TIDMSURE
RNS Number : 2780W
Sure Ventures PLC
31 July 2018
SURE VENTURES PLC / ISIN: GB00BYWYZ460 / Ticker: SURE / Market:
SFS / Sector: Investment
31 July 2018
Sure Ventures plc ('Sure Ventures' or 'the Company')
Final Results
Sure Ventures plc, a venture capital fund which invests in early
stage software companies in the rapidly growing financial
technology ('fintech'), augmented reality ('AR'), virtual reality
('VR'), and Internet of Things ('IoT') sectors, is pleased to
announce its results for the period between 21 June 2017 to 31
March 2018. The Company's annual report and audited financial
statements will be posted to shareholders shortly and will be made
available on the Company's website www.sureventuresplc.com.
Overview
-- Listed in January 2018 having raised GBP3.3 million
-- Strategy to target capital growth by investing in early stage
technology companies in the fintech, AR/VR and IoT sectors, with a
focus on software-centric businesses
-- 4.5 million commitment to Suir Valley Ventures Fund at a
price of EUR100 cents - the last recorded dealing NAV as at March
2018 was recorded at EUR124 cents per share
-- Suir Valley Ventures Fund has five initial investments across
target sectors including recently listed VR Education plc
-- Post period end, direct investment in Immotion Plc, which
subsequently listed on AIM resulting with a current 114% uplift in
the value of Sure Ventures holding
Chairman's Statement
Sure Ventures listed in January this year having raised GBP3.3
million. The Company's performance has been in line with
expectations. By targeting fintech, AR, VR and IoT, the Company
provides investors access to early stage opportunities in fast
growing areas that the board believes will increasingly play key
roles in our everyday lives.
Sure Ventures has made a EUR4.5 million commitment to Suir
Valley Ventures Fund at a price of EUR100 cents. The last recorded
dealing NAV as at March 2018 was recorded at EUR124 cents per
share. This gain was largely down to the successful flotation and
valuation uplift in VR Education plc (VRE.L), one of its portfolio
companies that listed on AIM at 10p per share on 12 March 2018. The
share price of VR Education at the close of business on 30 July
2018 was 18.6 pence per share. The Suir Valley Ventures Fund has
now made five investments in the AR, VR, fintech and IoT sectors.
The Company believes that investment opportunities in its chosen
sectors will continue to strengthen.
Post period end, in April 2018 Sure Ventures invested GBP500,000
directly into Immotion Plc, a UK-based company focused on becoming
a leading participant in the 'Out of Home' VR experience market by
creating and publishing high quality VR content and combining it
with its VR motion platforms to create truly immersive experiences.
Immotion (IMMO) listed on AIM on 12 July 2018 at 10 pence per
share. The share price of Immotion at the close of business on 30
July 2018 was 13.5 pence per share at which price Sure Ventures'
holding in Immotion was valued at circa GBP 1.1 million
On 2 July 2018 Sure Ventures announced the issue of GBP200,000
of new ordinary shares.
We are pleased with the progress made by the Company to date
following its listing in January 2018 and with the performance of
the investments made by Sure Ventures and Suir Valley Ventures
Fund, both of which are managed by Shard Capital AIFM LLP. We
believe that Sure Ventures offers investors an exciting opportunity
to gain exposure to early stage companies in our target sectors:
fintech, AR, VR and IoT. We look forward to updating the market and
our shareholders on our investment performance and progress on an
ongoing basis.
Finally, I would like to thank all the team for their hard work
and shareholders for their support. I look forward to communicating
regularly as our current investee companies build their businesses
and we identify further investment opportunities.
Sean Nicolson
Chairman
31 July 2018
Statement of Comprehensive Income
For the period from 21 June 2017 (date of incorporation) to 31
March 2018
Notes Revenue Capital Total
GBP GBP GBP
Income
Other net changes in fair value
on financial assets at fair
value through profit or loss 4 - 44,980 44,980
Total net income - 44,980 44,980
Expenses
Management fee 5 (1,155) (3,611) (4,766)
Custodian, secretarial and administration
fees (19,850) - (19,850)
Other expenses 6 (230,282) - (230,282)
Total operating expenses (251,287) (3,611) (254,898)
(Loss) / Profit before Taxation
and after finance costs (251,287) 41,369 (209,918)
Taxation 7 - - -
(Loss) / Profit after taxation (251,287) 41,369 (209,918)
Earnings per share 8 (7.59)p 1.25p (6.34)p
The total column of this statement represents the Statement of
comprehensive income prepared in accordance with International
Financial Reporting Standards ("IFRS") as adopted by the European
Union. The supplementary revenue return and capital return columns
are both prepared under guidance issued by the Association of
Investment Companies. All items in the above statement derive from
continuing operations.
