on-market assets which are expected to
yield positive news flow through to 2025.
A full provision of GBP1.8 million was made against the
investment in Adaptix Limited, when, after the period end, it
became clear the company would not be able to complete its planned
funding round and the business would need to urgently evaluate its
options.
The valuation of FVRVS Limited (trading as Fundamental VR)
decreased by GBP373,000 in order to calibrate to the most recent
funding round.
The valuation of Congenica Limited has been written down by
GBP350,000 as at 31 March 2023 to reflect trading performance
tracking behind the business plan. Remedial actions have since been
taken, including appointment of a new CEO who has been focused on
commercials: partnering with notable organisations and improving
revenues significantly. His go-to-market strategy with channel
partners and government programs is beginning to deliver, which
gives us more confidence of potential value being realised.
Destiny Pharma plc, which is listed on AIM, was reduced in value
by GBP98,000. The company completed a much-awaited first
out-licensing deal with Sebela Pharmaceuticals during the year and
is now seeking partners for its other drug programmes. The Sebela
deal provides a long-term path to value creation.
DiA Imaging Analysis has agreed an offer for acquisition from a
large med-tech company in the space, with final completion of this
transaction anticipated in Q2-23. The valuation has been increased
by GBP135,000 to reflect the closing share price for the
transaction subject to final working capital adjustments, which are
anticipated to be de minimis.
GENinCode plc ("GENinCode") which is listed on AIM, was reduced
in value by GBP573,000. The business has continued to underperform
against its targets; it is yet to make meaningful progress in the
US and the European growth has not gained momentum. The business
recently acquired Abcodia for no upfront cost, but we are yet to
see the benefits of this acquisition. We continue to wait for
meaningful US regulatory and market access progress.
The valuations of Invisiuz Limited and Qkine Limited have been
increased by GBP71,000 and GBP76,000 respectively in order to
calibrate to the most recent funding rounds.
Open Bionics Limited is an award--winning designer, manufacturer
and supplier of bionic limbs. The company uses 3D printing and
scanning technology to produce custom--made prosthetics at a lower
manufacturing cost relative to existing technologies. The valuation
has increased by GBP49,000 to reflect the position in the cap table
and the shareholders participating preference terms.
There were no other valuation movements in the Venture Capital
portfolio.
1. Liquidity InvestmentsThe value of the Healthcare Share pool's holding in
Downing Strategic Micro-Cap Investment Trust plc ("DSM") decreased in
value by GBP30,000 during the period. As at 31 March 2023, DSM's
mid-market share price traded at a discount to NAV of 18.1%, representing
potential unrealised value in the company's share price.
MI Downing Micro--Cap Growth Fund ("DMCG") was exited during the
year for a modest profit over cost of GBP4,000.
See the Ventures Share pool Investment Managers Report for
further information on the Liquidity Investments.
The Healthcare Share class, and its underlying portfolio of
companies, is exposed to these sector factors and as a result we
are focusing our attention for the coming 12 months on ensuring
that our portfolio companies are adequately financed to enable them
to continue to grow.
Outlook
Macroeconomic factors continue to impact the financial markets
with a knock-on impact on the venture capital funding environment
as many venture funds choose to focus on supporting their existing
portfolios rather than looking to add new positions.
We may start to add new positions towards the end of the year if
conditions turn more favourable.
Despite the sector headwinds, many of the companies in the
portfolio are starting to make real commercial progress and are
becoming attractive targets, as evidenced by the recent agreement
to sell DiA to a large medtech corporate following the year
end.
Downing LLP -- Healthcare Ventures Team
Review of Investments -- Healthcare Share Pool
The following investments were held at 31 March 2023:
Valuation
movement % of
Cost Valuation in period portfolio
Portfolio of investments GBP'000 GBP'000 GBP'000
Healthcare investments
Arecor Therapeutics plc^ 1,533 3,015 (1,171) 22.8%
Open Bionics Limited 1,000 1,428 49 10.8%
FVRVS Limited (t/a Fundamental VR) 1,324 1,169 (373) 8.8%
GENinCode plc^ 1,202 1,051 (573) 8.0%
Invizius Limited 927 998 71 7.6%
Congenica Limited 1,184 865 (350) 6.5%
Tidalsense Limited 800 800 - 6.1%
Closed Loop Medicine Limited 650 650 - 4.9%
DiA Imaging Analysis Limited 415 564 135 4.3%
The Electrospinning Company Limited 478 544 - 4.1%
Qkine Limited 303 379 76 2.9%
MIP Discovery Limited 300 300 - 2.3%
Destiny Pharma plc^ 750 131 (98) 1.0%
Live Better With Limited 1,106 - - -
Adaptix Limited 1,056 - (1,843) -
13,028 11,894 (4,077) 90.1%
Liquidity Investments
Downing Strategic Micro-Cap Investment
Trust plc*^ 729 461 (30) 3.5%
13,757 12,355 (4,107) 93.6%
Cash at bank and in hand 860 6.4%
Total investments 13,215 100.0%
*non-qualifying investment
^listed and traded on the London Stock Exchange
Investment movements for the year ended 31 March 2023
Cost
Additions GBP'000
Healthcare investments
FVRVS Limited (t/a Fundamental
VR) 824
Invizius Limited 427
Qkine Limited 303
1,554
Valuation Gain Realised
Cost at 01/04/22 Proceeds vs. cost gain
Disposals GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Healthcare investments
Future Health Works Limited (t/a
MyRecovery) 528 750 798 270 48
FVRVS Limited (t/a Fundamental
VR) 250 250 250
ADC - deferred proceeds - - 195 195 195
Liquidity investments
MI Downing UK Micro-Cap Growth
Fund B Accum* 40 37 44 4 7
818 1,037 1,287 469 250
*non-qualifying investment
Review of Investments -- AIM Share Pool
Share Pool Summary
31 March 31 March
2023 2022
Financial highlights Pence Pence
Net Asset Value per AIM Share 101.1 99.9
Cumulative distributions - -
Total Return per AIM Share 101.1 99.9
Investment Manager's Report- AIM Share Pool
Introduction
The fundraising for the AIM Share Class was launched in August
2021 at a time when markets were performing well, as the economy
started to rebound from the release of the constraints of the
pandemic. At that time, we were seeing a steady flow of potentially
attractive IPOs on AIM which were eligible for investment by
VCTs.
