TIDMAATG
Albion Technology & General VCT PLC
LEI number: 213800TKJUY376H3KN16
As required by the UK Listing Authority's Disclosure Guidance
and Transparency Rules 4.1 and 6.3, Albion Technology & General
VCT PLC today makes public its information relating to the Annual
Report and Financial Statements for the year ended 31 December
2021.
This announcement was approved for release by the Board of
Directors on 13 April 2022.
This announcement has not been audited.
The Annual Report and Financial Statements for the year ended 31
December 2021 (which have been audited), will shortly be sent to
shareholders. Copies of the full Annual Report and Financial
Statements will be shown via the Albion Capital Group LLP website
by clicking www.albion.capital/funds/AATG/31Dec21.pdf.
Investment objective and policy
The Company's investment objective is to provide investors with
a regular and predictable source of dividend income, combined with
the prospect of long-term capital growth, through a balanced
portfolio of predominantly unquoted growth and technology
businesses in a qualifying Venture Capital Trust ("VCT").
Investment policy
The Company will invest in a broad portfolio of unquoted growth
and technology businesses. Allocation of assets will be determined
by the investment opportunities which become available, but efforts
will be made to ensure that the portfolio is diversified in terms
of sectors and stages of maturity of portfolio companies.
VCT qualifying and non-qualifying investments
Application of the investment policy is designed to ensure that
the Company continues to qualify and remains approved as a VCT by
HM Revenue and Customs ("VCT regulations"). The maximum amount
invested in any one company is limited to any HMRC annual
investment limits. It is intended that normally at least 80 per
cent. of the Company's funds will be invested in VCT qualifying
investments. The VCT regulations also have an impact on the type of
investments and qualifying sectors in which the Company can make an
investment.
Funds held to invest in VCT qualifying assets or for liquidity
purposes will be held as cash on deposit, invested in floating rate
notes or similar instruments with banks or other financial
institutions with high credit ratings. They may also be invested in
liquid open-ended equity funds providing income and capital equity
exposure (where it is considered economic to do so). Investment in
such open-ended equity funds will not exceed 7.5 per cent. of the
Company's assets at the time of investment.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses
within VCT qualifying industry sectors using a mix of securities.
The maximum the Company will invest in a single company is 15 per
cent. of the Company's assets at cost at the time of investment.
The value of an individual investment is expected to increase over
time as a result of trading progress and a continuous assessment is
made of investments' suitability for sale. It is possible that
individual holdings may grow in value to a point where they
represent a significantly higher proportion of total assets prior
to a realisation opportunity being available.
Borrowing powers
The Company's maximum exposure in relation to gearing is
restricted to 10 per cent. of the adjusted share capital and
reserves. The Directors do not have any intention of utilising
long-term gearing.
Financial calendar
Annual General Meeting 3pm on 26 May 2022
General Meeting 4pm on 26 May 2022
Record date for first dividend 6 June 2022
Payment date of first dividend 30 June 2022
Announcement of Half-yearly results for the six months September 2022
ending 30 June 2022
Financial highlights
200.28p Total shareholder value -- being net asset value plus
dividends paid per Ordinary share since launch
------------------------------------------------------
14.98p Increase in total shareholder value for the year ended
31 December 2021
------------------------------------------------------
21.6% Total uplift on opening net asset value per share
------------------------------------------------------
3.68p Total tax-free dividend per Ordinary share paid in
the year ended 31 December 2021 (a dividend yield
of 5.3% on opening net asset value)
------------------------------------------------------
80.65p Net asset value per Ordinary share as at 31 December
2021
------------------------------------------------------
These are considered Alternative Performance Measures, see notes
2 and 3 in the Strategic report below for further explanation.
31 December 2021 (pence 31 December 2020 (pence
per share) per share)
Opening net asset value 69.35 82.58
Capital return/(loss) 14.93 (0.06)
Revenue return/(loss) 0.37 (0.22)
------------------------ ------------------------
Total return/(loss) 15.30 (0.28)
Ordinary dividends paid (3.68) (3.95)
Special dividend paid - (9.00)
Impact from share
capital movements (0.32) -
------------------------ ------------------------
Net asset value 80.65 69.35
------------------------ ------------------------ ------------------------
Ordinary share (pence per share)
-------------------------------------------- --------------------------------
Total dividends paid to 31 December 2021 119.63
Net asset value as at 31 December 2021 80.65
Total shareholder value to 31 December 2021 200.28
--------------------------------------------
In addition to the dividends noted above, the Board has declared
a first dividend for the year ending 31 December 2022 of 2.02 pence
per share to be paid on 30 June 2022 to shareholders on the
register on 6 June 2022.
For historic shareholders, further details regarding the total
shareholder value for C Shares and Albion Income and Growth VCT PLC
can be found at www.albion.capital/funds/AATG under the 'Financial
Summary for Previous Funds' section.
A more detailed breakdown of the dividends paid per year can be
found at www.albion.capital/funds/AATG under the 'Dividend History'
section.
Chairman's statement
Introduction
The Company has undergone a series of changes in recent years in
the makeup of its portfolio; how returns are earned, with income
from the portfolio being reduced relative to capital return given
the nature of the portfolio companies; and has faced some dramatic
economic challenges, with the Covid-19 pandemic ("the Pandemic")
and more recent geopolitical crisis having direct economic and
market implications for the Company.
It is pleasing, therefore, with these headwinds to report a
strong positive total return for the year ended 31 December 2021 of
15.30 pence per share, which represents a 22.1% return on opening
net asset value. This is the highest annual return achieved by the
Company since 2003 and is in no small part a reflection of the
different type of portfolio in which the Company invests, with
technology, FinTech and health companies providing most of the
return.
We continue to see resilience and growth from our portfolio,
with many of our portfolio companies demonstrating the value of the
services they provide to their customers as the economy emerges
from the Pandemic. However, with heightened risks through increased
inflation and more recent events in Ukraine, it is difficult to be
entirely positive about what lies ahead when there are such
significant issues outside the Company's control but with impact on
economic outlook generally. Returns from venture capital can be
volatile but are not necessarily correlated to listed markets.
As you will read later in the report and in the accompanying
Circular, the Board has worked with the Manager to reduce the
ongoing costs of the Company and to do so in a way that aligns the
interests of shareholders with the Manager over the longer term.
The proposed changes to the Manager's remuneration, including to
the performance incentive, will be subject to shareholder approval.
If approved, management costs will be substantially reduced, an
administration fee will be introduced and the performance incentive
arrangements will be re-structured, potentially rewarding the
Manager for outperformance over a hurdle of 5 per cent., calculated
over a period of 5 years, and at the same rate as under the
existing performance incentive of 15 per cent. of outperformance
earned as a fee.
Investment in the Company remains a longer-term proposition. The
Manager and Board are conscious of this in how the portfolio is
structured, costs are incurred (with ongoing costs capped at
2.75%), dividends are calculated and paid and in how liquidity is
provided in the secondary market through share buy-backs at a
pre-determined level (circa 5 per cent. discount) to the prevailing
net asset value. It is encouraging that the Company continues to
raise fresh funds through the top up offers and through dividend
re-investment, as the Manager continues to see new and exciting
investment opportunities and uses 'five-year, five per cent total
return' horizons as its targets, recognising that there will be
'ups and downs' along the way, as has been the case since the
Company was launched in 2000 in very different market
circumstances.
Results and dividends
As at 31 December 2021, the net asset value was 80.65 pence per
share compared to 69.35 pence per share at 31 December 2020. The
total return after tax was GBP19.9 million compared to GBP0.3
million total loss in the year to 31 December 2020.
In line with our variable dividend policy targeting 5% of NAV
per annum, the Company paid semi-annual dividends totalling 3.68
pence per share during the year to 31 December 2021 (2020: 12.95
pence per share, which included a 9 pence per share special
dividend). The Board has declared a first dividend for the year
ending 31 December 2022 of 2.02 pence per share to be paid on 30
June 2022 to shareholders on the register on 6 June 2022.
Investment portfolio
The results for the year showed net gains on investments of
GBP21.5 million, against gains of GBP1.5 million for the previous
year, which are largely driven by unrealised gains across the
portfolio. Quantexa increased in value by GBP9.0 million and Oviva
by GBP2.4 million, both following externally led funding rounds,
and Credit Kudos increased by GBP3.1 million as a result of a third
party offer. Against these gains, unrealised write-downs were made
against our investment in Concirrus (GBP1.2 million) and Memsstar
(GBP0.8 million) following difficult trading conditions for both
portfolio companies.
The Company had a number of investment realisations in the year
with proceeds totalling GBP4.2 million, leading to realised gains
of GBP0.4 million. The sale of Innovation Broking Group delivered
10.3 times return on equity. OmPrompt Holdings was sold which
resulted in a return of 2.3 times cost and SBD Automotive was also
sold generating 2.1 times cost. Against this, we have realised a
loss of GBP0.4 million on our investment in Xperiome, which went
into administration following the year end. Further details on the
above disposals, and other realisations, can be found in the
realisations table on page 30 of the full Annual Report and
Financial Statements.
During the year, a total of GBP7.7 million was invested into
portfolio companies, of which GBP2.4 million was invested across
five new portfolio companies, all of which are likely to require
further investment as the companies develop and hopefully grow:
-- GBP1.0 million into Threadneedle Software Holdings (trading as Solidatus)
a provider of data lineage software to enterprise customers in regulated
sectors, which allows them to rapidly discover, visualise, catalogue and
understand how data flows through their systems;
-- GBP0.5 million into Gravitee TopCo (trading as Gravitee.io) an
application programming interface (API) management platform;
-- GBP0.4 million into NuvoAir Holdings a provider of digital therapeutics
and decentralised clinical trials for respiratory conditions;
-- GBP0.3 million into Brytlyt which uses patented software and artificial
intelligence (AI), combined with the superior computation power of
graphics processing units (GPUs), to derive insights thousands of times
faster than legacy systems; and
-- GBP0.2 million into Accelex Technology, a data extraction and analytics
technology for private capital markets.
A further GBP5.3 million was invested into existing portfolio
companies, the largest being: GBP1.5 million into Oviva, GBP0.9
million into Black Swan and GBP0.8 million into Elliptic.
The three largest investments in the Company's portfolio, being
Quantexa, Radnor House School and Oviva, are valued at GBP28.0
million and represent 26.2 per cent. of the Company's net asset
value.
Overall, 32% of the portfolio by value is profitable, measured
by earnings before interest, tax and depreciation, with a number of
our investments showing strong growth in fast-developing markets.
Given the evolving nature of the portfolio, increasingly the return
will be in the form of capital rather than income, which is why the
basis of charging a proportion of the management fee to capital has
increased from 75% to 90%, as explained in the notes to the
accounts. As part of portfolio management, the Board always
maintains liquidity to meet future potential investments, running
costs and, importantly, cash for payment of dividends and to
facilitate share buy-backs.