No operations were acquired or discontinued during the
period.
The Company does not have any income or expense that is not
included in net profit for the period. Accordingly, the net profit
for the period is also the Total Comprehensive Income for the
period, as defined in IAS1 (revised).
Statement of Financial Position
As at 31 March 2018
Notes 31 March 2018
GBP
Non-current assets
Investments held at fair value
through profit or loss 9 739,258
739,258
Current assets
Receivables 10 689,713
Cash and cash equivalents 1,663,505
2,353,218
Total assets 3,092,476
Current liabilities
Management fee payable 11 (4,766)
Other payables 11 (38,550)
(43,316)
Total assets less current liabilities 3,049,160
Total net assets 3,049,160
Shareholders' funds
Ordinary share capital 12 33,100
Share premium 12 3,225,978
Revenue reserves (251,287)
Capital reserves 41,369
Total shareholders' funds 3,049,160
Net asset value per share 13 92.12p
Statement of Changes in Equity
For the period from 21 June 2017 (date of incorporation) to 31
March 2018
Ordinary Share Revenue Capital Total Total
Share Premium Reserves Reserves Reserves Equity
Capital GBP GBP GBP GBP GBP
GBP
Balance at 21 - - - - - -
June 2017
Ordinary shares
issued 33,100 3,276,900 - - - 3,310,000
Ordinary shares
issue costs - (50,922) - - - (50,922)
(Loss) / Profit
after taxation - - (251,287) 41,369 (209,918) (209,918)
Dividends paid - - - - - -
in the period
Balance at 31
March 2018 33,100 3,225,978 (251,287) 41,369 (209,918) 3,049,160
As at 31 March 2018 the Company had distributable reserves of
GBPnil for the payment of future dividends. The distributable
reserves are the revenue reserves GBPnil, realised capital reserves
(GBPnil) and the special distributable reserves (GBPnil).
Statement of Cash Flows
For the period from 21 June 2017 (date of incorporation) to 31
March 2018
Notes 31 March 2018
GBP
Cash flows from operating activities:
(Loss) after taxation (209,918)
Adjustments for:
Increase in payables 11 43,316
Unrealised (loss) on foreign exchange 9 6,875
Net changes in fair value on financial
assets at fair value through profit
or loss 9 (51,855)
Net cash inflow from operating activities (211,582)
Cash flows from investing activities:
Purchase of investments 9 (694,278)
Net cash (outflow) from investing
activities (694,278)
Cash flows from financing activities:
Proceeds from issue of ordinary
shares 2,620,287
Share issue costs (50,922)
Net cash inflow from financing activities 2,569,365
Net change in cash and cash equivalents 1,663,505
Cash and cash equivalents at the -
beginning of the period
Net cash and cash equivalents 1,663,505
Notes to the Financial Statements
1) Principal Accounting Policies
Basis of accounting
The financial statements of Sure Ventures plc (the "Company")
have been prepared in accordance with International Financial
Reporting Standards (IFRS) and IFRIC interpretations (IFRS IC) as
adopted by the European Union and the Companies Act 2006 applicable
to companies reporting under IFRS.
The principal accounting policies adopted by the Company are set
out below. Where presentational guidance set out in the Statement
of Recommended Practice ('SORP') for investment trusts issued by
the Association of Investment Companies ('AIC') in January 2017 is
consistent with the requirements of IFRS, the directors have sought
to prepare the financial statements on a basis compliant with the
recommendations of the SORP.
All values are rounded to the nearest pound unless otherwise
indicated.
Foreign Currency
The presentation currency of the Company is pounds sterling, the
financial statements are prepared in this currency in accordance
with the Company's prospectus. The Company is required to nominate
a functional currency, being the currency in which the Company
predominantly operates. The board has determined that determined
that sterling is the Company's functional currency.
Transactions involving foreign currencies would be converted at
the exchange rate ruling at the date of the transaction. Foreign
currency monetary assets and liabilities would be translated into
pounds sterling at the exchange rate ruling on the year-end date.