The world has changed dramatically since then with the Ukraine
conflict, recessionary fears, continued high inflation and
increasing interest rates combining to shake investor confidence,
resulting in an extended period when there were no suitable
investment opportunities for the share class.
In view of the lack of AIM-IPOs we invested a proportion of the
funds raised in a cash fund and equity income fund looking to
produce some returns from the uninvested funds.
Net Asset Value and results
As at 31 March 2023, the NAV of an AIM share stood at 101.1p, an
increase of 1.2p (1.2%) over the year.
Outlook
Despite the frustrations of not being able to invest the share
pool's funds as planned, it is pleasing to be able to report a
positive return when, over the same period, the AIM market in
general has suffered substantial losses.
With the challenge of investing the share pool's funds and the
fact that the pool is very small in size, we are discussing plans
for the future of the pool with the Board and seeking to find a
strategy which is in Shareholders' best interests.
Downing Fund Managers
Review of Investments -- AIM Share Pool
The following investments were held at 31 March 2023:
Valuation
movement % of
Cost Valuation in period portfolio
Portfolio of investments GBP'000 GBP'000 GBP'000
Liquidity Investments
BlackRock Cash Fund Class D
Accumulating* 1,157 1,172 15 42.7%
Vanguard FTSE U.K. Equity Income Index
Fund GBP Acc* 643 721 78 26.3%
1,800 1,893 93 69.0%
Cash at bank and in hand 850 31.0%
Total investments 2,743 100.0%
*non-qualifying investment
DSO D Share Pool
Share Pool Summary
31 March 31 March
2023 2022
Financial highlights Pence Pence
Net Asset Value per DSO D Share 2.6 2.6
Cumulative distributions 102.0 102.0
Adjustment for Performance Incentive
estimate - -
Total Return per DSO D Share 104.6 104.6
Investment Manager's Report - DSO D Share Pool
Introduction
The DSO D Share pool now has two investments left which we need
to exit allow the share pool to wind up. This process is
unfortunately taking some time to complete.
Net Asset Value and results
The Net Asset Value ("NAV") per DSO D Share at 31 March 2023
stood at 2.6p, showing no movement over the year. A performance
incentive fee is not expected to become payable and so a deduction
for this is not applicable. However, should the performance
incentive fee hurdles ultimately be met, a fee could become
due.
Total Return stands at 104.6p per share compared to initial cost
to Shareholders, net of income tax relief, of 70.0p per share. We
consider this to be satisfactory performance when compared to the
initial NAV of 100p.
The loss on ordinary activities after taxation for the year was
GBP8,000 (2022: GBP3,000), comprising a revenue profit of GBP20,000
(2022: loss of GBP16,000) and a capital loss of GBP28,000 (2022:
gain of GBP13,000).
Investments
As at 31 March 2023, the DSO D Share pool held two investments
with a total value of GBP16,000.
Portfolio valuation
During the year, the carrying value of the portfolio of
investments held by the DSO D Share pool was reduced by
GBP27,000.
Pearce and Saunders Limited and Pearce and Saunders DevCo
Limited are the only remaining investments in the portfolio. The
final pub was sold some time ago and an Insolvency Practitioner is
being appointed to distribute funds via a liquidation. The
valuation has been reduced by GBP27,000 as at 31 March 2023 to
reflect expected value of future distributions.
Outlook
We are hopeful that the formal process now being undertaken to
wind up the remaining companies will allow this process to complete
in the near future. Once this is done, a final distribution will be
made to DSO D Shareholders.,
Foresight Group LLP
Review of Investments - DSO D Share Pool
The following investments were held at 31 March 2023:
Valuation
movement % of
Cost Valuation in year Portfolio
Portfolio of investments GBP'000 GBP'000 GBP'000
Pearce and Saunders DevCo
Limited* 19 16 - 8.3%
Pearce and Saunders Limited 255 - (27) -
274 16 (27) 8.3%
Cash at bank and in hand 176 91.7%
Total investments 192 100.0%
* non-qualifying investment
All investments are incorporated in England and Wales.
DP67 Share Pool
Share Pool Summary
31 March 31 March
2023 2022
Financial highlights Pence Pence
Net Asset Value per DP67 Share 24.8 26.8
Cumulative distributions 67.8 67.8
Total Return per DP67 Share 92.6 94.6
Investment Manager's Report - DP67 Share Pool
Introduction
The process of seeking to realise the remaining investments for
optimal proceeds and returning funds to DP67 Shareholders
continues.
Net Asset Value and results
The Net Asset Value ("NAV") per DP67 Share at 31 March 2023
stood at 24.8p, a decrease of 2.0p or 2.1% in Total Return terms
during the year. Total Return stands at 92.6p per DP67 Share,
compared to initial cost to Shareholders, net of income tax relief,
of 70.0p per share. Compared to the initial NAV of 100p, we
consider the Total Return to be an underperformance against the
original expectations for the DP67 Share pool.
The loss on ordinary activities after taxation for the year was
GBP221,000 (2022: gain of GBP934,000), comprising a revenue loss of
GBP92,000 (2022: gain of GBP1.2 million) and a capital loss of
GBP129,000 (2022: GBP247,000).
Investments
As at 31 March 2023, the DP67 Share pool held a portfolio of two
investments of value, with that value totalling GBP1.1 million.
Portfolio activity
There was one realisation during the year ended 31 March 2023.
GBP644,000 was received in respect of Fenkle Street LLP, which
represents a healthy gain over cost of GBP239,000.
Portfolio valuation
The DP67 portfolio showed no movement in value during the year
ended 31 March 2023.
Following a distribution from the underlying business which sold
its hotel asset, in which Gatewales Limited holds an interest, it
is estimated that the DP67 share pool will shortly receive
GBP344,000. However, a significant provision against loan interest
due from Gatewales Limited has had to be made during the period as
the overall proceeds are expected to fall below previous
estimates.
Attempts by Cadbury House Holdings to sell its conference centre
and hotel property have been ongoing for some months now. During
the year, no offers have been received that match the target
valuation and therefore, the decision was made to continue to
market the property until an buyer is found with an offer at an
appropriate price. The DP67 Share pool's holding remains held at
the same value as reported at the end of last year and loan
interest continues to be recognised in full, providing the share
pool with GBP193,000 of income during the year.