New management performance incentive and reduction in annual
management fee
Accompanying this Annual Report is a Circular to shareholders
proposing changes to the Management Agreement with Albion Capital
Group LLP. These changes will be implemented by a deed of variation
to the Company's existing Management Agreement. Full details of the
changes are set out in the Circular. The proposed changes will be
voted on by shareholders under a single Ordinary resolution at a
General Meeting ("GM") which will follow the Annual General Meeting
("AGM") on 26 May 2022. The proposed changes include: lowering the
Management fee from 2.5 per cent. of NAV to 2.0 per cent. of NAV;
introduction of an administration fee; and revisions to the
performance incentive arrangements. The net result is to
significantly reduce operating costs (whilst retaining the cap of
2.75 per cent.) and to have performance incentive arrangements
which apply a hurdle and term in their calculation that are more in
accordance with the Companies long term investment returns and
timing of returns profile, but represent the same percentage of
outperformance payable as is in place currently, namely 15 per
cent.
In supporting this management remuneration package, the Board is
conscious of being fair to all the stakeholders in the Company,
with shareholders' and the Manager's interests being balanced and
aligned around outperformance being achieved from the portfolio
before any fee is earned. There is also a reduction in the running
costs of managing the portfolio, including for circumstances where
the portfolio continues to increase materially in value, as has
been the case in the last five years, as well as having a cap on
the level of expenses the Company might bear if its assets were to
fall.
Board
The Board continues with its succession planning, which includes
looking at fresh appointments and focusing the roles on the Board.
During the last year I assumed the Chair, Margaret Payn became
Audit Chair and Mary Anne Cordeiro became Senior Independent
Director. This followed the retirement of Dr Neil Cross and
Modwenna Rees-Mogg. Patrick Reeve continues to serve as a
non-independent Director on the Board of four, with three
independent Directors being remunerated by the Company. We have
established a clear committee structure for nominations,
remuneration and management engagement amongst the independent
non-executive Directors (all reported on later in this report). The
aim is to have a small and focussed Board, with remuneration in
line with the responsibilities borne, skills and experience
required and more in line with the investment company arena taken
as a whole. This will result in a reduction in absolute board costs
and a more precise period for serving on the Board of nine years,
absent unforeseen circumstances. We are also mindful of diversity
in how the Board is structured, as has been the case for a number
of years.
Risks and uncertainties
The highly uncertain outlook for the UK and Global economies
remains the key risk affecting the Company, with the continuing
health risk clouding any evaluation of risk and returns for many
companies in the developed world. The Russian invasion of Ukraine
has led to increased global geopolitical tensions and headline
figures for inflation are not encouraging reaching levels in the UK
not seen for some decades. While many of our portfolio companies
have shown remarkable growth and resilience during the Pandemic,
there are some underlying portfolio companies that continue to be
adversely affected. The Manager is continually assessing the
exposure to these risks for each portfolio company and appropriate
actions, where possible, are being implemented, which includes
provision of financial support where necessary.
A detailed analysis of the principal risks and uncertainties
facing the business is shown in the Strategic report below.
Share buy-backs and reserves
It remains a primary objective to maintain sufficient cash
resources for investment in new and existing portfolio companies,
for the continued payment of dividends to shareholders and to
provide liquidity in the secondary market through share buy-backs.
The Board's policy is to buy back shares in the market, subject to
the overall constraint that such purchases are in the Company's
interest. It is the Board's intention for such buy-backs to be in
the region of a 5 per cent. discount to net asset value, so far as
market conditions and liquidity permit. The Board continues to
review the use of buy-backs and is satisfied that it is an
important means of providing market liquidity for shareholders.
Details of shares bought back during the year can be found in note
15. During the last year, the Company raised substantially more
through the top up offer and dividend re-investment than was
required to fund share buy-backs, but this might not always be the
case, which is why managing relatively high cash resources is
prudent for investment and structural purposes.
The Company also manages a relatively high level of
distributable reserves which can be used for share buy-backs and
the payment of dividends. As in the past, the Company has sought
authority from shareholders for reclassification of the share
premium account to create additional distributable reserves, which
is being done again this year as explained on page 40 of the full
Annual Report and Financial Statements.
Albion VCTs' Prospectus Top Up Offers
A prospectus top up offer of new Ordinary shares was launched on
6 January 2022. The Board announced on 22 March 2022 that,
following strong demand for the Company's shares, it had elected to
exercise its GBP4 million over-allotment facility, taking the total
offer to GBP24 million. On 29 March 2022, the Company was pleased
to announce that it had reached its limit under its Offer which was
fully subscribed and closed to further applications.
The funds raised by the Company pursuant to the Offer will be
added to the cash resources available for investment, putting the
Company into a position to take advantage of investment
opportunities over the next two to three years. The proceeds of the
Offer will be applied in accordance with the Company's investment
policy.
Annual General Meeting and General Meeting
Due to the proposed changes to the Management Agreement, the
Board has decided to adopt a hybrid format for the AGM and GM this
year to ensure maximum participation and shareholder engagement.
The AGM will be held at 3pm on 26 May 2022 at the offices of Bird
& Bird LLP, 12 New Fetter Lane, London EC4A 1JP, with virtual
participation via the Lumi platform, which will be followed
immediately by the GM at 4pm. Information on how to attend or
participate in the live webcast can be found on the Manager's
website www.albion.capital/vct-hub/agms-events. The Board intends
to hold AGMs virtually in the future as this has seen record
numbers of shareholders attending the AGM.
The Board welcomes questions from shareholders at the AGM and GM
and shareholders will be able to ask questions using the Lumi
platform, or in person. Alternatively, shareholders can email their
questions to AATGchair@albion.capital
https://www.globenewswire.com/Tracker?data=78RtQUy9Nr_27XbUv6iuNpFEzMMOzJJZ_3XSDhGo-W33VrfRLeEdP5sg3cY-6VPadHxNgETdFI_nQ1YCSSwwaBgi3caVPIF_gx_ORS9AOFc=
prior to the Meeting.
Further details on the format and business to be conducted at
the AGM can be found in the Directors' report on page 39 of the
full Annual Report and Financial Statements and in the Notice of
the Meeting on pages 76 to 79 of the full Annual Report and
Financial Statements.
The Board also encourages shareholders to vote on the Company
business at the AGM and GM and is strongly recommending that
shareholders should vote in favour of the resolutions being
proposed at both meetings.
Outlook and prospects
The former chairman served the Company well since its inception
in 2000 and he saw changes in how and where the Company invested,
as well as what the prospects were during different market cycles.
This year is no different, but with some positive corporate changes
envisaged and some portfolio challenges ahead. Whilst there are
uncertainties as to the full extent of the ongoing economic and
societal impact of the Pandemic as well as the Russian invasion of
Ukraine, the positive results for the year just ended demonstrate
the resilience of our portfolio during what where challenging
times. The portfolio is diversified with companies at different
stages of maturity and targeted at sectors such as software,
FinTech and healthcare. We believe that the sectors in which we
invest can continue to provide opportunities where growth can be
resilient and sustainable. The Board remains confident that the
Company and its portfolio are well positioned to continue to
generate long term value for shareholders and that the proposed
changes to Management arrangements and the Board are designed to
assist in that direction.
Robin Archibald
Chairman
13 April 2022
Strategic report
Investment objective and policy
The Company's investment objective is to provide investors with
a regular and predictable source of dividend income, combined with
the prospect of long-term capital growth, through a balanced
portfolio of unquoted growth and technology businesses in a
qualifying VCT.
The Company will invest in a broad portfolio of unquoted growth
and technology businesses. Allocation of assets will be determined
by the investment opportunities which become available, but efforts
will be made to ensure that the portfolio is diversified in terms
of sectors and stages of maturity of portfolio companies.
The full investment policy can be found above.
Current portfolio sector allocation
The pie charts at the end of this announcement show the split of
the portfolio valuation as at 31 December 2021 by sector, stage of
investment and number of employees. This is a useful way of
assessing how the Company and its portfolio are diversified across
sector, portfolio companies' maturity measured by revenues and
their size measured by the number of employees. As the Company
continues to invest in software and other technology companies,
FinTech (technology specifically applicable to financial services
companies) becomes a more prominent investment, and therefore is
included as a subsector. Details of the principal investments made
by the Company are shown in the Portfolio of investments on pages
28 to 30 of the full Annual Report and Financial Statements.
Direction of portfolio
The current portfolio remains well-balanced both in terms of
stage of investment and sectors, with FinTech accounting for 26%,
software and other technology accounting for 21%, healthcare
(including digital healthcare) accounting for 19%, renewable energy
accounting for 10% and other (including education) accounting for
9%. The performance of two of the Company's largest investments (by
value), Quantexa and Credit Kudos, in FinTech companies have driven
the material increase in FinTech as a proportion of the overall
portfolio. During the year, Quantexa increased in value by GBP9.0
million, and Credit Kudos by GBP3.1 million.
In line with the Company's investment policy, investment
continues to be made predominately into higher growth technology
companies. The Company will support those portfolio companies who
require it, as well as capitalise on any new investment
opportunities that arise. We therefore expect that investments in
the FinTech, software and other technology and healthcare sectors
(including digital healthcare) will continue to increase, and that
asset-based investments will decrease over the coming years.
Results and dividends Ordinary shares
GBP'000
Net capital return for the year ended 31 December
2021 19,412
Net revenue return for the year ended 31 December
2021 476
Total return for the year ended 31 December 2021 19,888
Dividend of 1.73 pence per share paid on 30 June 2021 (2,306)
Dividend of 1.95 pence per share paid on 31 December
2021 (2,590)
Transferred to reserves 14,992
---------------
Net assets as at 31 December 2021 106,994
===============
Net asset value per share as at 31 December 2021 80.65p
====================================================== ===============
The Company paid ordinary dividends of 3.68 pence per share
during the year ended 31 December 2021 (2020: 3.95 pence per
share); there were no special dividends paid in this year (2020:
9.0 pence per share). The Board has a variable dividend policy
which targets an annual dividend yield of around 5% on the
prevailing net asset value. The Board has declared a first dividend
for the year ending 31 December 2022 of 2.02 pence per share to be
paid on 30 June 2022 to shareholders on the register on 6 June
2022.
As shown in the Income statement below, investment income has
increased to GBP1,077,000 (2020: GBP604,000). This is due to the
payment of previously rolled up interest. As a result, there is an
overall revenue gain to shareholders of GBP476,000 (2020: loss of
GBP248,000). This gain is also partially driven by an increased
percentage of investment management fees being allocated to the
realised capital reserve; this better aligns with the Board's
expectation that over the long term the majority of the Company's
investment returns will be in the form of capital gains. Further
information can be found in the Notes to the Financial Statements
below.