Foreign exchange differences arising on translation would be
recognised in the Statement of Comprehensive Income.
Foreign exchange gains and losses relating to the financial
assets and liabilities carried at fair value through profit or loss
are presented in the statement of comprehensive income within
'other net changes in fair value on financial assets and financial
liabilities at fair value through profit or loss'.
Presentation of Statement of comprehensive income
In order to better to reflect the activities of an investment
trust company and in accordance with guidance issued by the AIC,
supplementary information which analyses the Statement of
comprehensive income between items of a revenue and capital nature
has been presented alongside the Statement of comprehensive
income.
Income
Dividend income from investments is recognised when the
Company's right to receive payment has been established, normally
the ex-dividend date.
Interest income in profit or loss in the Statement of
Comprehensive Income includes bank interest. Interest income is
recognised on an accruals basis.
Capital income, all changes in fair value are recognised in
profit or loss in the Statement of Comprehensive Income as net gain
on investment at fair value through profit or loss.
Expenses
All expenses are accounted for on the accruals basis. In respect
of the analysis between revenue and capital items presented within
the Statement of Comprehensive Income, all expenses have been
presented as revenue items except as follows:
-- Transaction costs which are incurred on the purchases or
sales of investments designated as fair value through profit or
loss are expensed to capital in the Statement of comprehensive
income.
-- 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 and, accordingly, the
management fee for the financial period has been allocated 24.24%
to revenue and 75.76% to capital (Investment held at fair value
through profit or loss to the net asset value of the Company), in
order to reflect the directors' long term view of the nature of the
expected investment returns of the Company.
Capital Reserves Unrealised
Increases and decreases in the valuation of investments and
realised/unrealised foreign exchange gain/(loss) held at the
year-end are accounted for in the capital reserves unrealised.
Taxation
In line with the recommendations of the SORP, the allocation
method used to calculate tax relief on expenses presented against
capital returns in the supplementary information in the Statement
of comprehensive income is the 'marginal basis'. Under this basis,
if taxable income is capable of being entirely offset by expenses
in the revenue column of the statement of comprehensive income,
then no tax relief is transferred to the capital return column.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit and is accounted for using the
Statement of Financial Position liability method. Deferred tax
liabilities are recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the revenue return
column of the Statement of comprehensive income, except when it
relates to items charged or credited directly to equity, in which
case the deferred tax is also dealt with in equity.
Investment trusts which have approval under Part 24, Chapter 4
of the Corporation Tax Act 2010 are not liable for taxation on
capital gains.
Financial instruments
Financial assets and financial liabilities are recognised in the
Statement of Financial Position when the Company becomes a party to
the contractual provisions of the instrument. The Company shall
offset financial assets and financial liabilities if it has a
legally enforceable right to set off the recognised amounts and
interests and intends to settle on a net basis. Financial assets
and liabilities are derecognised when the Company settles its
obligations relating to the instrument.
Classification
Under IAS 39 the Company can classify its financial assets into
the following measurement categories: (i) financial assets held at
fair value through profit or loss ("FVPL"); (ii) loans and
receivables; and (iii) available for sale. Financial liabilities
can be classified as either held at fair value through profit or
loss, or at amortised cost using the effective interest rate
method.
Financial assets and liabilities are classified at initial
recognition.
Financial assets and liabilities held at fair value through
profit or loss.
A financial asset or liability is classified as trading if
acquired principally for the purpose of selling in the short-term,
this does not apply to the Company.
Financial assets and liabilities may be designated at fair value
through profit or loss when:
-- the designation eliminates or significantly reduces a
measurement or recognition inconsistency that would otherwise arise
from measuring assets or liabilities on a different basis;
-- a group of financial assets and/or liabilities is managed and
its performance evaluated on a fair value basis; or
-- the assets or liabilities include embedded derivatives and
such derivatives are required to be recognised separately.
Financial assets and liabilities held at fair value through
profit or loss are subsequently carried at fair value, with gains
and losses arising from changes in fair value taken directly to the
income statement.
Loans and receivables
Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market and it is expected that substantially all of the initial
investment will be recovered, other than because of credit
deterioration. Loans and receivables are subsequently carried at
amortised cost using the effective interest method and recorded net
of provisions for impairment losses.