Outlook
The challenge now is to achieve an exit from Cadbury House
Holdings Limited at an acceptable valuation. The market for this
type of assets is weak currently but we believe it is in the best
interests of shareholders not to sell at undervalue even if this
means the final exit takes longer. Further dividends will be paid
once the final realisations have taken place.
Foresight Group LLP
Review of Investments -- DP67 Share Pool
The following investments were held at 31 March 2023:
Valuation
movement % of
Cost Valuation in year portfolio
Portfolio of investments GBP'000 GBP'000 GBP'000
Cadbury House Holdings Limited 1,409 791 - 41.6%
Gatewales Limited* 343 344 - 18.1%
Yamuna Renewables Limited 400 - - 0.0%
London City Shopping Centre
Limited** 99 - - 0.0%
2,251 1,135 - 59.7%
Cash at bank and in hand 766 40.3%
Total investments 1,901 100.0%
* partially qualifying investment
** non-qualifying investment
All investments are incorporated in England and Wales.
Valuation Gain Realised
Cost at 01/04/22 Proceeds vs. cost gain
Disposals GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Fenkle Street LLP* 405 759 644 239 (115)
405 759 644 239 (115)
*non-qualifying investment
Directors' responsibilities
The Directors are responsible for preparing the Report of the
Directors, the Directors' Remuneration Report and the financial
statements in accordance with applicable law and regulations. The
Directors are also responsible for ensuring that the Annual Report
includes information required by the Listing Rules of the Financial
Conduct Authority.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
have elected to prepare the financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice (United
Kingdom accounting standards and applicable law) including
Financial Reporting Standard 102, the financial reporting standard
applicable in the UK and Republic of Ireland (FRS 102). Under
company law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or
loss of the Company for that period.
In preparing these financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and accounting estimates that are reasonable and prudent;
-- state whether applicable UK accounting standards have been followed,
subject to any material departures disclosed and explained in the
financial statements;
-- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business;
-- prepare a directors' report, a strategic report and directors'
remuneration report which comply with the requirements of the Companies
Act 2006; and
-- carry out a robust assessment of the principal risks facing the Company,
as set out in the Strategic Report.The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Company's transactions, to disclose with reasonable accuracy
at any time the financial position of the Company and to enable them to
ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
In addition, each of the Directors considers that the Annual
Report, taken as a whole, is fair, balanced and understandable and
provides the information necessary for Shareholders to assess the
Company's position, performance, business model and strategy.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of the financial statements and other
information included in the Annual Reports may differ from
legislation in other jurisdictions.
Audited Income Statement for the year ended 31 March 2023
Year ended 31 March Year ended 31 March
2023 2022
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 284 - 284 1,296 - 1,296
(Loss)/gain on investments - (6,307) (6,307) - 6,599 6,599
Total gain/(loss) from
investments 284 (6,307) (6,023) 1,296 6,599 7,895
Investment management fees (472) (472) (944) (531) (531) (1,062)
Other expenses (689) - (689) (409) - (409)
(Loss)/return on ordinary
activities before tax (877) (6,779) (7,656) 356 6,068 6,424
Tax on total comprehensive
income and ordinary activities - - - - - -
(Loss)/return attributable
to equity Shareholders, being
total comprehensive income
for the year (877) (6,779) (7,656) 356 6,068 6,424
Basic and diluted return per
share:
Ventures Share (1.0p) (5.5p) (6.5p) (1.0p) 4.8p 3.8p
Healthcare Share (1.4p) (20.0p) (21.4p) (1.6p) 19.9p 18.3p
AIM Share (4.3p) 8.2p 3.9p (1.5p) (0.9p) (2.4p)
DSO D Share 0.3p (0.4p) (0.1p) (0.2p) 0.2p 0.0p
DP67 Share (0.8p) (1.2p) (2.0p) 10.5p (2.2p) 8.3p
The total column within the Income Statement represents the
Statement of Total Comprehensive Income of the Company prepared in
accordance with Financial Reporting Standard 102 ("FRS 102"). The
supplementary revenue return and capital return columns are
prepared in accordance with the Statement of Recommended Practice
issued in July 2022 by the Association of Investment Companies
("AIC SORP").
Income Statement for the year ended 31 March 2023
Analysed by Share pool -- unaudited and non-statutory
Split as:
Year ended Year ended
31 March 2023 31 March 2022
Revenue Capital Total Revenue Capital Total
Ventures Share pool GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 64 64 58 - 58
Net (loss)/gain on investments - (2,401) (2,401) - 2,641 2,641
Total gain/(loss) from investments 64 (2,401) (2,337) 58 2,641 2,699
Investment management fees (278) (278) (556) (314) (314) (628)
Other expenses (280) - (280) (235) - (235)
(Loss)/return on ordinary activities
before tax (494) (2,679) (3,173) (491) 2,327 1,836
Tax on total comprehensive
income and ordinary activities - - - - - -
(Loss)/return attributable
to equity Shareholders, being
total comprehensive income
for the year (494) (2,679) (3,173) (491) 2,327 1,836
Year ended Year ended
31 March 2023 31 March 2022
Revenue Capital Total Revenue Capital Total
Healthcare Share pool GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 4 - 4 21 - 21
Net (loss)/gain on investments - (3,857) (3,857) - 4,172 4,172
Total (loss)/gain from investments 4 (3,857) (3,853) 21 4,172 4,193
Investment management fees (161) (161) (322) (195) (195) (390)
Other expenses (115) - (115) (140) - (140)
(Loss)/return on ordinary activities
before tax (272) (4,018) (4,290) (314) 3,977 3,663
Tax on total comprehensive
income and ordinary activities - - - - - -
(Loss)/return attributable
to equity Shareholders, being
total comprehensive income
for the year (272) (4,018) (4,290) (314) 3,977 3,663
Year ended Year ended
31 March 2023 31 March 2022
Revenue Capital Total Revenue Capital Total
AIM Share pool GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income - - - - - -
Net gain on investments - 93 93 - - -
Total gain from investments - 93 93 - - -
Investment management fees (18) (18) (36) (2) (2) (4)
Other expenses (21) - (21) (2) - (2)
(Loss)/gain on ordinary activities
before tax (39) 75 36 (4) (2) (6)
Tax on total comprehensive
income and ordinary activities - - - - - -
(Loss)/gain attributable to
equity Shareholders, being
total comprehensive income