The net capital gain for the year was GBP19,412,000 (2020: loss
of GBP63,000). The net gain was generated largely by unrealised
gains on investments, together with gains on disposals, partially
offset by the capital portion of investment management fees. Key
valuation movements during the year are outlined in the Investment
portfolio section of the Chairman's statement. The total gain for
the period was 15.30 pence per share (2020: loss of 0.28 pence per
share).
The Balance sheet below shows that the net asset value per share
increased over the year to 31 December 2021 to 80.65 pence per
share (2020: 69.35 pence per share). The increase in net asset
value was driven principally by investment gains offset by dividend
payments.
The cash inflow for the year was GBP2.9 million (2020: GBP21.0
million outflow). This resulted mainly from the issue of new
Ordinary shares under the Top Up Offer, disposal proceeds and loan
stock income, offset by new investments, dividends paid, share
buy-backs and ongoing expenses.
Review of business and outlook
A review of the Company's business during the year and its
future prospects is contained in the Chairman's statement above and
in this Strategic report.
There is a continuing focus on growing investments in the
FinTech, healthcare and other software and technology sectors, and,
therefore, we expect the portfolio to continue to increase its
weighting in these sectors.
Investment income largely comprises of loan stock interest on
our renewable energy investments, which the Company intends to hold
for the longer term. As a result, investment income is expected to
remain relatively flat over the near term and most of the
investment returns are expected to be delivered by capital
gains.
Since the end of the financial year, the Company has made a
number of follow-on investments in existing portfolio companies as
well as making small new investments and disposals. In addition, a
successful top-up offer has raised GBP24 million.
Future prospects
The Company's financial results for the year to 31 December 2021
demonstrate the resilience of the portfolio which is a consequence
of the portfolio remaining well balanced across sectors and risk
classes, despite the effects of the Pandemic so far. Many of the
companies in the portfolio have continued to grow throughout the
Pandemic and have been providing products and services that are
considered innovative and essential to their customers.
The Board remains confident that the Company and its portfolio
are well positioned to continue to generate long term value for
shareholders. The Manager has a strong pipeline of investment
opportunities in which the Company's cash can be deployed.
Key Performance Indicators ("KPIs") and Alternative Performance
Measures ("APMs")
The Directors believe that the following KPIs and APMs, which
are typical for VCTs, used in the Board's assessment of the
Company, will provide shareholders with sufficient information to
assess how effectively the Company is applying its investment
policy to meet its objectives. The Directors are satisfied that the
results shown in the following KPIs and APMs give a good indication
that the Company is achieving its investment objective and policy.
These are:
1. Net asset value per share and total shareholder value
Please see the "Total shareholder value to 31 December 2021"
table above in the Financial highlights section which shows the NAV
per share as at 31 December 2021 and total shareholder value. Total
shareholder value is net asset value plus cumulative dividends paid
since launch.
Total shareholder value increased by 14.98 pence to 200.28 pence
per Ordinary share for the year ended 31 December 2021 (21.6 per
cent. on the opening net asset value).
The graph on page 4 of the full Annual Report and Financial
Statements reflects the total shareholder value performance of the
Company relative to the FTSE All-share Index.
2. Movement in shareholder value in the year
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
---- ---- ---- ------ ---- ---- ----- ----- ------ -----
4.6% 8.0% 2.5% (4.7%) 3.6% 6.0% 13.2% 11.9% (0.3%) 21.6%
---- ---- ---- ------ ---- ---- ----- ----- ------ -----
Calculated as the movement in total shareholder value for the
year compared with the opening net asset value.
The figures in the table above show that total shareholder
value, despite some annual volatility, has delivered an average
increase of 6.6% per annum over the past ten years.
The returns to shareholders who have acquired shares through the
C share issue in 2006 and the merger with Albion Income &
Growth VCT in 2013 are shown on the Company's Webpage on the
Manager's website at www.albion.capital/funds/AATG under "Financial
Summary for Previous Funds". Shareholders who have acquired shares
through Top Up Offers, the dividend reinvestment scheme or in the
market outside the corporate events will be able to calculate their
own returns based on the price at which they acquired their shares,
the dividends they have received since the purchase and the current
net asset value of their holding.
3. Dividend distributions
Dividends paid in respect of the year ended 31 December 2021
were 3.68 pence per share (2020: 12.95 pence per share; 3.95 pence
per share in ordinary dividends and a 9.00 pence per share special
dividend). Cumulative dividends paid since inception are 119.63
pence per Ordinary share.
4. Ongoing charges
As agreed with the Manager in 2015, the ongoing charges ratio
for the year ended 31 December 2021 was capped at 2.75 per cent.
(2020: 2.75 per cent.) with any excess over the cap being a
reduction in the management fee. The ongoing charges ratio has been
calculated using The Association of Investment Companies' (AIC)
recommended methodology. This figure shows shareholders the total
recurring annual running expenses (including investment management
fees charged to capital reserves) as a percentage of the average
net assets attributable to shareholders. Subject to shareholder
approval at the General Meeting on 26 May 2022, the Directors
expect the ongoing charges ratio for the year ahead to decrease to
2.5 per cent. following the changes to the Management Fee as
detailed in the Circular to shareholders accompanying this Annual
Report and Financial Statements. If the resolution does not pass at
the General Meeting, the Directors expect the ongoing charges ratio
for the year to remain at 2.75% for the 2022 financial year.
The reduction in management fees payable to Albion Capital Group
LLP in the year, due to the expense cap, amounted to GBP231,000
(2020: GBP78,000).
5. VCT regulation*
The investment policy is designed to ensure that the Company
continues to qualify, and is approved, as a VCT by HMRC. In order
to maintain its status under VCT legislation, a VCT must comply on
a continuing basis with the provisions of Section 274 of the Income
Tax Act 2007, details of which are provided in the Directors'
report on page 37 of the full Annual Report and Financial
Statements.
The relevant tests to measure compliance have been carried out
and independently reviewed for the year ended 31 December 2021.
These confirmed that the Company has complied with all tests and
continues to do so.
*VCT compliance is not a numerical measure of performance and
thus cannot be defined as an APM.
Gearing
As defined by the Articles of Association, the Company's maximum
exposure in relation to gearing is restricted to 10 per cent. of
the share capital and reserves adjusted for any dividends declared.
Although the investment policy permits the Company to borrow, the
Directors do not currently have any intention of utilising
long-term gearing and have not done so in the past.
Operational arrangements
The Company has delegated the investment management of the
portfolio to Albion Capital Group LLP, which is authorised and
regulated by the Financial Conduct Authority. Albion Capital Group
LLP also provides company secretarial and other accounting and
administrative support to the Company under the Management
Agreement, as well as acting as the Company's Alternative
Investment Fund Manager ("AIFM").
Management Agreement
Shareholders should note that accompanying this Annual Report
and Financial Statements is a Circular proposing changes to the
Management Agreement with Albion Capital Group LLP. Details of the
proposed changes can be found in the Chairman's Statement above and
in the Circular. The following information covers the current
Management Agreement.
Under the Management Agreement, the Manager provides investment
management, secretarial and administrative services to the Company.
The Management Agreement can be terminated by either party on 12
months' notice and is subject to earlier termination in the event
of certain breaches or on the insolvency of either party. The
Manager is paid an annual fee equal to 2.5 per cent. of the net
asset value of the Company, payable quarterly in arrears. The total
annual running costs of the Company, including management fees
payable to Albion Capital Group LLP, Directors' fees, professional
fees and the costs incurred by the Company in the ordinary course
of business (but excluding any exceptional items and performance
fees payable to Albion Capital Group LLP) are capped at an amount
equal to 2.75 per cent. of the Company's net assets, with any
excess being met by Albion Capital Group LLP by way of a reduction
in management fees.
In some instances, the Manager is entitled to an arrangement
fee, payable by a portfolio company in which the Company invests,
in the region of 2.0 per cent. of the investment made, and also
monitoring fees where the Manager has a representative on the
portfolio company's board. Further details of the Manager's fee can
be found in note 5.
Management performance incentive
Shareholders should note that accompanying this Annual Report
and Financial Statements is a Circular proposing changes to the
Manager's remuneration which includes changes to the performance
incentive arrangement with Albion Capital Group LLP. Details of the
proposed changes can be found in the Chairman's Statement above and
in the Circular. The following information covers the current
incentive arrangement.
To provide the Manager with an incentive to maximise the return
to investors, the Manager is entitled to charge an incentive fee in
the event that the returns exceed minimum target levels per
share.
Under the current incentive arrangement, if the net asset value
per share at the end of a financial period, when added to the
aggregate dividends per share (both revenue and capital) paid to
that date, exceeds GBP1 (increased at the rate of RPI plus 2 per
cent. per annum uncompounded from the date of first admission to
the Official List of the relevant class of share), then the Manager
will be entitled to an incentive fee equal to 15 per cent. of such
excess. In the event that the performance of the Company falls
short of the target in any period, such shortfall must be made up
in future periods before the Manager is entitled to any incentive
in respect of such future periods. This methodology creates a
cumulative hurdle to be beaten before any fee is payable.
The fee if applicable, will be payable annually. No performance
fee has arisen during the year (2020: GBPnil). There has been no
performance fee paid since the year ended 31 December 2005. The
performance threshold is set in proportion to historic share
classes and at 31 December 2021 was 212.47 pence for the Ordinary
shares, 185.67 pence for the former C shares and 191.47 pence for
the former Income & Growth shares which compares to total
returns of 200.28 pence, 119.85 pence and 123.80 pence
respectively, based on the latest NAV.
New management performance incentive fee
Since 2005, the Company's total return for all shares has fallen
significantly short of the cumulative hurdle detailed above and the
performance from the early years of the measurement period mean
that the current arrangements are ineffective in sharing the
portfolio returns with the Manager. In addition, the challenge to
find and retain investment talent continues to be strong and
performance fee arrangements are viewed as an important factor in
attracting new investment professionals. Maintaining the calibre of
investment professionals is strongly in the interests of
shareholders. In light of this, and having a performance incentive
more closely aligned with the target performance and investment
period, the Board have agreed with the Manager that the existing
management performance incentive arrangements be reviewed to align
the interests of the Manager and the Company.
Please refer to the Circular to shareholders containing details
of the proposed new management performance incentive which, subject
to approval by shareholders at the forthcoming General Meeting will
replace the existing incentive arrangements.
Investment and co-investment
The Company co-invests with other Albion Capital Group LLP
managed VCTs. Allocation of investments is on the basis of an
allocation agreement which is based, inter alia, on the ratio of
cash available for investment in each of the entities and the HMRC
VCT qualifying tests.