Derecognition
Financial assets are derecognised when the rights to receive
cash flows from the financial assets have expired or where the
group has transferred substantially all risks and rewards of
ownership. If substantially all the risks and rewards have been
neither retained nor transferred and the group has retained
control, the assets continue to be recognised to the extent of the
group's continuing involvement. Financial liabilities are
derecognised when they are extinguished.
Investments
All investments held by the Company have been designated at fair
value through profit or loss ('FVPL') but are also described in
these financial statements as investments held at fair value, and
are valued in accordance with the International Private Equity and
Venture Capital Valuation Guidelines ('IPEVCV') effective 1 January
2016 as recommended by the British Private Equity and Venture
Capital Association.
Purchases and sales of unlisted investments are recognised when
the contract for acquisition or sale becomes unconditional.
Receivables
Receivables do not carry any interest and are short term in
nature. They are initially stated at their nominal value and
reduced by appropriate allowances for estimated irrecoverable
amounts (if any).
Cash and cash equivalents
Cash and cash equivalents (which are presented as a single class
of asset on the Statement of Financial Position) comprise cash at
bank and in hand and deposits with an original maturity of three
months or less. The carrying value of these assets approximates
their fair value.
Payables
Payables are non-interest bearing.
Dividends
Interim dividends are recognised in the year in which they are
paid. Final dividends are recognised when they have been approved
by shareholders.
Adoption of New and Revised Standards
The International Accounting Standards Board has issued the
following standards, which are relevant to the Company's reporting
but which have not yet been applied and have an effective date
after the date of these financial statements:
IFRS 9 Financial Instruments
IFRS 9 "Financial Instruments", brings together the
classification and measurement, impairment and hedge accounting
phases of the International Accounting Standards Board's ("IASB")
project to replace IAS 39, and is effective for annual periods
beginning on or after 1 January 2018. The key elements of the
standard are as follows:
-- Classification and measurement - IFRS 9 applies one
classification approach for all types of financial assets. Two
criteria are used to determine how financial assets should be
classified and measured: (a) the entity's business model (i.e. how
an entity manages its financial assets in order to generate cash
flows by collecting contractual cash flows, selling financial
assets or both); and (b) the contractual cash flow characteristics
of the financial asset (i.e. whether the contractual cash flows are
solely payments of principal and interest).
-- Impairment - the incurred loss model under IAS 39 is replaced
with a new expected loss model. Impairment provisions are driven by
changes in credit risk of instruments, with a provision for
lifetime expected credit losses recognised where the risk of
default of an instrument has increased significantly since initial
recognition. Risk of default and expected credit losses must
incorporate forward-looking and macroeconomic information. Expected
credit loss models will require more data and assumptions with
impairment provisions potentially becoming more volatile.
-- Hedge accounting - the new requirements align hedge
accounting more closely with risk management. The revised standard
also establishes a more principles-based approach to hedge
accounting.
The Company is currently working on its ability to:
-- review the classification and measurement of financial
instruments under the requirements of IFRS 9;
-- develop and validate a set of IFRS 9 models for calculating
expected credit losses on the Company's loan portfolios; and
-- implement internal governance processes which are appropriate for IFRS 9.
The directors do not anticipate that the adoption of this
standard and interpretations will have a material impact on the
financial statements in the period of initial application.
IFRS 15 Revenue from Contracts with Customers
The directors do not anticipate that the adoption of this
standard and interpretations will have a material impact on the
financial statements in the period of initial application.
IFRS 16 Leases
The directors do not anticipate that the adoption of this
standard and interpretations will have a material impact on the
financial statements in the period of initial application.
Other future developments include the International Accounting
Standards Board ('IASB') undertaking a comprehensive review of
existing IFRSs. The Company will consider the financial impact of
these new standards as they are finalised.
New Standards, Amendments and Interpretations
Standards, amendments and interpretations to existing standards
that become effective in future accounting periods and have not
been adopted by the Company are as follows:
IFRS Effective for annual periods beginning on or after
IFRS 9 - Financial Instruments 1 January 2018
IFRS 15 - Revenue from Contracts with Customers 1 January 2018
IFRS 16 - Leases 1 January 2019
The directors do not anticipate that the adoption of these
standards and interpretations will have a material impact on the
financial statements in the period of initial application.
CAPITAL STRUCTURE
Share Capital
Ordinary shares are classed as equity. The ordinary shares in
issue have a nominal value of one penny and carry one vote
each.
Share Premium
This reserve represents the difference between the issue price
of shares and the nominal value of shares at the date of issue, net
of related issue costs.