for the year (39) 75 36 (4) (2) (6)
Year ended 31 March Year ended 31 March
2023 2022
Revenue Capital Total Revenue Capital Total
DSO D Share pool GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 24 - 24 - - -
(Loss)/gain on investments - (27) (27) - 19 19
Total gain/(loss) from investments 24 (27) (3) - 19 19
Investment management fees (1) (1) (2) (6) (6) (12)
Other expenses (3) - (3) (10) - (10)
Return/(loss) on ordinary activities
before tax 20 (28) (8) (16) 13 (3)
Tax on total comprehensive income
and ordinary activities - - - - - -
Return/(loss) attributable to
equity Shareholders, being total
comprehensive income for the
year 20 (28) (8) (16) 13 (3)
Year ended 31 March Year ended 31 March
2023 2022
Revenue Capital Total Revenue Capital Total
DP67 Share pool GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 192 - 192 1,217 - 1,217
Net loss on investments - (115) (115) - (233) (233)
Total gain/(loss) from investments 192 (115) 77 1,217 (233) 984
Investment management fees (14) (14) (28) (14) (14) (28)
Other expenses (270) - (270) (22) - (22)
(Loss)/return on ordinary activities
before tax (92) (129) (221) 1,181 (247) 934
Tax on total comprehensive income
and ordinary activities - - - - - -
(Loss)/return attributable to
equity Shareholders, being total
comprehensive income for the
year (92) (129) (221) 1,181 (247) 934
Audited Balance Sheet as at 31 March 2023
2023 2022
GBP'000 GBP'000
Fixed assets
Investments 43,157 49,141
Current assets
Debtors 2,510 4,317
Cash at bank and in hand 6,082 8,384
8,592 12,701
Creditors: amounts falling due within one year (1,214) (965)
Net current assets 7,378 11,736
Net assets 50,535 60,877
Capital and reserves
Called up Share capital 117 113
Capital redemption reserve 4 58
Special reserve 50,483 24,063
Share premium account - 29,284
Funds held in respect of shares not yet allotted - 7
Revaluation reserve 93 6,995
Capital reserve -- realised 4,127 3,769
Revenue reserve (4,289) (3,412)
Total equity Shareholders' funds 50,535 60,877
Basic and diluted Net Asset Value per share:
DSO D Share 2.6p 2.6p
DP67 Share 24.8p 26.8p
Ventures Share 59.4p 68.2p
Healthcare Share 61.6p 84.4p
AIM Share 101.1p 99.9p
Balance Sheet as at 31 March 2023
Analysed by Share pool -- unaudited and non-statutory
Split as:
2023 2022
Ventures Share pool GBP'000 GBP'000
Fixed assets
Investments 27,758 31,259
Current assets
Debtors 925 1,801
Cash at bank and in hand 3,430 4,321
4,355 6,122
Creditors: amounts falling due within one year (730) (490)
Net current assets 3,625 5,632
Net assets 31,383 36,891
Capital and reserves
Called up share capital 67 65
Capital redemption reserve 3 58
Special reserve 32,039 16,290
Share premium account - 18,657
Funds held in respect of shares not yet allotted - 2
Revaluation reserve 1,170 3,548
Capital reserve -- realised 1,665 1,428
Revenue reserve (3,561) (3,067)
Total equity Shareholders' funds 31,383 36,891
2023 2022
Healthcare Share pool GBP'000 GBP'000
Fixed assets
Investments 12,355 15,945
Current assets
Debtors 455 633
Cash at bank and in hand 860 2,483
1,315 3,116
Creditors: amounts falling due within one year (221) (310)
Net current assets 1,094 2,806
Net assets 13,449 18,751
Capital and reserves
Called up share capital 28 27
Capital redemption reserve 1 -
Special reserve 15,395 7,752
Share premium account - 8,594
Funds held in respect of shares not yet allotted - 5
Revaluation reserve (295) 4,031
Capital reserve -- realised 177 (73)
Revenue reserve (1,857) (1,585)
Total equity Shareholders' funds 13,449 18,751
2023 2022
AIM Share pool GBP'000 GBP'000
Fixed assets
Investments 1,893 -
Current assets
Debtors 2 604
Cash at bank and in hand 850 1,446
852 2,050
Creditors: amounts falling due within one year (19) (21)
Net current assets 833 2,029
Net assets 2,726 2,029
Capital and reserves
Called up share capital 3 2
Special reserve 2,673 (2)
Share premium account - 2,033
Funds held in respect of shares not yet allotted - -
Revaluation reserve 93 -
Capital reserve -- realised - -
Revenue reserve (43) (4)
Total equity Shareholders' funds 2,726 2,029
2023 2022
DSO D Share pool GBP'000 GBP'000
Fixed assets
Investments 16 43
Current assets
Debtors 21 61
Cash at bank and in hand 176 124
197 185
Creditors: amounts falling due within one year (13) (20)
Net current assets 184 165
Net assets 200 208
Capital and reserves
Called up share capital 8 8
Special reserve 422 423
Revaluation reserve (258) (231)
Capital reserve -- realised 22 22
Revenue reserve 6 (14)
Total equity Shareholders' funds 200 208
2023 2022
DP67 Share pool GBP'000 GBP'000
Fixed assets
Investments 1,135 1,894
Current assets
Debtors 1,107 1,218
Cash at bank and in hand 766 10
1,873 1,228
Creditors: amounts falling due within one year (231) (124)
Net current assets 1,642 1,104
Net assets 2,777 2,998
Capital and reserves
Called up share capital 11 11
Special reserve (46) (400)
Revaluation reserve (617) (263)
Capital reserve -- realised 2,263 2,392
Revenue reserve 1,166 1,258
Total equity Shareholders' funds 2,777 2,998
Statement of Changes in Equity for the year ended 31 March
2023
Funds held
Called in respect
up Capital Share of shares Capital
Share Redemption Special premium not yet Revaluation reserve Revenue
capital reserve reserve account allotted Reserve -realised reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 31 March 2021 102 58 29,417 20,010 241 (1,143) 3,132 (3,768) 48,049
Total comprehensive
income - - - - - 6,335 (267) 356 6,424
Transfer between
reserves* - - (5,159) - - 1,803 3,356 - -
Unallotted shares - - - - (234) - - - (234)
Transactions with
owners
Dividend paid - - - - - - (2,452) - (2,452)
Purchase of own shares - - (195) - - - - - (195)
Issue of shares 11 - - 9,501 - - - - 9,512
Share issue costs - - - (227) - - - - (227)
At 31 March 2022 113 58 24,063 29,284 7 6,995 3,769 (3,412) 60,877
Total comprehensive
income - - - - - (6,448) (331) (877) (7,656)
Transfer between
reserves* - - (2,540) - - (454) 2,994 - -
Unallotted shares - - - - (7) - - - (7)
Transactions with
owners
Dividend paid - - - - - - (2,305) - (2,305)
Cancellation of
share premium - (58) 31,785 (31,727) - - - - -
Purchase of own shares (4) 4 (2,825) - - - - - (2,825)
Issue of shares 8 - - 2,500 - - - - 2,508
Share issue costs - - - (57) - - - - (57)
At 31 March 2023 117 4 50,483 - - 93 4,127 (4,289) 50,535
* A transfer of GBP454,000 (2022: GBP1,803,000) representing
previously recognised realised gains and losses on disposal of
investments during the period has been made between the Revaluation
Reserve and the Capital reserve - realised. A transfer of
GBP2,540,000 (2022: GBP5,159,000) representing the total of:
realised losses on the disposal of investments, cumulative realised
losses on permanent fair value change, capital expenses and capital
dividends in the period, has been made between the Capital Reserve
- realised and the Special reserve.