Liquidity Management
The Board examines regularly both the liquidity of the Company's
shares in the secondary market, which is substantially influenced
by the use of share buybacks and share issuance, and the liquidity
of the Company's portfolio. The nature of investments in a venture
capital portfolio is longer term and these are relatively illiquid
in the short term. Consequently, the Company maintains sufficient
liquidity in cash and near cash assets to cover the operating costs
of the Company and to meet dividend payments and share buy-backs,
as well as to have the capacity to make fresh investments when the
opportunities arise. Although the Company is authorised to borrow,
in practice it does not borrow. The Board has no intention that the
Company should borrow given the nature of the Company's
investments, a number of which have their own gearing. Management
of liquidity is one of the key operational areas that the Board
discusses regularly with the Manager.
Evaluation of the Manager
The Board, via the Management Engagement Committee, has
evaluated the performance of the Manager based on:
-- the returns generated by the Company;
-- the continued compliance with the VCT regulation;
-- the long term prospects of the current portfolio of investments;
-- the management of treasury, including use of share buy-backs and
participation in fund raising;
-- a review of the Management Agreement and the services provided therein;
-- benchmarking the performance of the Manager to other service providers,
including the performance of other VCTs that the Manager is responsible
for managing: and
-- the contribution made by the administration and secretarial team to the
operation of the Company.
The Board believes that it is in the interests of shareholders
as a whole, and of the Company, to continue the appointment of the
Manager for the forthcoming year.
Alternative Investment Fund Managers Directive ("AIFMD")
The Board appointed Albion Capital Group LLP as the Company's
AIFM in 2014 as required by the AIFMD. The Manager became a
full-scope AIFM under the AIFMD in 2018. As a result, from that
date, Ocorian Depositary (UK) Limited was appointed as Depositary
to oversee the custody and cash arrangements and provide other
AIFMD duties with respect to the Company. This provides another
degree of oversight over the custody of the Company's assets.
Companies Act 2006 Section 172 Reporting
Under Section 172 of the Companies Act 2006, the Board has a
duty to promote the success of the Company for the benefit of its
members as a whole in both the long and short term, having regard
to the interests of other stakeholders in the Company, such as
suppliers, and to do so with an understanding of the impact on the
community and environment and with high standards of business
conduct, which includes acting fairly between members of the
Company.
The Board is very conscious of these wider responsibilities in
the ways it promotes the Company's culture and ensures, as part of
its regular oversight, that the integrity of the Company's affairs
is foremost in the way the activities are managed and promoted.
This includes regular engagement with the wider stakeholders of the
Company and being alert to issues that might damage the Company's
standing in the way that it operates. The Board works very closely
with the Manager in reviewing how stakeholder issues are handled,
ensuring good governance and responsibility in managing the
Company's affairs, as well as visibility and openness in how the
affairs are conducted.
The Company is an externally managed investment company with no
employees, and as such has nothing to report in relation to
employee engagement but does keep close attention on how the Board
operates as a cohesive and competent unit. The Company also has no
customers in the traditional sense and, therefore, there is also
nothing to report in relation to relationships with customers.
The table below sets out the key stakeholders the Board
considers most relevant, details how the Board has engaged with
these key stakeholders and the effect of these considerations on
the Company's decisions and strategies during the year.
Stakeholder Engagement with Stakeholder Outcome and decisions based on engagement
------------ ------------------------------------------------------------- -----------------------------------------------------------
Shareholders The key methods of engaging with Shareholders are -- Shareholders' views are important and the Board
as follows: encourages Shareholders to exercise their right to
-- Annual General Meeting ("AGM") vote on the resolutions at the AGM or any other
General Meetings of the Company. The Company's AGM is
-- Shareholder seminar typically used as an opportunity to communicate with
investors, including through a presentation made by
-- Annual report and Financial Statements, Half-yearly the investment management team. In light of the
financial report, and Interim management statements Covid-19 pandemic, the Board took the decision to
update the Company's Articles of Association to allow
-- RNS announcements for all key decisions including for virtual/hybrid events in order for the 2021 AGM
changes to the Board, and the publication of a to be live streamed for shareholders. The Board was
Prospectus in connection with the Top Up Offer able to take questions from shareholders at the AGM
enabling maximum shareholder engagement in the
-- Maintenance of a user friendly Website absence of a face-to-face event and saw higher number
of attendees compared to previous years. The Board
-- Conversations with the Company's broker on has decided that this year's AGM will be held as a
shareholder trends in the VCT marketplace hybrid event to facilitate maximum shareholder
participation.
-- Shareholders are also encouraged to attend the annual
Shareholders' Seminar. This year's event took place
on 12 November 2021. The seminar included Quantexa
and Healios sharing insights into their businesses
and also presentations from Albion executives on some
of the key factors affecting the investment outlook,
as well as a review of the past year and the plans
for the year ahead. Representatives of the Board
attended the seminar. The Board considers this an
important interactive event and expects to continue
to run this in 2022.
-- The Board recognises the importance to shareholders
of maintaining a share buy-back policy, in order to
provide market liquidity, and considered this when
establishing the current policy. The Board closely
monitors the discount to the net asset value to
ensure this is in the region of 5%.
-- The Board seeks to create value for shareholders by
generating strong and sustainable returns to provide
shareholders with regular dividends and the prospect
of capital growth. The Board takes this into
consideration when making the decision to pay
dividends to shareholders. The variable dividend
policy has been enacted, and has resulted in a
dividend yield of 5.3% on opening net asset value.
-- During the year, the decision to publish a Prospectus
was taken, in order to raise more funds for
deployment into new and existing portfolio companies.
The Board carefully considered whether further funds
were required, whether the VCT tests would continue
to be met and whether it would be in the interest of
shareholders, before agreeing to publish the
Prospectus. On allotment, the decision was made to
use different issue prices based on the most recent
published NAVs to ensure there was no dilution to
existing Shareholders.
-- Cash management and liquidity of the Company are key
quarterly discussions amongst the Board, with focus
on deployment of cash for future investments,
dividends and share buy-backs. The Board has
therefore proposed a special resolution at the 2022
AGM to increase the Company's distributable reserves
by way of a reduction of share premium account and
capital redemption reserve. This will provide
flexibility, if it is required, for the Company to
make buy backs and dividend payments. Further details
on this can be found on page 40 of the full Annual
Report and Financial Statements.
------------ ------------------------------------------------------------- -----------------------------------------------------------
Suppliers The key suppliers with regular engagement from the -- The Manager is in regular contact with the suppliers
Manager are: and the contractual arrangements with all the
-- Corporate broker principal suppliers to the Company are reviewed
regularly and formally once a year, alongside the
-- VCT taxation adviser performance of the suppliers in acquitting their
responsibilities.
-- Depositary -- During the year a Management Engagement Committee was
established to review the performance of the
-- Registrar Company's key providers, annually, in line with the
Manager. The review took place during the year, and
-- Auditor the Committee is satisfied with the performance of
the key suppliers. Full Terms of Reference can be
-- Lawyer found on the Company's webpage on the Manger's
website at www.albion.capital/funds/AATG.
------------ ------------------------------------------------------------- -----------------------------------------------------------
Manager The performance of Albion Capital Group LLP is essential -- The Manager meets with the Board at least quarterly
to the long-term success of the Company, including to discuss the performance of the Company, and is in
meeting the investment policy and generating returns regular contact in between these meetings, e.g. to
to shareholders, as well as the impact the Company share investment papers for new and follow-on
has on Environment, Social and Governance issues by investments. All strategic decisions are discussed in
its activities. detail and minuted, with an open dialogue between the
The quality of investment and administration staff Board and the Manager.
and their continuity is an important part of the Management -- The performance of the Manager in managing the
service level to the Company and an area that the portfolio and in providing company secretarial,
Board engages regularly with Albion to ensure that administration and accounting services is reviewed in
the quality continues. detail each year by the Management Engagement
Committee, which includes reviewing comparator
engagement terms and portfolio performance. Further
details on the evaluation of the Manager, and the
decision to continue the appointment of the Manager
for the forthcoming year, can be found in this
report.
-- Following a thorough review by the Management
Engagement Committee, the Board have agreed with the
Manager that the existing management fee, which
includes administration services, and performance
incentive arrangements be reviewed to align the
interests of the Manager and the Company.
Accompanying these accounts is a Circular to
shareholders containing details of the proposed new
management fees and changes to the performance
incentive which, subject to approval by shareholders
at the forthcoming General Meeting, will replace the
existing management arrangements.
-- During the year, the Board has reviewed the current
Management Agreement, and a new agreement was signed
which updated the agreement for new regulatory
requirements, such as GDPR and AIFMD, but did not
change any commercial terms with the Manager.
-- Details of the Manager's responsibilities can be
found in the Statement of corporate governance on
pages 43 and 44 of the full Annual Report and
Financial Statements.
------------ ------------------------------------------------------------- -----------------------------------------------------------
Portfolio The portfolio companies are considered key stakeholders, -- The Board aims to have a diversified portfolio in
companies not least because they are principal drivers of value terms of sector and stage of investment. Further
for the Company. However, as discussed in the Environmental, details of this can be found in the pie charts at the
Social and Governance ("ESG") report on pages 22 to end of this announcement.
24 of the full Annual Report and Financial Statements, -- In most cases, an Albion executive is on the board of
the portfolio companies' impact on their stakeholders a portfolio company, to help with both business
is also important to the Company. operation decisions, as well as good ESG practices.
-- The Manager ensures good dialogue with portfolio
companies, and often holds events to help portfolio
companies benefit from the Albion network.
------------ ------------------------------------------------------------- -----------------------------------------------------------
Community The Company, with no employees, has no effect itself -- The Board receives reports on ESG factors within its
and on the community and environment. However, as discussed portfolio from the Manager. The Manager is a
environment above, the portfolio companies' ESG impact is extremely signatory of the United Nations Principles for
important to the Board. Responsible Investment ("UN PRI"). Further details of
this are set out in the ESG report on pages 22 to 24
of the full Annual Report and Financial Statements.
ESG, without its specific definition, has always been
at the heart of the responsible investing that the
Company engages in and in how the Company conducts
itself with all of its stakeholders.
------------ ------------------------------------------------------------- -----------------------------------------------------------
Environmental, Social, and Governance ("ESG")
The Board and the Company's Manager, Albion Capital Group LLP,
take ESG very seriously and more detail can be found in the ESG
report on pages 22 to 24 of the full Annual Report and Financial
Statements.
Social and community issues, employees and human rights
The Board recognises the requirement under section 414C of the
Companies Act 2006 (the "Act") to detail information about social
and community issues, employees and human rights; including any
policies it has in relation to these matters and the effectiveness
of these policies. As an externally managed investment company with
no employees, the Company has no requirement for formal policies in
these matters, however, it is at the core of its responsible
investment approach as detailed above.