Capital Reserve Unrealised
Unrealised gains and losses on investments held at the year end
arising from movements in fair value are taken to the capital
reserve.
Revenue Reserve
Net revenue profits and losses of the Company.
2) Significant Accounting Judgements, Estimates and
Assumptions
The preparation of financial statements in conformity with IFRS
as adopted in the EU requires the Company to make judgements,
estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of income
and expenses during the reporting period. Although these estimates
are based on the directors' best knowledge of the amount, actual
results may differ ultimately from those estimates.
The areas requiring a higher degree of judgement or complexity
and areas where assumptions and estimates are significant to the
financial statements are in relation to investments at fair value
through profit or loss described below.
Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and in any future periods
affected.
Equity Investments
The unquoted equity assets are valued on periodic basis using
techniques including a market approach, costs approach and/or
income approach. The valuation process is collaborative, involving
the finance and investment functions within the manager with the
final valuations being reviewed by the manager's valuation
committee.
Shareholders should note that increases or decreases in any of
the inputs in isolation may result in higher or lower fair value
measurements. Changes in fair value of all investments held at fair
value are recognised in the Statement of comprehensive income as a
capital item. On disposal, realised gains and losses are also
recognised in the Statement of comprehensive income.
3) Segmental Reporting
The Company's board and the Investment Manager consider
investment activity in selected Equity Assets as the single
operating segment of the Company, being the sole purpose for its
existence. No other activities are performed.
The directors are of the opinion that the Company is engaged in
a single segment of business and operations of the Company are
wholly in the United Kingdom.
4) Income
From the date of incorporation
to 31 March
2018
GBP
Investment income
Investments at fair value through profit
or loss 51,855
Total investment income 51,855
Unrealised (loss) on translation of investments (6,875)
Total income 44,980
5) Management and Performance Fee
Management Fee
The management fee is payable quarterly in advance at a rate
equal to 1/4 of 1.25% per month of net asset value (the "Management
Fee"). The aggregate fee payable on this basis must not exceed
1.25% of the net assets of the Company in any year.
From the period from first admission, the management fee payable
was based on 1.25% of the net asset value.
Performance Fee
The Manager is entitled to a performance fee, which is
calculated in respect of each twelve month period starting on 1
April and ending on 31 March in each calendar year ('Calculation
Period'), and the nal Calculation Period shall end on the day on
which the management agreement is terminated or, if earlier, the
business day immediately preceding the day on which the Company
goes into liquidation.
The Manager is entitled to receive a performance fee equal to
15% of any excess returns over a high watermark, subject to
achieving a hurdle rate of 8% in respect of each performance
period. There was no performance fee payable during the period.
6) Other Expenses
From the date of incorporation
to 31 March
2018
GBP
Auditor's remuneration - audit fees 20,000
Directors' fees 21,509
Organisation expense 150,801
VAT Expense 27,821
Legal and other professional 8,984
Other expenses 1,167
Total Other expenses 230,282
All expenses are inclusive of VAT where applicable.
7) Taxation
As an investment trust the Company is exempt from corporation
tax on capital gains. The Company's revenue income is subject to
tax, but offset by any interest distribution paid, which has the
effect of reducing that corporation tax to nil. This means the
interest distribution may be taxable in the hands of the Company's
shareholders.
Any change in the Company's tax status or in taxation
legislation generally could affect the value of investments held by
the Company, affect the Company's ability to provide returns to
shareholders, lead the Company to lose its exemption from UK
Corporation tax on chargeable gains or alter the post-tax returns
to shareholders. It is not possible to guarantee that the Company
will remain a non-close company, which is a requirement to maintain
status as an investment trust, as the ordinary shares are freely
transferable. The Company, in the event that it becomes aware that
it is a close company, or otherwise fails to meet the criteria for
maintaining investment trust status, will as soon as reasonably
practicable, notify shareholders of this fact.
The Company is in the process of obtaining this approval from HM
Revenue & Customs
The following table presents the tax chargeable on the Company
for the period ended 31 March 2018.
Revenue Capital Total
GBP GBP GBP
Corporation tax - - -
Total current tax charge - - -
Deferred tax movement - - -
Deferred tax movement PYA - - -
Total tax charge in income statement - - -
Factors affecting taxation charge for the year
The taxation charge for the year is lower than the standard rate
of UK corporation tax of 19.00%. A reconciliation of the taxation
charge based on the standard rate of UK corporation tax to the
actual taxation charge is shown below.