Cash Flow Statement for the year ended 31 March 2023
Unaudited non-statutory analysis Audited
DSO
Ventures Healthcare D DP67
Share Share AIM Share Share Share
pool pool Pool pool pool Company
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash flows from operating activities
(Loss)/return on ordinary activities
before taxation (3,173) (4,290) 36 (8) (221) (7,656)
Losses/(gains) on investments 2,401 3,857 (93) 27 115 6,307
(Decrease)/increase in creditors 240 (89) (2) (7) 107 249
Decrease in debtors 876 178 602 40 111 1,807
Net cash inflow/(outflow) from
operating activities 344 (344) 543 52 112 707
Cash flow from investing activities
Purchase of investments (5,088) (1,554) (1,800) - - (8,442)
Proceeds from disposal of investments 6,188 1,287 - - 644 8,119
Net cash inflow/(outflow) from
investing activities 1,100 (267) (1,800) - 644 (323)
Net cash inflow/(outflow) before
financing 1,444 (611) (1,257) 52 756 384
Cash flows from financing activities
Repurchase of shares (2,066) (759) - - - (2,825)
Issue of share capital 1,277 553 678 - - 2,508
Cost of issue of share capital (28) (12) (17) (57)
Funds held in respect of shares
not yet allotted (2) (5) - - - (7)
Equity dividends paid (1,516) (789) - - - (2,305)
Net cash (outflow)/inflow from
financing activities (2,335) (1,012) 661 - - (2,686)
Net change in cash (891) (1,623) (596) 52 756 (2,302)
Cash and cash equivalents at
start of the year 4,321 2,483 1,446 124 10 8,384
Cash and cash equivalents at
end of the year 3,430 860 850 176 766 6,082
Cash and cash equivalents comprise
Cash at bank and in hand 3,430 860 850 176 766 6,082
Total cash and cash equivalents 3,430 860 850 176 766 6,082
Cash Flow Statement for the year ended 31 March 2022
Unaudited non-statutory analysis Audited
DSO
Ventures Healthcare D DP67
Share Share AIM Share Share Share
pool pool Pool pool pool Company
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash flows from operating activities
(Loss)/return on ordinary activities
before taxation 1,836 3,663 (6) (3) 934 6,424
(Gains)/losses on investments (2,641) (4,172) - (19) 233 (6,599)
Increase in creditors 253 211 21 3 50 538
Increase in debtors (1,337) (379) (604) (32) (1,217) (3,569)
Net cash outflow from operating
activities (1,889) (677) (589) (51) - (3,206)
Cash flow from investing activities
Purchase of investments (2,070) (4,764) - - - (6,834)
Proceeds from disposal of investments 2,085 2,529 - 421 - 5,035
Net cash inflow/(outflow) from
investing activities 15 (2,235) - 421 - (1,799)
Net cash inflow/(outflow) before
financing (1,874) (2,912) (589) 370 - (5,005)
Cash flows from financing activities
Repurchase of shares (58) (137) - - - (195)
Issue of share capital 4,775 2,658 2,079 - - 9,512
Cost of issue of share capital (122) (61) (44) - - (227)
Funds held in respect of shares
not yet allotted (220) (14) - - - (234)
Equity dividends paid (1,321) (542) - (590) - (2,453)
Net cash (outflow)/inflow from
financing activities 3,054 1,904 2,035 (590) - 6,403
Net change in cash 1,180 (1,008) 1,446 (220) - 1,398
Cash and cash equivalents at
start of the year 3,141 3,491 - 344 10 6,986
Cash and cash equivalents at
end of the year 4,321 2,483 1,446 124 10 8,384
Cash and cash equivalents comprise
Cash at bank and in hand 4,321 2,483 1,446 124 10 8,384
Total cash and cash equivalents 4,321 2,483 1,446 124 10 8,384
Notes
1. General information
Downing FOUR VCT plc ("the Company") is a venture capital trust
established under the legislation introduced in the Finance Act
1995 and is domiciled in the United Kingdom and incorporated in
England and Wales, and its registered office is St. Magnus House, 3
Lower Thames Street, London EC3R 6HD.
2. Accounting policies
Basis of accounting
The Company has prepared its financial statements in accordance
with the Financial Reporting Standard 102 ("FRS 102") and in
accordance with the Statement of Recommended Practice "Financial
Statements of Investment Trust Companies and Venture Capital
Trusts" revised July 2022 ("SORP").