General Data Protection Regulation ("GDPR")
The GDPR has the objective of unifying data privacy requirements
across the European Union and continues to apply in the United
Kingdom after Brexit. The Manager continues to take action to
ensure that the Manager and the Company are compliant with the
regulation.
Further policies
The Company has adopted a number of further policies relating
to:
-- Environment
-- Global greenhouse gas emissions
-- Anti-bribery
-- Anti-facilitation of tax evasion
-- Diversity
These are set out in the Directors' report on page 38 of the
full Annual Report and Financial Statements.
Risk management
The Board carries out a regular review of the risk environment
in which the Company operates, together with changes to the
environment and individual risks. The Board also identifies
emerging risks which might affect the Company. In the year ended 31
December 2021 the most noticeable continuing risk to operational
and investment risk has been the global pandemic which has impacted
not only public health and mobility but also has had an adverse
impact on the economy, the full impact of which is likely to be
uncertain for some time. Inflation has increased which is also
being factored into the risks facing the Company. Since the year
end, geopolitical risk has become heightened, further affecting the
economic outlook. Again, the effects will not be known in the short
term.
The Board has carried out a robust assessment of the Company's
principal risks and uncertainties and seeks to mitigate these risks
through regular reviews of performance and monitoring progress and
compliance. The Board applies the principles detailed in the
Financial Reporting Council's Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting, in the
mitigation and management of these risks. More information on
specific mitigation measures for the principal risks and
uncertainties are explained below:
Risk Possible consequence Risk assessment during the year Risk management
------------------------------------------------------ --------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------------
Investment, performance and valuation risk Investment in smaller unquoted growth businesses carries No change. The Board places reliance on the skills and expertise
a higher degree of risk and is more volatile than of the Manager and its track record of making successful
investing in larger, long-established businesses. investments in higher growth technology businesses.
This could negatively impact shareholder returns. The Manager operates a structured investment appraisal
The Company relies on the judgement and reputation and due diligence process. This includes a review
of the Manager to provide strong investment returns from one external investment professional and comments
and valuations for shareholders. from non-executive Directors of the Company on matters
The Company's investment valuation methodology is discussed at the Investment Committee meetings.
based on fair value, which for smaller unquoted growth Investments are monitored by the Manager, through
businesses can be difficult to determine due to the monthly portfolio updates and typically an investment
lack of observable market data and the limitation manager sitting on portfolio company boards. The Board
of external reference points. receives detailed reports on each investment and their
The Company publishes quarterly net asset values and valuation as part of their quarterly board meetings.
uses the most contemporary net asset values for issuing Review and oversight by non-executive Directors ensures
and buying back shares. that the risk to the Company's and Manager's reputation
is kept to a minimum.
Investments are valued in accordance with the International
Private Equity and Venture Capital Valuation Guidelines,
which represent current best practice for investment
valuation and are reviewed by the Manager's Valuation
Committee.
------------------------------------------------------ --------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------------
VCT approval risk Any breach of section 274 of the Income Tax Act 2007, No change. The Company's VCT qualifying status is monitored monthly
including any legislative changes, could result in by the Manager and quarterly by the Board. The Board
the loss of the Company's HMRC qualifying status and has appointed Philip Hare & Associates LLP as its
tax reliefs for investors. taxation adviser, which independently confirms compliance,
highlights areas of risk and informs on any legislative
changes.
------------------------------------------------------ --------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------------
Regulatory and compliance risk The Company is listed on The London Stock Exchange No change. The Board and the Manager receive regular updates
and is required to comply with the rules of the UK on new regulation, including legislation on the management
Listing Authority, as well as with the Companies Act, of the Company, from its auditor, lawyers and other
Accounting Standards and other legislation. Failure professional bodies. The Company is subject to compliance
to comply with these regulations could result in a checks through the Manager's compliance officer, and
delisting of the Company's shares, or other penalties any issues arising from compliance or regulation are
under the Companies Act or from financial reporting reported to its own board every two months. The Board
oversight bodies. ensures the Company is compliant as part of its quarterly
Board meetings.
The Board reviews the quarterly reports prepared by
Ocorian Depositary (UK) Limited (the Company's Depositary)
to ensure the Manager is adhering to the AIFMD requirements.
------------------------------------------------------ --------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------------
Market value of Ordinary shares The market value of Ordinary shares can fluctuate. No change. The Company operates a share buy-back policy, which
The market value of an Ordinary share, as well as aims to limit the discount at which the Ordinary shares
being affected by its net asset value ("NAV") and trade to around 5 per cent. to NAV, by providing a
prospective NAV, also takes into account its dividend purchaser through the Company in absence of market
yield and prevailing interest rates. As such, the purchasers. From time to time buy-backs cannot be
market value of an Ordinary share may vary considerably applied, for example when the Company is subject to
from its underlying NAV. The market prices of shares a close period, or if it were to exhaust and could
in quoted investment companies can, therefore, be not renew any buyback authorities.
at a discount or premium to the NAV at different times, New Ordinary shares are issued at sufficient premium
depending on supply and demand, market conditions, to NAV to cover the costs of issue and to avoid asset
general investor sentiment and other factors, including value dilution to existing investors.
the ability to exercise share buybacks. Accordingly,
the market price of the Ordinary shares may not fully
reflect their underlying NAV.
------------------------------------------------------ --------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------------
Operational and internal control risk (including cyber The Company relies on a number of third parties, in No change. The Company's operations and IT systems are subject
and data security) particular the Manager, for the provision of investment to rigorous internal controls which are reviewed on
management and administrative functions. Failures a regular basis and reported to the Board.
in key IT systems and controls within the Manager's The Audit and Risk Committee reviews the Internal
business could place assets of the Company at risk, Audit Reports prepared by the Manager's internal auditors
resulting in inaccurate information being passed to (from 2022 Azets) and has access to their internal
the Board or shareholders. This could additionally audit partner of whom it can ask specific detailed
result in losses for the Company and its shareholders. questions to satisfy itself that the Manager has strong
systems and controls in place including those in relation
to risk management, business continuity and cyber
security.
The Board reviews the systems and processes (including
cyber and data security) in place for the Company's
key suppliers to ensure that there is an appropriate
risk mitigation.
------------------------------------------------------ --------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------------
Economic and political risk Events such as the Covid-19 pandemic, the impact of Increased (ongoing Covid-19 uncertainty and the invasion The Company invests in a diversified portfolio of
Brexit, an economic recession, fluctuation in inflation of Ukraine by Russia). circa 60 companies predominantly in the United Kingdom,
and interest rates, or significant political events and has a policy of minimising any external bank borrowings
and economic sanctions could adversely affect the within portfolio companies.
companies within the portfolio and consequently the Exogenous risks over which the Company has no control
Company's net asset value. are always a risk and the Company does what it can
Covid-19 impacts, while lessening, continue to pose to address these risks. The inherent long-term nature
a significant exogenous risk to the Company, the wider of the portfolio, and the closed-ended nature of the
population and economy. Company, help to mitigate exogeneous risks as the
Inflation is now running at levels where it might Company should not be a forced seller of investments.
affect economic prospects. The Board and Manager continuously assess the resilience
Emerging risk of the portfolio as a result of economic and political
Russia's invasion of Ukraine is at an early stage risks, to ascertain where support is required. The
and the effects on the Company, if any, over the medium Company has sufficient cash resources to cope with
term are unknown. Immediate impacts from supply-chain unexpected pressures. Exposure is relatively small
driven inflation have seen material falls in tech to at-risk sectors that include leisure, hospitality,
stock prices in listed markets. An abatement of investor retail and travel. Inflationary factors are taken
appetite to fund the tech sector could be both a risk into account in examining prospective costs and returns
and a threat to the portfolio. in portfolio companies.
The Company's investment policy and the Boards scrutiny
of the investment portfolio ensures that this increased
risk continues to be mitigated where possible.
The Manager monitors the situation closely insofar
as it affects any portfolio company. The Board receives
papers for each new or follow-on investment and can
raise queries covering this situation.
The portfolio is diversified and is invested in UK
based companies with little European exposure.
------------------------------------------------------ --------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------------
Viability statement
In accordance with the FRC UK Corporate Governance Code
published in 2018 and provision 36 of the AIC Code of Corporate
Governance, the Directors have assessed the prospects of the
Company for the three years to 31 December 2024. The Directors
believe that three years is a reasonable period in which they can
assess the ability of the Company to continue to operate and meet
its liabilities as they fall due. This is the period used by the
Board as part of its strategic planning process, which includes:
the estimated timelines for finding, assessing and completing
investments; the potential impact of any new regulations; and the
availability of cash.
The Board has carried out a robust assessment of the principal
and emerging risks facing the Company, including those that could
threaten its business model, future performance, solvency or
liquidity, and focused on the major factors which affect the
economic, regulatory and political environment. The Board also
considered the procedures in place to identify emerging risks and
the risk management processes in place to avoid or reduce the
impact of the underlying risks. The Board carefully assessed, and
was satisfied with, the risk management processes in place to avoid
or reduce the impact of these risks. The Board considers that the
Covid-19 pandemic and the geopolitical risk arising from Russia's
invasion of Ukraine are the largest uncertainties facing the
Company, and thus has carried out robust stress testing of
cashflows which included; assessing the resilience of portfolio
companies, including the requirement for any future financial
support and the ability to fulfil interest requirements on debt
instruments.
The Board assessed the ability of the Company to raise finance
and deploy capital, as well as the existing cash resources of the
Company. The Board has additionally considered the ability of the
Company to comply with the ongoing conditions to ensure it
maintains its VCT qualifying status under its current investment
policy. As a result of the Board's quarterly valuation reviews, it
has concluded that the portfolio is well balanced and geared
towards delivering long term growth and strong returns to
shareholders. In assessing the prospects of the Company, the
Directors have considered the cash flow by looking at the Company's
income and expenditure projections and funding pipeline over the
assessment period of three years and they appear realistic. It is
also satisfied that the Company can maintain its VCT qualifying
status.
Taking into account the processes for mitigating risks,
monitoring costs, implementing share buy-backs and issuance of new
shares, the Manager's compliance with the investment objective,
achievement of the VCT qualifying status, policies and business
model and the balance of the portfolio, the Board has concluded
that there is a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as they fall
due over the three year period to 31 December 2024. The Board is
mindful of the ongoing and emerging risks and will continue to
ensure that appropriate safeguards are in place, in addition to
monitoring the quarterly cashflow forecasts to ensure the Company
has sufficient liquidity.
This Strategic report of the Company for the year ended 31
December 2021 has been prepared in accordance with the requirements
of section 414A of the Companies Act 2006 (the "Act"). The purpose
of this report is to provide shareholders with sufficient
information to enable them to assess the extent to which the
Directors have performed their duty to promote the success of the
Company in accordance with Section 172 of the Act.