Revenue Capital Total
GBP GBP GBP
Return on ordinary activities before
taxation (251,287) 41,369 (209,919)
Return on ordinary activities before
taxation multiplied by the standard
rate of UK corporation tax of 19% (47,745) 7,860 (39,885)
Effects of:
Excess management expenses not utilised 47,745 (7,860) (39,885)
Interest distributions paid in respect - - -
of the period
Total tax charge in income statement - - -
Overseas taxation
The Company may be subject to taxation under the tax rules of
the jurisdictions in which it invests, including by way of
withholding of tax from interest and other income receipts.
Although the Company will endeavour to minimise any such taxes this
may affect the level of returns to shareholders.
8) Earnings per Share
For the financial period ended 31 Revenue Capital Total
from March 2018 pence pence pence
Earnings per ordinary share (7,59)p 1.25p (6.34)p
The calculation of the above is based on revenue returns of
(GBP251,287), capital returns of GBP41,369 and total returns of
(GBP209,919) and number of ordinary shares of 3,310,000 as at 31
March 2018.
9) Investments at Fair Value Through Profit or Loss
(a) Movements in the year
As of 31 March 2018
GBP
Opening cost -
Opening fair value -
Purchases at cost 694,278
Cost at fair value measurement 51,855
Unrealised (loss) on foreign exchange (6,875)
Closing fair value at 31 March 2018 739,258
(b) Fair value of financial instruments
IFRS 13 requires the Company to classify its financial
instruments held at fair value using a hierarchy that reflects the
significance of the inputs used in the valuation methodologies.
These are as follows:
-- Level 1 - quoted prices in active markets for identical investments;
-- Level 2 - other significant observable inputs (including
quoted prices for similar investments, interest rates, prepayments,
credit risk, etc.); and
-- Level 3 - significant unobservable inputs (including the
Company's own assumptions in determining the fair value of
investments).
The following sets out the classifications used as at 31 March
2018 in valuing the Company's investments:
Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Unquoted equity assets - - 739,258 739,258
Closing fair value as
at 31 March 2018 - - 739,258 739,258
Suir Valley Ventures (the "Fund")
The fair value of the investment is determined with reference to
audited NAV (Net asset value) of the Fund at each reporting date.
The Fund invests in a mixture of quoted and unquoted investments.
All investments at the Fund level are measured at fair value.
10) Receivables
31 March 2018
GBP
Prepayments -
Other receivables 689,713
Total receivables 689,713
The above receivables relate to the proceeds from the issue of
ordinary shares which were recovered partially in April 2018 and
the remainder in June 2018 following the period end.
The above receivables do not carry any interest and are short
term in nature. The directors consider that the carrying values of
these receivables approximate their fair value.
11) Other Payables
31 March 2018
GBP
Management fee payable 4,766
Accruals and deferred income 38,550
Total other payables 43,316
The above payables do not carry any interest and are short term
in nature. The directors consider that the carrying values of these
payables approximate their fair value.
12) Ordinary Share Capital
The table below details the issued share capital of the Company
as at the date of the Financial Statements.
Issued and allotted No. of shares
31 March GBP
2018
Ordinary shares of 1
penny each 3,310,000 33,100
On incorporation, the issued share capital of the Company was
GBP0.01 represented by one ordinary share of GBP0.01. Redeemable
preference shares of 50,000 were also issued with a nominal value
of GBP1 each, of which 25% was paid. The redeemable shares were
issued to enable the Company to obtain a certificate of entitlement
to conduct business and to borrow under section 761 of the
Companies Act 2006. The redeemable shares were redeemed on listing
from the proceeds of the issue of the new ordinary shares upon
admission on 19 January 2018.
3,310,100 ordinary shares of GBP0.01 each were issued to
shareholders as part of the placing and offer for subscription in
accordance with the Company's prospectus dated 17 November 2017 and
the supplementary prospectus dated 2 January 2018. GBP689,713 of
proceeds from this issue remained receivable at the period end and
were collected in full after the period end.
13) Net Asset Value per Ordinary Share
Year ended 31 March 2018 Net asset Net assets
value per attributable
ordinary GBP
share
Pence
Ordinary shares of 1
penny each 92.12p 3,049,160
The net asset value per ordinary share is based on net assets at
the period end of GBP3,049,160 and on 3,310,000 ordinary shares in
issue at the period end.