The financial statements are presented in pounds sterling and
rounded to thousands. The Company's functional and presentational
currency is pounds sterling.
Going concern
The Directors have made an assessment of the company's ability
to continue as a going concern and are satisfied that the company
has the resources to continue in business for the foreseeable
future, being a period of 12 months from the date these Financial
Statements were approved. Furthermore, the Directors are not aware
of any material uncertainties that may cast significant doubt upon
the Company's ability to continue as a going concern, having taken
into account the liquidity of the Company's investment portfolio
and the Company's financial position in respect of its cash flows
and investment commitments. Therefore, the Financial Statements
have been prepared on the going concern basis.
Presentation of Income Statement
In order to better reflect the activities of a Venture Capital
Trust, and in accordance with the SORP, supplementary information
which analyses the Income Statement between items of a revenue and
capital nature has been presented alongside the Income Statement.
The revenue return is the measure the Directors believe appropriate
in assessing the Company's compliance with certain requirements set
out in Part 6 of the Income Tax Act 2007.
Reportable segments
The Company has one reportable segment as the sole activity of
the Company is to operate as a VCT and all of the Company's
resources are allocated to this activity.
Investments
All investments are designated as "fair value through profit or
loss" assets due to investments being managed and performance
evaluated on a fair value basis. A financial asset is designated
within this category if it is both acquired and managed on a fair
value basis, with a view to selling after a period of time, in
accordance with the Company's documented investment policy.
It is possible to determine the fair values within a reasonable
range of estimates. The fair value of an investment upon
acquisition is deemed to be cost. Thereafter investments are
measured at fair value in accordance with FRS 102 sections 11 and
12, together with the International Private Equity and Venture
Capital Valuation Guidelines ("IPEV").
Liquidity investments are measured using bid prices.
For unquoted investments, fair value is established by using the
IPEV guidelines. The valuation methodologies for unquoted entities
used by the IPEV to ascertain the fair value of an investment are
as follows:
-- Calibration to price of recent investment;
-- Multiples;
-- Net assets;
-- Discounted cash flows or earnings (of underlying business);
-- Discounted cash flows (from the investment); and
-- Industry valuation benchmarks.
The methodology applied takes account of the nature, facts and
circumstances of the individual investment and uses reasonable
data, market inputs, assumptions and estimates in order to
ascertain fair value.
Gains and losses arising from changes in fair value are included
in the Income Statement for the year as a capital item and
transaction costs on acquisition or disposal of the investment are
expensed. Where an investee company has gone into receivership,
liquidation or administration (where there is little likelihood of
recovery), the loss on the investment, although not physically
disposed of, is treated as being realised.
It is not the Company's policy to exercise significant influence
or joint control over investee companies. Therefore, the results of
these companies are not incorporated into the Income Statement
except to the extent of any income accrued. This is in accordance
with FRS 102 sections 14 and 15 and the SORP, which do not require
portfolio investments to be accounted for using the equity method
of accounting.
Calibration to price of recent investment requires a level of
judgment to be applied in assessing and reviewing any additional
information available since the last investment date. The manager
considers a range of factors in order to determine if there is any
indication of decline in value or evidence of increase in value
since the recent investment date. If no such indications are noted,
the price of the recent investment will be used as the fair value
for the investment.
Examples of signals which could indicate a movement in value
are: -
-- Changes in results against budget or in expectations of achievement of
technical milestones (patents/testing/regulatory approvals);
-- Significant changes in the market of the products or in the economic
environment in which it operates;
-- Significant changes in the performance of comparable companies;
-- Internal matters such as fraud, litigation or management structure.
In respect of disclosures required by the SORP for the ten
largest investments held by the Company, the most recent publicly
available accounts information, either as filed at Companies House,
or announced to the London Stock Exchange, is disclosed. In the
case of unlisted investments, this may be abbreviated information
only.
Judgements in applying accounting policies and key sources of
estimation uncertainty
The key estimate in the financial statements is the
determination of the fair value of the unquoted investments by the
Directors as it impacts the valuation of the unquoted investments
at the balance sheet date.
Of the Company's assets measured at fair value, it is possible
to determine their fair values within a reasonable range of
estimates.
A price sensitivity analysis of the unquoted investments is
provided within the Annual Report, under Investment price risk.
Income
Dividend income from investments is recognised when the
Shareholders' rights to receive payment have been established,
normally the ex-dividend date.
Interest income is accrued on a time apportioned basis, by
reference to the principal sum outstanding and at the effective
rate applicable, and only where there is reasonable certainty of
collection in the foreseeable future.
Distributions from investments in limited liability partnerships
("LLPs") are recognised as they are paid to the Company. Where such
items are considered capital in nature they are recognised as
capital income.
Arrangement fee rebates received from the Investment Manager are
treated as capital income following the date of investment.
Where previously accrued income is considered unrecoverable, a
corresponding bad debt expense is recognised.
Expenses
All expenses are accounted for on an accruals basis, and are
stated inclusive of any VAT charged. In respect of the analysis
between revenue and capital items presented within the Income
Statement, all expenses have been presented as revenue items except
as follows:
-- Expenses which are incidental to the acquisition of an investment are
deducted from the Capital Account;
-- Expenses which are incidental to the disposal of an investment are
deducted from the disposal proceeds of the investment;
-- Expenses are split and presented partly as capital items where a
connection with the maintenance or enhancement of the value of the
investments held can be demonstrated. Investment management fees are
allocated 50% to revenue and 50% to capital, in order to reflect the
Directors' expected long-term view of the nature of the investment
returns of the Company.
Expenses and liabilities not specific to a share class are
generally allocated pro rata to the Net Asset Values of each share
class.
Taxation
The tax effects on different items in the Income Statement are
allocated between capital and revenue on the same basis as the
particular item to which they relate, using the Company's effective
rate of tax for the accounting period.
Due to the Company's status as a Venture Capital Trust, and the
continued intention to meet the conditions required to comply with
Part 6 of the Income Tax Act 2007, no provision for taxation is
required in respect of any realised or unrealised appreciation of
the Company's investments which arises.
Deferred taxation, which is not discounted, is provided in full
on timing differences that result in an obligation at the balance
sheet date to pay more tax, or a right to pay less tax, at a future
date, at rates expected to apply when they crystallise, based on
current tax rates and law. Timing differences arise from the
inclusion of items of income and expenditure in taxation
computations in periods different from those in which they are
included in the accounts.