On behalf of the Board,
Robin Archibald
Chairman
13 April 2022
Responsibility Statement
In preparing these financial statements for the year to 31
December 2021, the Directors of the Company, being Robin Archibald,
Margaret Payn, Mary Anne Cordeiro and Patrick Reeve, confirm that
to the best of their knowledge:
- summary financial information contained in this announcement
and the full Annual Report and Financial Statements for the year
ended 31 December 2021 for the Company has been prepared in
accordance with United Kingdom Generally Accepted Accounting
Practice (UK Accounting Standards and applicable law) and give a
true and fair view of the assets, liabilities, financial position
and profit or loss of the Company; and
-the Chairman's statement and Strategic report include a fair
review of the development and performance of the business and the
position of the Company, together with a description of the
principal risks and uncertainties it faces.
We consider that the Annual Report and Financial Statements,
taken as a whole, are fair, balanced, and understandable and
provide the information necessary for shareholders to assess the
Company's position, performance, business model and strategy.
A detailed "Statement of Directors' responsibilities" is
contained on page 42 within the full audited Annual Report and
Financial Statements.
On behalf of the Board,
Robin Archibald
Chairman
13 April 2022
Income statement
Year ended 31 December Year ended 31 December
2021 2020
---------------------------------------------------------- ---- -------------------------- --------------------------
Revenue Capital Total Revenue Capital Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------------------------------- ---- ------- ------- -------- ------- ------- --------
Gains on investments 3 - 21,527 21,527 - 1,453 1,453
Investment income 4 1,077 - 1,077 604 - 604
Investment management fee* 5 (235) (2,115) (2,350) (505) (1,516) (2,021)
Other expenses 6 (366) - (366) (347) - (347)
------- ------- -------- ------- ------- --------
Profit/(loss) on ordinary activities before tax 476 19,412 19,888 (248) (63) (311)
Tax charge on ordinary activities 8 - - - - - -
------- ------- -------- ------- ------- --------
Profit/(loss) and total comprehensive income attributable
to shareholders 476 19,412 19,888 (248) (63) (311)
------- ------- -------- ------- ------- --------
Basic and diluted profit/(loss) per share (pence)** 10 0.37 14.93 15.30 (0.22) (0.06) (0.28)
---------------------------------------------------------- ---- ------- ------- -------- ------- ------- --------
*For more information on the allocation of the split between
revenue and capital please see the accounting policies below.
**Adjusted for treasury shares
The accompanying notes form an integral part of these Financial
Statements.
The total column of this Income statement represents the profit
and loss account of the Company. The supplementary revenue and
capital columns have been prepared in accordance with The
Association of Investment Companies' Statement of Recommended
Practice.
Balance sheet
31 December 2021 31 December 2020
Note GBP'000 GBP'000
------------------------------------ ---- ---------------- ----------------
Fixed asset investments 11 90,535 65,152
Current assets
Trade and other receivables 13 2,878 2,038
Cash and cash equivalents 14,361 11,451
---------------- ----------------
17,239 13,489
Total assets 107,774 78,641
Payables: amounts falling due within
one year
Trade and other payables 14 (780) (613)
---------------- ----------------
Total assets less current
liabilities 106,994 78,028
---------------- ----------------
Equity attributable to equity
holders
Called-up share capital 15 1,536 1,307
Share premium 52,687 37,036
Capital redemption reserve 48 48
Unrealised capital reserve 33,469 13,595
Realised capital reserve 18,259 23,617
Other distributable reserve 995 2,425
---------------- ----------------
Total equity shareholders' funds 106,994 78,028
---------------- ----------------
Basic and diluted net asset value
per share (pence)* 16 80.65 69.35
*Excluding treasury shares
The accompanying notes form an integral part of these Financial
Statements.
These Financial Statements were approved by the Board of
Directors, and were authorised for issue on 13 April 2022 and were
signed on its behalf by
Robin Archibald
Chairman
Company number: 04114310
Statement of changes in equity
Called-up Capital Unrealised Realised Other
share Share redemption capital capital distributable
capital premium reserve reserve reserve* reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------------------- --------- ------- ---------- ---------- -------- ------------- --------
As at 1 January 2021 1,307 37,036 48 13,595 23,617 2,425 78,028
Return/(loss) and total comprehensive income for the
year - - - 20,761 (1,349) 476 19,888
Transfer of previously unrealised gains on disposal
of investments - - - (887) 887 - -
Purchase of shares for treasury - - - - - (1,906) (1,906)
Issue of equity 229 16,056 - - - - 16,285
Cost of issue of equity - (405) - - - - (405)
Dividends paid - - - - (4,896) - (4,896)
As at 31 December 2021 1,536 52,687 48 33,469 18,259 995 106,994
----------------------------------------------------- --------- ------- ---------- ---------- -------- ------------- --------
As at 1 January 2020 1,296 34,949 28 13,708 23,567 18,474 92,022
Return/(loss) and total comprehensive income for the
year - - - 1,233 (1,296) (248) (311)
Transfer of previously unrealised gains on disposal
of investments - - - (1,346) 1,346 - -
Purchase of shares for cancellation (20) - 20 - - (1,473) (1,473)
Issue of equity 31 2,138 - - - - 2,169
Cost of issue of equity - (51) - - - - (51)
Dividends paid - - - - - (14,328) (14,328)
As at 31 December 2020 1,307 37,036 48 13,595 23,617 2,425 78,028
----------------------------------------------------- --------- ------- ---------- ---------- -------- ------------- --------
*Included within these reserves are amounts of GBP17,035,000
(2020: GBP26,042,000) which are considered distributable.
Statement of cash flows
Year ended Year ended
31 December 2021 31 December 2020
GBP'000 GBP'000
---------------------------------------- ----------------- -----------------
Cash flow from operating activities
Loan stock income received 674 511
Dividend income received 15 108
Deposit interest received 1 58
Investment management fee paid (2,166) (2,062)
Other cash payments (373) (344)
Corporation tax paid - -
Net cash flow from operating activities (1,849) (1,729)
Cash flow from investing activities
Purchase of current asset investments - (4)
Purchase of fixed asset investments (8,229) (9,158)
Disposal of current asset investments - 1,616
Disposal of fixed asset investments 3,910 1,936
Net cash flow from investing activities (4,319) (5,610)
Cash flow from financing activities
Issue of share capital 15,120 -
Cost of issue of equity (37) (47)
Dividends paid* (4,099) (12,158)
Purchase of own shares (including costs) (1,906) (1,473)
Net cash flow from financing activities 9,078 (13,678)
Increase/(decrease) in cash and cash
equivalents 2,910 (21,017)
Cash and cash equivalents at start of
period 11,451 32,468
----------------- -----------------
Cash and cash equivalents at end of
period 14,361 11,451
*The dividends paid shown in the cash flow are different to the
dividends disclosed in note 9 as a result of the non-cash effect of
the Dividend Reinvestment Scheme.
Notes to the Financial Statements
1. Basis of preparation
The Financial Statements have been prepared in accordance with
applicable United Kingdom law and accounting standards, including
Financial Reporting Standard 102 ("FRS 102"), and with the
Statement of Recommended Practice "Financial Statements of
Investment Trust Companies and Venture Capital Trusts" ("SORP")
issued by The Association of Investment Companies ("AIC"). The
Financial Statements have been prepared on a going concern basis
and further details can be found in the Directors' report on page
36 of the full Annual Report and Financial Statements.
The preparation of the Financial Statements requires management
to make judgements and estimates that affect the application of
policies and reported amounts of assets, liabilities, income and
expenses. The most critical estimates and judgements relate to the
determination of carrying value of investments at fair value
through profit and loss ("FVTPL") in accordance with FRS 102
sections 11 and 12. The Company values investments by following the
International Private Equity and Venture Capital Valuation ("IPEV")
Guidelines as updated in 2018 and further detail on the valuation
techniques used are outlined in note 2 below.
Company information can be found on page 2 of the full Annual
Report and Financial Statements.
2. Accounting policies
Fixed and current asset investments
The Company's business is investing in financial assets with a
view to profiting from their total return in the form of income and
capital growth. This portfolio of financial assets is managed, and
its performance evaluated on a fair value basis, in accordance with
a documented investment policy, and information about the portfolio
is provided internally on that basis to the Board.
In accordance with the requirements of FRS 102, those
undertakings in which the Company holds more than 20 per cent. of
the equity as part of an investment portfolio are not accounted for
using the equity method. In these circumstances the investment is
measured at Fair Value Through Profit and Loss ("FVTPL").
Upon initial recognition (using trade date accounting)
investments, including loan stock, are classified by the Company as
FVTPL and are included at their initial fair value, which is cost
(excluding expenses incidental to the acquisition which are written
off to the Income statement).
Subsequently, the investments are valued at 'fair value', which
is measured as follows:
-- Investments listed on recognised exchanges are valued at their bid prices
at the end of the accounting period or otherwise at fair value based on
published price quotations.
-- Unquoted investments, where there is no active market, are valued using
an appropriate valuation technique in accordance with the IPEV
Guidelines. Indicators of fair value are derived using established
methodologies including earnings multiples, revenue multiples, the level
of third party offers received, cost or prices of recent investment
rounds, net assets and industry valuation benchmarks. Where the price of
recent investment is used as a starting point for estimating fair value
at subsequent measurement dates, this has been benchmarked using an
appropriate valuation technique permitted by the IPEV guidelines.
-- In situations where the cost or price of recent investment is used,
consideration is given to the circumstances of the portfolio company
since that date in determining fair value. This includes consideration of
whether there is any evidence of deterioration or strong definable
evidence of an increase in value. In the absence of these indicators, the
investment in question is valued at the amount reported at the previous
reporting date. Examples of events or changes that could indicate a
diminution include:
-- the performance and/or prospects of the underlying business are
significantly below the expectations on which the investment was
based; or
-- a significant adverse change either in the portfolio company's
business or in the technological, market, economic, legal or
regulatory environment in which the business operates; or
-- market conditions have deteriorated, which may be indicated by a
fall in the share prices of quoted businesses operating in the
same or related sectors.
Investments are recognised as financial assets on legal
completion of the investment contract and are de-recognised on
legal completion of the sale of an investment.
Dividend income is not recognised as part of the fair value
movement of an investment but is recognised separately as
investment income through the other distributable reserve when a
share becomes ex-dividend.
Current assets and payables
Receivables (including debtors due after more than one year),
payables and cash are carried at amortised cost, in accordance with
FRS 102. Debtors due after more than one year meet the definition
of a financing transaction and are held at amortised cost, and
interest will be recognised through capital over the credit period
using the effective interest method. There are no financial
liabilities other than payables.
Investment income
Equity income
Dividend income is included in revenue when the investment is
quoted ex-dividend.