14) Contingent Liabilities and Capital Commitments
The Company may invest in Suir Valley Ventures or other
collective investment vehicles, subscriptions to which are made on
a commitment basis. The Company will be expected to make a
commitment that may be drawn down, or called, from time to time at
the discretion of the manager of the Fund or other collective
investment vehicle. The Company will usually be contractually
obliged to make such capital call payments and a failure to do so
would usually result in the Company being treated as a defaulting
investor by the Fund or other collective investment vehicle.
The Company will seek to satisfy capital calls on its
commitments through a combination of reserves, and where applicable
the realisation, of Cash and Cash Equivalents and Liquid
Investments (as each expression is defined in the prospectus dated
17 November 2017), anticipated future cash flows to the Company,
the use of borrowings and, potentially, further issues of
Shares.
As of 31 March 2018, the Company had outstanding commitments in
relation to the Fund in the amount of EUR3,8 million.
15) Related Party Transactions and Transactions with the
Manager
Directors - The remuneration of the directors is set out in the
directors' Remuneration Report on page 32. There were no contracts
subsisting during or at the end of the period in which a director
of the Company is or was interested and which are or were
significant in relation to the Company's business. There were no
other transactions during the period with the directors of the
Company. The directors do not hold any ordinary shares of the
Company.
At 31 March 2018, there was GBP203 payable to the directors for
fees and expenses.
Manager - Shard Capital AIFM LLP (the 'Manager'), a UK-based
company authorised and regulated by the Financial Conduct
Authority, has been appointed the Company's manager and authorised
investment fund manager for the purposes of the Alternative
Investment Fund Managers Directive. Details of the services
provided by the manager and the fees paid are given in Note 5.
During the period the Company incurred GBP4,767 of fees and at
31 March 2018, there was GBP4,767 payable to the manager.
During the period the Company paid GBP50,922 of placement fees
to Shard Capital Partners LLP.
During the period the manager paid GBP12,000 of to the advisor
in relation to the flotation.
16) Financial Risk Management
The Company's investment objective is to achieve capital growth
for investors pursuant to the investment policy outlined in the
prospectus, this involves certain inherent risks. The main
financial risks arising from the Company's financial instruments
are market risk, credit risk and liquidity risk. The board reviews
and agrees policies for managing each of these risks as summarised
below.
Market risk
Market risk is the risk that the fair value of future cash flows
of a financial instrument will fluctuate. Market risk comprises
three types of risk, price risk, interest rate risk and currency
risk.
-- Price risk - the risk that the fair value or future cash
flows of financial instruments will fluctuate because of changes in
market prices (other than those arising from interest rate risk or
currency risk);
-- Interest rate risk - the risk that the fair value or future
cash flows of financial instruments will fluctuate because of
changes in market interest rates; and
-- Currency risk - the risk that the fair value or future cash
flows of financial instruments will fluctuate because of changes in
foreign exchange rates.
The Company's exposure, sensitivity to and management of each of
these risks is described below. Management of market risk is
fundamental to the Company's investment objective. The investment
portfolio is continually monitored to ensure an appropriate balance
of risk and reward within the parameters of the investment
restrictions outlined in the prospectus.
(a) Price risk
Price risk arises mainly from uncertainty about future prices of
financial instruments used in the Company's business. It represents
the potential loss the Company might suffer through holding market
positions in the face of price movements (other than those arising
from interest rate risk or currency risk) specifically in equity
investments purchased in pursuit of the Company's investment
objective, held at fair value through the profit and loss.
As at 31 March 2018 the Company held one direct private equity
investment in the participating shares of Suir Valley Ventures, a
sub-fund of Suir Valley Funds ICAV.
As at 31 March 2018 the investment in Suir Valley Ventures is
valued at the net asset value of the sub-fund, as calculated by its
administrator.
At 31 March 2018, had the fair value of investments strengthened
by 10% with all other variables held constant, net assets
attributable to holders of participating shares would have
increased by GBP73,925. A 10% weakening of the market value of
investments against the above would have resulted in an equal but
opposite effect on the above financial statement amounts to the
amounts shown above, on the basis that all other variables remain
constant. Actual trading results may differ from this sensitivity
analysis and the difference may be material.
(b) Interest rate risk
Interest rate risk arises from the possibility that changes in
interest rates will affect future cash flows or the fair values of
financial instruments.