Other debtors and other creditors
Other debtors (including accrued income) and other creditors are
included within the accounts at amortised cost.
Issue costs
Issue costs in relation to the shares issued for each share
class have been deducted from the share premium account, special
reserve or revenue reserve, as applicable, for the relevant share
class.
Performance Incentive
Amounts payable in respect of Performance Incentive arrangements
are recorded at such time that an obligation has been established.
In respect of the DSO D Share, pool, should a Performance Incentive
become payable it will be recorded as an expense item through the
Income Statement. Performance Incentives in respect of all other
Share classes are paid by way of dividends and will therefore be
recognised in accordance with the dividend accounting policy. There
is no Performance Incentive in place for the AIM Share class.
Dividends
Dividends payable are recognised as distributions in the
financial statements when the Company's liability to make payment
has been established, typically once declared by the Board or
approved by Shareholders at the AGM.
Funds held in respect of shares not yet allotted
Cash received in respect of applications for new shares that
have not yet been allotted is shown as "Funds held in respect of
shares not yet allotted" and recorded on the Balance Sheet.
3. Basic and diluted return per share
Weighted
Average Basic and
number Total diluted
of shares Revenue Capital Comprehensive (loss)/
in return/ (loss)/ (loss)/ return
issue* (loss) gain income per share
GBP'000 GBP'000 GBP'000 Pence
Return per share is calculated
on the following:
Year ended 31 March 2023
Ventures Shares 48,923,338 (494) (2,679) (3,173) (6.5p)
Healthcare Shares 20,046,893 (272) (4,018) (4,290) (21.4p)
AIM Shares 916,744 (39) 75 36 3.9p
DSO D Shares 7,867,247 20 (28) (8) (0.1p)
DP67 Shares 11,192,136 (92) (129) (221) (2.0p)
Year ended 31 March 2022
Ventures Shares 48,629,971 (491) 2,327 1,836 3.8p
Healthcare Shares 20,007,047 (314) 3,977 3,663 18.3p
AIM Shares 283,425 (4) (2) (6) (2.3p)
DSO D Shares 7,867,247 (16) 13 (3) 0.0p
DP67 Shares 11,192,136 1,181 (247) 934 8.3p
*Excluding Management Shares
As the Company has not issued any convertible securities or
share options, there is no dilutive effect on the return per DSO D
Share, DP67 Share, Ventures Share, Healthcare Share or AIM Share.
The return per share disclosed therefore represents both the basic
and diluted return per share for all classes of share.
4. Basic and diluted Net Asset Value per share
2023 2022
Shares in issue Net Asset Value Net Asset Value
Pence Pence
per per
2023 2022 share GBP'000 share GBP'000
Ventures Shares 66,852,564* 65,328,545* 59.4 31,383 68.2 36,889
Healthcare Shares 27,544,877* 26,811,908* 61.6 13,449 84.4 18,746
AIM Shares 2,695,803 2,034,990 101.1 2,726 99.9 2,029
DSO D Shares 7,867,247 7,867,247 2.6 200 2.6 208
DP67 Shares 11,192,136 11,192,136 24.8 2,777 26.8 2,998
Funds held in respect
of shares not yet
allotted - 6
Net assets per Balance
Sheet 50,535 60,876
* includes 13,976,149 (2022: 11,216,391) Management Shares and
5,712,064 (2022: 4,605,472) Healthcare Management Shares, which
have not been included in the calculation of Net Asset Value per
share as the right to distributions on the Management Shares is
waived until certain performance hurdles have been met.
The Directors allocate the assets and liabilities of the Company
between the DSO D Shares, DP67 Shares, Ventures Shares, Healthcare
Shares and AIM Shares such that each share class has sufficient net
assets to represent its dividend and return of capital rights.
As the Company has not issued any convertible shares or share
options, there is no dilutive effect on the Net Asset Value per DSO
D Share, per DP67 Share, per Ventures Share, per Healthcare Share
or per AIM Share. The Net Asset Value per share disclosed therefore
represents both the basic and diluted Net Asset Value per DSO D
Share, per DP67 Share, per Ventures Share, per Healthcare Share and
per AIM Share.
5. Principal Risks
The Company's investment activities expose the Company to a
number of risks associated with financial instruments and the
sectors in which the Company invests. The principal financial risks
arising from the Company's operations are:
-- Market risks;
-- Credit risk; and
-- Liquidity risk.
The Board regularly reviews these risks and the policies in
place for managing them. There have been no significant changes to
the nature of the risks that the Company is exposed to over the
year and there have also been no significant changes to the
policies for managing those risks during the year.
The risk management policies used by the Company in respect of
the principal financial risks and a review of the financial
instruments held at the year-end are provided below:
Market risks
As a VCT, the Company is exposed to investment risks in the form
of potential losses and gains that may arise on the investments it
holds, in accordance with its investment policy. The management of
these market risks is a fundamental part of investment activities
undertaken by the Investment Manager and is overseen by the Board.
The Manager monitors investments through regular contact with the
management of investee companies, regular review of management
accounts and other financial information and attendance at investee
company board meetings. This enables the Manager to manage the
investment risk in respect of individual investments. Investment
risk is also mitigated by holding a diversified portfolio spread
across various business sectors and asset classes.
The key market risks to which the Company is exposed are:
-- Investment price risk;
-- Foreign exchange risk; and
-- Interest rate risk.
The Company has undertaken sensitivity analysis on its financial
instruments, split into the relevant component parts, taking into
consideration the economic climate at the time of review in order
to ascertain the appropriate risk allocation.
Investment price risk
Investment price risk arises from uncertainty about the future
prices and valuations of financial instruments held in accordance
with the Company's investment objectives. It represents the
potential loss that the Company might suffer through market price
movements in respect of quoted investments, and also changes in the
fair value of unquoted investments that it holds.
Foreign exchange risk
The Company has exposure to fluctuations in the prevailing
market rates of exchange between the US Dollar ("USD") and the
British Pound ("GBP"), as a result of holding investments in
companies which use USD as their functional and reporting currency.