Unquoted loan stock and other preferred income
Fixed returns on non-equity shares and debt securities are
recognised when the Company's right to receive payment and expected
settlement is established. Where interest is rolled up and/or
payable at redemption then it is recognised as income unless there
is reasonable doubt as to its receipt.
Bank interest income
Interest income is recognised on an accruals basis using the
rate of interest agreed with the bank.
Investment management fee, performance incentive fee and
expenses
All expenses have been accounted for on an accruals basis.
Expenses are charged through the other distributable reserve except
the following which are charged through the realised capital
reserve:
-- 90% of management fees and 100% of performance incentive fees, if any,
are allocated to the realised capital reserve. This changed from 75% for
both management fees and performance incentive fees in the year ended 31
December 2020, to better align with the Board's expectation that over the
long term the majority of the Company's investment returns will be in the
form of capital gains. This is a change in accounting estimate and does
not require prior year adjustment.
-- expenses which are incidental to the purchase or disposal of an
investment are charged through the realised capital reserve.
Taxation
Taxation is applied on a current basis in accordance with FRS
102. Current tax is tax payable (refundable) in respect of the
taxable profit (tax loss) for the current period or past reporting
periods using the tax rates and laws that have been enacted or
substantively enacted at the financial reporting date. Taxation
associated with capital expenses is applied in accordance with the
SORP.
Deferred tax is provided in full on all timing differences at
the reporting date. Timing differences are differences between
taxable profits and total comprehensive income as stated in the
Financial Statements that arise from the inclusion of income and
expenses in tax assessments in periods different from those in
which they are recognised in the Financial Statements. As a VCT the
Company has an exemption from tax on capital gains. The Company
intends to continue meeting the conditions required to obtain
approval as a VCT for the foreseeable future. The Company,
therefore, should have no material deferred tax timing differences
arising in respect of the revaluation or disposal of investments
and the Company has not provided for any deferred tax.
Share capital and reserves
Called-up share capital
This accounts for the nominal value of the shares.
Share premium
This accounts for the difference between the price paid for the
Company's shares and the nominal value of those shares, less issue
costs.
Capital redemption reserve
This reserve accounts for amounts by which the issued share
capital is diminished through the repurchase and cancellation of
the Company's own shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at
the year end against cost are included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
-- gains and losses compared to cost on the realisation of investments, or
permanent diminutions in value (including gains recognised on the
realisation of investments where consideration is deferred that are not
distributable as a matter of law);
-- finance income in respect of the unwinding of the discount on deferred
consideration that is not distributable as a matter of law;
-- expenses, together with the related taxation effect, charged in
accordance with the above policies; and
-- dividends paid to equity holders where paid out by capital.
Other distributable reserve
The special reserve, treasury share reserve and the revenue
reserve were combined in 2012 to form a single reserve named "other
distributable reserve".
This reserve accounts for movements from the revenue column of
the Income statement, the payment of dividends, the buy-back of
shares and other non-capital realised movements.
Going concern
The Board has assessed the Company's operation as a going
concern. The Company has sufficient cash and liquid resources, its
portfolio of investments is well diversified in terms of sector,
and the major cash outflows of the Company (namely investments,
buy-backs and dividends) are within the Company's control. Cash
flow forecasts are discussed quarterly at Board level with regards
to going concern. The cash flow forecasts have been updated and
stress tested. Accordingly, after making diligent enquiries, the
Directors have a reasonable expectation that the Company has
adequate resources to continue in operational existence over a
period of at least twelve months from the date of approval of the
Financial Statements. For this reason, the Directors have adopted
the going concern basis in preparing the accounts. The Directors do
not consider there to be any material uncertainty over going
concern.
Dividends
Dividends by the Company are accounted for in the period in
which the liability to make the payment has been established or
approved at the Annual General Meeting.
Segmental reporting
The Directors are of the opinion that the Company is engaged in
a single operating segment of business, being investment in smaller
early stage companies principally based in the UK.
3. Gains/(losses) on investments
Year ended Year ended
31 December 2021 31 December 2020
GBP'000 GBP'000
Unrealised gains on fixed asset
investments 20,761 1,233
Realised gains on fixed asset
investments 448 801
Unwinding of discount on deferred
consideration 318 -
Realised losses on current asset
investments - (581)
21,527 1,453
----------------- -------------------
4. Investment income
Year ended Year ended
31 December 2021 31 December 2020
GBP'000 GBP'000
----------------------
Loan stock interest 1,060 510
Dividend income 15 39
Bank deposit interest 2 55
1,077 604
----------------- -----------------
5. Investment management fees
Year ended Year ended
31 December 2021 31 December 2020
GBP'000 GBP'000
Investment management fee charged to
revenue 235 505
Investment management fee charged to
capital 2,115 1,516
----------------- -----------------
2,350 2,021
----------------- -----------------
Further details of the Management Agreement under which the
investment management fee is paid are given in the Strategic report
above.
During the year, services of a total value of GBP2,350,000
(2020: GBP2,021,000) were purchased by the Company from Albion
Capital Group LLP in respect of management fees. At the financial
year end, the amount due to Albion Capital Group LLP in respect of
these services disclosed as accruals was GBP660,000 (2020:
GBP477,000). The total annual running costs of the Company are
capped at an amount equal to 2.75 per cent. of the Company's net
assets, with any excess being met by Albion Capital Group LLP by
way of a reduction in management fees. During the year, the
management fee was reduced by GBP231,000 as a result of this cap
(2020: GBP78,000).
During the year, the Company was not charged by Albion Capital
Group LLP in respect of Patrick Reeve's services as a Director
(2020: nil).
Albion Capital Group LLP, its partners and staff (including
Patrick Reeve) held 1,215,644 Ordinary shares in the Company as at
31 December 2021. After the year end, Albion Capital Group LLP, its
partners and staff subscribed for new shares under the Albion VCTs
Prospectus Top Up Offers 2021/22 and were issued with 193,878
shares as part of the allotments.
Albion Capital Group LLP is, from time-to-time, eligible to
receive arrangement fees and monitoring fees from portfolio
companies. During the year ended 31 December 2021, fees of
GBP207,000 attributable to the investments of the Company were
received by Albion Capital Group LLP pursuant to these arrangements
(2020: GBP237,000).
The Company has entered into an offer agreement relating to the
Top Up Offers 2021/22 with the Company's Manager, Albion Capital
Group LLP ("Albion"), pursuant to which Albion will receive a fee
of 2.5 per cent. of the gross proceeds of the Offer and out of
which Albion will pay the costs of the Offer, as detailed in the
Prospectus.
6. Other expenses
Year ended Year ended
31 December 2021 31 December 2020
GBP'000 GBP'000
Directors' fees (including NIC) 111 119
Auditor's remuneration for statutory audit services
(excluding VAT) 38 34
Tax services 18 19
Other administrative expenses 199 175
366 347
----------------- -----------------
7. Directors' fees
The amounts paid to and on behalf of the Directors during the
year are as follows:
Year ended Year ended
31 December 2021 31 December 2020
GBP'000 GBP'000
Directors' fees 103 110
National insurance 8 9
----------------- -----------------
111 119
----------------- -----------------
The Company's key management personnel are the non-executive
Directors. Further information regarding Directors' remuneration
can be found in the Directors' remuneration report on pages 49 to
51 of the full Annual Report and Financial Statements.
8. Tax on ordinary activities
Year ended Year ended
31 December 2021 31 December 2020
GBP'000 GBP'000
- -
UK corporation tax charge
----------------- -----------------
Factors affecting the tax charge:
Year ended Year ended
31 December 2021 31 December 2020
GBP'000 GBP'000
Return/(loss) on ordinary activities before taxation 19,888 (311)
----------------- -----------------
Tax charge on profit/(loss) at the average companies
rate of 19% (2020: 19%) 3,779 (59)
Factors affecting the charge:
Non-taxable gains (4,090) (276)
Income not taxable (3) (7)
Excess management expenses carried forward 314 342
- -
----------------- -----------------
The tax charge for the year shown in the Income statement is
lower than the average companies rate of corporation tax in the UK
of 19 per cent. (2020: 19 per cent.). The differences are explained
above.
Notes
(i) Venture Capital Trusts are not subject to corporation tax on
capital gains.
(ii) Tax relief on expenses charged to capital has been
determined by allocating tax relief to expenses by reference to the
applicable corporation tax rate and allocating the relief between
revenue and capital in accordance with the SORP.
(iii) The Company has excess management expenses of GBP7,063,000
(2020: GBP5,407,000) that are available for offset against future
profits. A deferred tax asset of GBP1,766,000 (2020: GBP1,027,000)
has not been recognised in respect of these losses as they will be
recoverable only to the extent that the Company has sufficient
future taxable profits.
9. Dividends
Year ended Year ended
31 December 2021 31 December 2020
GBP'000 GBP'000
-------------------------------------------------------
Special dividend of 9.00p per share paid on 30 October
2020 - 9,942
First interim dividend of 1.73p per share paid on
30 June 2021 (30 June 2020: 2.00p per share) 2,306 2,201
Second interim dividend of 1.95p per share paid on
31 December 2021 (31 December 2020: 1.95p per share) 2,590 2,185
4,896 14,328
----------------- -----------------
In addition to the dividends summarised above, the Board has
declared a first dividend for the year ending 31 December 2022 of
2.02 pence per share. The dividend will be paid on 30 June 2022 to
shareholders on the register on 6 June 2022. The total dividend
will be approximately GBP3,266,000.
10. Basic and diluted return/(loss) per share
Year ended 31 December
Year ended 31 December 2021 2020
Revenue Capital Total Revenue Capital Total
--------------------------------------------------------
Profit/(loss) attributable to equity shares (GBP'000) 476 19,412 19,888 (248) (63) (311)
Weighted average shares in issue (adjusted for treasury
shares) 130,014,383 110,981,864
Return/(loss) attributable per equity share (pence) 0.37 14.93 15.30 (0.22) (0.06) (0.28)
The weighted average number of shares is calculated after
adjusting for treasury shares of 20,904,204 (2020: 18,196,470).
There are no convertible instruments, derivatives or contingent
share agreements in issue, and therefore no dilution affecting the
return/(loss) per share. The basic return/(loss) per share is
therefore the same as the diluted return/(loss) per share.