The Company's currently employs no borrowings.
The Company finances its operations mainly through its share
capital and reserves, including realised gains on investments.
Exposure of the Company's financial assets and liabilities to
floating interest rates (giving cash flow interest rate risk when
rates are reset) and fixed interest rates (giving fair value risk)
as at 31 March 2018 is shown below:
Financial instrument Floating Fixed or Total
Rate Administered GBP
GBP Rate
GBP
Cash and cash equivalents - 1,663,505 1,663,505
Total exposure - 1,663,505 1,663,505
An administered rate is not like a floating rate, movements in
which are directly linked to LIBOR. The administered rate can be
changed at the discretion of the lender.
(c) Currency risk
As at 31st March 2018 the Company's sole investment is
denominated in euros whereas its functional and presentation
currency is pounds sterling. Consequently, the Company is exposed
to risks that the exchange rate of its currency relative to euros
may change in a manner that has an adverse effect on the fair value
of the Company's assets.
At the reporting date the carrying value of the Company's
financial assets and liabilities held in individual foreign
currencies as a percentage of its net assets were as follows:
Foreign currency exposure as a percentage 31 March 2018
of net assets
Euros 24%
Sensitivity analysis
If the euro exchange rates increased/decreased by 10% against
pounds sterling, with all other variables held constant, the
increase/decrease in the net asset attributable to the Company
arising from a change financial assets at fair value through profit
or loss, which are denominated in euros, would have been +/-
GBP73,925.
17) Credit risk
Credit risk is the risk that one party to a financial instrument
will cause a financial loss for the other party by failing to
discharge an obligation.
The Company's credit risks arise principally through cash
deposited with banks, which is subject to risk of bank default.
The Company ensures that it only makes deposits with
institutions with appropriate financial standing.
Liquidity Risk
Liquidity risk is the risk that the company will have difficulty
in meeting its obligations in respect of financial liabilities as
they fall due.
The Company manages its liquid resources to ensure sufficient
cash is available to meet its expected contractual commitments. It
monitors the level of short-term funding and balances the need for
access to short-term funding, with the long-term funding needs of
the Company.
Capital Management
The Company's capital is represented by ordinary shares and
reserves.
The Company's primary objectives in relation to the management
of capital are:
-- to maximise the long-term capital growth for its shareholders
pursuant to its investment objective;
-- to ensure its ability to continue as a going concern.
The Company manages its capital structure and liquidity
resources to meet its obligations as described above.
Borrowing limits
Pursuant to the prospectus dated 17 November 2017 the Company
can deploy gearing up to 20% of the net asset value of the Company
(calculated at the time of borrowing) to seek to enhance returns
and for the purpose of capital flexibility and efficient portfolio
management. During the period ended 31st March 2018 the Company
employed no gearing.
18) Ultimate Controlling Party
It is the opinion of the directors that there is no ultimate
controlling party.
19) Subsequent Events
GBP689,713 disclosed as receivable in the Statement of Position
were recovered in full post year end.
On 24 April 2018 the Company completed a direct investment in
Immotion Group Limited totalling GBP500,254.
On 29 June 2018 the Company raised gross proceeds of GBP200,000
by issuing ordinary shares at GBP1.00 each. The shares were
admitted to the Specialist Funds Segment of the Main Market of the
London Stock Exchange and dealings in these ordinary shares
commenced on 5 July 2018. The Company now has 3,510,000 ordinary
shares in issue following this recent admission.
ENDS
For further information, please visit www.sureventuresplc.com or
contact:
Gareth Burchell Sure Ventures plc +44 (0) 20 7186 9918
Isabel de Salis / Priit St Brides Partners (Financial
Piip PR) +44 (0) 20 7236 1177
Notes to Editors
Sure Ventures plc listed on the London Stock Exchange in January
2018, giving retail investors access to an asset class that is
usually dominated by private venture capital funds. The Company
aims to provide investors with a diversified exposure to three
rapidly-growing markets: augmented reality/virtual reality, FinTech
and Internet of Things. Sure Ventures is focusing on companies in
the UK, Republic of Ireland and other European countries, making
seed and series A investments in companies with first rate
management teams, products which benefit from market validation
with target revenue run rates of at least GBP400,000 over the next
12 months. Website: https://www.sureventuresplc.com/
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR RBMFTMBIJMJP
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