The valuations of such investments are first performed in USD and
subsequently converted to the equivalent GBP values at each
reporting date. As at 31 March 2023, cumulative unrealised foreign
exchange gains of GBP321,000 (2022: cumulative loss GBP171,000) had
been recognised in the Income Statement, representing the movements
in the USD:GBP exchange rates between the date of each relevant
investment and the reporting date. The Board continues to review
the exposure to fluctuations in foreign currencies but has not
sought to mitigate the exposure at this time. The Company does
however have relationships with foreign exchange service providers
and will seek to reduce the impact of foreign exchange fluctuations
on future cash flows as they arise.
Interest rate risk
The Company accepts exposure to interest rate risk on
floating-rate financial assets through the effect of changes in
prevailing interest rates. The Company receives interest on its
cash deposits at a rate agreed with its bankers. Investments in
loan notes attract interest, predominately at fixed rates. A
summary of the interest rate profile of the Company's investments
is shown below.
There are three categories in respect of interest, which are
attributable to the financial instruments held by the Company as
follows:
-- "Fixed rate" assets represent investments with predetermined yield
targets and comprise certain loan note investments and preference shares;
-- "Floating rate" assets predominantly bear interest at rates linked to
Bank of England base rate or LIBOR and comprise cash at bank; and
-- "No interest rate" assets do not attract interest and comprise equity
investments, certain loan note investments, Liquidity investments, loans
and receivables (excluding cash at bank) and other financial liabilities.
The Company monitors the level of income received from fixed and
floating rate assets and, if appropriate, may make adjustments to
the allocation between the categories, in particular, if this
should be required to ensure compliance with the VCT
regulations.
During the period the Bank of England base rate has increased
from 0.75% per annum to 4.25% per annum at the period end (from
0.10% to 0.75% in the prior year). Following the period end, in May
2023, the rate increased further, to 5.00% per annum. Any potential
change in the base rate, at the current level, would have an
immaterial impact on the net assets and Total Return of the
Company.
Credit risk
Credit risk is the risk that a counterparty to a financial
instrument is unable to discharge a commitment to the Company made
under that instrument. The Company is exposed to credit risk
through its holdings of loan notes in investee companies, cash
deposits and debtors. Credit risk relating to holdings of loan
notes in investee companies is considered to be part of market
risk.
The Company's financial assets that are exposed to credit risk
are summarised as follows:
The Manager manages credit risk in respect of loan notes with a
similar approach as described under investment price risk. The
management of credit risk, associated interest, dividends and other
receivables is covered within the investment management
procedures.
Cash is mainly held with Royal Bank of Scotland plc, an A-rated
financial institution. Consequently, the Directors consider that
the credit risk associated with cash deposits is low.
There have been limited changes in fair value during the year
that are directly attributable to changes in credit risk.
Liquidity risk
Liquidity risk is the risk that the Company encounters
difficulties in meeting obligations associated with its financial
liabilities. Liquidity risk may also arise from either the
inability to sell financial instruments at their fair values when
required, or from the inability to generate cash inflows as
required.
The Company has a relatively low level of creditors, being
GBP1.2 million (2022: GBP965,000), all of which are payable within
one year. The Company has no borrowings, and accordingly the Board
believes that the Company's exposure to liquidity risk is low.
Also, the quoted investments held by the Company are considered to
be readily realisable. The Company always holds sufficient levels
of funds as cash and readily realisable investments in order to
meet expenses and other cash outflows as they arise. For these
reasons, the Board believes that the Company's exposure to
liquidity risk is minimal. The Company's liquidity risk is managed
by the Investment Manager in line with guidance agreed with the
Board and is reviewed by the Board at regular intervals.
6. Controlling party and related party transactions
In the opinion of the Directors, there is no immediate or
ultimate controlling party.
Fees payable during the year to the Directors and their interest
in shares of the Company are disclosed within the Directors'
Remuneration Report and in the Report of the Directors. There were
no amounts outstanding and due to the Directors as at 31 March 2023
(2022: nil).
Further related party transactions include Investment Management
and Administration fees payable to Foresight Group LLP and Downing
LLP.
In addition, Downing LLP was also paid promoter fees in
connection with the offers for subscription which were open during
the year. The total paid to Downing LLP during the year ended 31
March 2023 was GBP39,000 (2022: GBP149,000).
The Company also has an agreement to pay an ongoing trail fee
annually to the Investment Manager, in connection with applicable
proceeds raised under previous offers for subscription, out of
which there is an obligation to pay trail commission to
intermediaries. The total trail fee payable in respect of the year
ended 31 March 2023 was GBP21,000, all of which was unpaid as at 31
March 2023 (2022; GBP24,000).
7. Events after the end of the reporting period
In the period between 31 March 2023 and the date of this report,
the Company issued the following shares:
-- 360,443 Ventures Shares, at an average price of 66.00p per share; and
-- 1,722,102 Healthcare Shares, at an average price of 68.27p per share.
At today's date, there were 67,213,007 Ventures Shares,
29,266,979 Healthcare Shares and 2,695,803 AIM Shares in issue,
including Management Shares.
ANNOUNCEMENT BASED ON AUDITED ACCOUNTS
The financial information set out in this announcement does not
constitute the Company's statutory financial statements in
accordance with section 434 Companies Act 2006 for the year ended
31 March 2023 but has been extracted from the statutory financial
statements for the year ended 31 March 2023 which were approved by
the Board of Directors on 31 July 2023 and will be delivered to the
Registrar of Companies. The Independent Auditor's Report on those
financial statements was unqualified and did not contain any
emphasis of matter nor statements under s 498(2) and (3) of the
Companies Act 2006.
The statutory accounts for the year ended 31 March 2022 have
been delivered to the Registrar of Companies and received an
Independent Auditors report which was unqualified and did not
contain any emphasis of matter nor statements under s 498(2) and
(3) of the Companies Act 2006.
A copy of the full annual report and financial statements for
the year ended 31 March 2023 will be printed and posted to
shareholders shortly. Copies will also be available to the public
at the registered office of the Company at St. Magnus House, 3
Lower Thames Street, London EC3R 6HD and will be available for
download from www.foresightgroup.eu.
(END) Dow Jones Newswires
July 31, 2023 10:14 ET (14:14 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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