11. Fixed asset investments
Investments held at fair value through 31 December 2021 31 December 2020
profit or loss GBP'000 GBP'000
------------------------------------------
Unquoted equity and preference shares 70,209 45,891
Quoted equity 936 -
Unquoted loan stock 19,390 19,261
90,535 65,152
---------------- ----------------
31 December 2021 31 December 2020
GBP'000 GBP'000
----------------------------------------------------
Opening valuation 65,152 57,468
Purchases at cost 7,681 10,375
Disposal proceeds (3,893) (4,724)
Realised gains 448 801
Movement in loan stock accrued income 386 (1)
Unrealised gains 20,761 1,233
---------------- ----------------
Closing valuation 90,535 65,152
---------------- ----------------
Movement in loan stock accrued income
Opening accumulated loan stock accrued income 87 88
Movement in loan stock accrued income 386 (1)
---------------- ----------------
Closing accumulated loan stock accrued income 473 87
---------------- ----------------
Movement in unrealised gains
Opening accumulated unrealised gains 13,547 13,727
Transfer of previously unrealised gains to realised
reserve on disposal of investments (887) (1,413)
Movement in unrealised gains 20,761 1,233
---------------- ----------------
Closing accumulated unrealised gains 33,421 13,547
---------------- ----------------
Historic cost basis
Opening book cost 51,518 43,653
Purchases at cost 7,681 10,375
Sales at cost (2,558) (2,510)
Closing book cost 56,641 51,518
---------------- ----------------
Purchases and disposals detailed above do not agree to the
Statement of cash flows due to restructuring of investments,
conversion of convertible loan stock and settlement of receivables
and payables.
Fixed asset investments are valued at fair value in accordance
with the IPEV guidelines as follows:
31 December 2021 31 December 2020
Valuation methodology GBP'000 GBP'000
--------------------------------------------------
Cost and price of recent investment (reviewed for
impairment or uplift) 41,065 30,244
Revenue multiple 20,019 12,507
Third party valuation -- discounted cash flow 9,987 10,937
Discounted offer price 9,137 678
Third party valuation -- earnings multiple 7,017 5,955
Net assets 1,797 2,869
Bid price 936 -
Earnings multiple 577 1,962
90,535 65,152
---------------- ------------------
When using the cost or price of a recent investment in the
valuations, the Company looks to re-calibrate this price at each
valuation point by reviewing progress within the investment,
comparing against the initial investment thesis, assessing if there
are any significant events or milestones that would indicate the
value of the investment has changed and considering whether a
market-based methodology (i.e. using multiples from comparable
public companies) or a discounted cashflow forecast would be more
appropriate.
The main inputs into the calibration exercise, and for the
valuation models using multiples, are revenue, EBITDA and P/E
multiples (based
on the most recent revenue, EBITDA or earnings achieved and
equivalent corresponding revenue, EBITDA or earnings multiples of
comparable companies), quality of earnings assessments and
comparability difference adjustments. Revenue multiples are often
used, rather than EBITDA or earnings, due to the nature of the
Company's investments, being in growth and technology companies
which are not normally expected to achieve profitability or scale
for a number of years. Where an investment has achieved scale and
profitability the Company would normally then expect to switch to
using an EBITDA or earnings multiple methodology.
In the calibration exercise and in determining the valuation for
the Company's equity instruments, comparable trading multiples are
used. In accordance with the Company's policy, appropriate
comparable companies based on industry, size, developmental stage,
revenue generation and strategy are determined and a trading
multiple for each comparable company identified is then calculated.
The multiple is calculated by dividing the enterprise value of the
comparable group by its revenue, EBITDA or earnings. The trading
multiple is then adjusted for considerations such as illiquidity,
marketability and other differences, advantages and disadvantages
between the portfolio company and the comparable public companies
based on company specific facts and circumstances.
Fair value investments had the following re-classifications
between valuation methodologies:
Change in valuation methodology (2020 to 2021) Valuation at 31 December 2021 Explanatory
GBP'000 note
Cost and price of recent investment (reviewed for 6,667 Third party
impairment or uplift) to discounted offer price offers
received
Cost and price of recent investment (reviewed for 4,403 More
impairment or uplift) to revenue multiple appropriate
valuation
methodology
Revenue multiple to discounted offer price 2,018 Third party
offer
received
Net assets to bid price 936 Company
listed on
AIM in
period
The valuation will be the most appropriate valuation methodology
for an investment within its market, with regard to the financial
health of the investment and the IPEV Guidelines. The Directors
believe that, within these parameters, there are no other more
relevant methods of valuation which would be reasonable as at 31
December 2021.
FRS 102 and the SORP requires the Company to disclose the inputs
to the valuation methods applied to its investments measured at
FVTPL in a fair value hierarchy. The table below sets out fair
value hierarchy definitions using FRS102 s.11.27.
Fair value hierarchy Definition
-------------------- ----------------------------------------------------
Level 1 Unadjusted quoted prices in an active market
-------------------- ----------------------------------------------------
Level 2 Inputs to valuations are from observable sources and
are directly or indirectly derived from prices
-------------------- ----------------------------------------------------
Level 3 Inputs to valuations not based on observable market
data
-------------------- ----------------------------------------------------
Quoted investments are valued according to Level 1 valuation
methods. Unquoted equity, preference shares and loan stock are all
valued according to Level 3 valuation methods.
Investments held at fair value through profit or loss (Level 3)
had the following movements:
31 December 2021 31 December 2020
GBP'000 GBP'000
-------------------------------------- ---------------- ----------------
Opening balance 65,152 57,333
Purchases at cost 7,681 10,510
Disposals proceeds (3,893) (4,724)
Movement in loan stock accrued income 386 (1)
Realised gains 448 801
Unrealised gains 20,129 1,233
Transfer to level 1 (304) -
---------------- ----------------
Closing balance 89,599 65,152
---------------- ----------------
The Directors are required to consider the impact of changing
one or more of the inputs used as part of the valuation process to
reasonable possible alternative assumptions. 71 per cent. of the
portfolio of investments, consisting of equity and loan stock, is
based on recent investment price, discounted offer price, net
assets and cost, and as such the Board believes that changes to
reasonable possible alternative input assumptions (by adjusting the
earnings and revenue multiples) for the valuation of the remainder
of the portfolio could lead to a significant change in the fair
value of the portfolio. Therefore, for the remainder of the
portfolio, the Board has adjusted the inputs for a number of the
largest portfolio companies (by value) resulting in a total
coverage of 81 per cent. of the portfolio of investments. The main
inputs considered for each type of valuation are as follows:
Change in
fair value
Change of Change in NAV
Base in investments (pence per
Valuation technique Portfolio company sector Input Case* input (GBP'000) share)
---------------------------------------------- ------------------------------ ------------------ ----- ------ ----------- -----------------
Revenue multiple Software and other technology Revenue multiple 7.0x +0.7x 239 0.18
---------------------------------------------- ------------------------------ ------------------ ----- ------ ----------- -----------------
-0.7x (239) (0.18)
------------------------------------------------------------------------------------------------ ----- ------ ----------- -----------------
Revenue multiple Software and other technology Revenue multiple 6.0x +0.6x 302 0.23
---------------------------------------------- ------------------------------ ------------------ ----- ------ ----------- -----------------
-0.6x (302) (0.23)
------------------------------------------------------------------------------------------------ ----- ------ ----------- -----------------
Third party valuation -- discounted cash flow Renewable energy Discount rate 5.5% +0.25% (240) (0.18)
---------------------------------------------- ------------------------------ ------------------ ----- ------ ----------- -----------------
-0.25% 264 0.20
------------------------------------------------------------------------------------------------ ----- ------ ----------- -----------------
Third party valuation -- earnings multiple Other (including education) Earnings multiple 22.5x +2.25x 400 0.30
---------------------------------------------- ------------------------------ ------------------ ----- ------ ----------- -----------------
-2.25x (400) (0.30)
------------------------------------------------------------------------------------------------ ----- ------ ----------- -----------------
* As detailed in the accounting policies above, the base case is
based on market comparables, discounted where appropriate for
marketability, in accordance with the IPEV guidelines.
The impact of these changes could result in an overall increase
in the valuation of the equity investments by GBP1,205,000 (1.7%)
or a decrease in the valuation of equity investments by
GBP1,181,000 (1.7%).
12. Significant interests
The principal activity of the Company is to select and hold a
portfolio of investments. Although the Company, through the
Manager, will, in some cases, be represented on the Board of the
portfolio company, it will not take a controlling interest or
become involved in the management. The size and structure of the
companies with unquoted securities may result in certain holdings
in the portfolio representing a participating interest without
there being any partnership, joint venture or management consortium
agreement. The investments listed below are held as part of an
investment portfolio and therefore, as permitted by FRS 102 section
14.4B, they are measured at FVTPL and not accounted for using the
equity method.
The Company has interests of greater than 20 per cent. of the
nominal value of any class of the allotted shares in the portfolio
companies as at 31 December 2021 as described below:
Net Result % total
Registered Profit/(loss) before tax (liabilities)/assets for year % class and voting
Company postcode GBP'000 GBP'000 ended share type rights
----------- ------------ ------------------------ --------------------- -------- -------------- -------
31
MHS 1 August
Limited EC1M 5QL, UK (1,017) (9,982) 2021 22.5% Ordinary 22.5%
31
memsstar December 67.3% A
Limited EH3 9EP, UK 1,090 3,534 2020 Ordinary 30.1%
Premier
Leisure 31
(Suffolk) August
Limited EC1M 5QL, UK n/a* (1,506) 2020 25.8% Ordinary 25.8%
The Q
Garden 31
Company August 33.4% A
Limited EC1M 5QL, UK n/a* (4,595) 2020 Ordinary 33.4%
*The company files filleted accounts which does not disclose
this information.
13. Current assets
Trade and other receivables 31 December 2021 31 December 2020
GBP'000 GBP'000
-------------------------------------- ---------------- ----------------
Prepayments and accrued income 25 25
Other receivables 546 1
Deferred consideration under one year 88 111
Deferred consideration over one year 2,219 1,901
2,878 2,038
---------------- ----------------
The deferred consideration over one year relates to the sale of
G.Network Communications Limited in December 2020. These proceeds
are receivable in January 2024, and have been discounted to present
value at the prevailing market rate, including a provision for
counterparty risk. This constitutes a financing transaction and has
been accounted for using the policy disclosed in note 2.
The Directors consider that the carrying amount of receivables
is not materially different to their fair value.
14. Payables: amounts falling due within one year
31 December 2021 31 December 2020
GBP'000 GBP'000
----------------------------- ---------------- ----------------
Trade payables 7 33
Accruals and deferred income 773 580
780 613
---------------- ----------------
The Directors consider that the carrying amount of payables is
not materially different to their fair value.
15. Called-up share capital
Allotted, called-up and fully paid GBP'000
----------------------------------------------------
130,710,891 Ordinary shares of 1 penny each at 31
December 2020 1,307
22,852,406 Ordinary shares of 1 penny each issued
during the year 229
153,563,297 Ordinary shares of 1 penny each at 31
December 2021 1,536
---------------------------------------------------- -------
18,196,470 Ordinary shares of 1 penny each held in
treasury at 31 December 2020 (182)
2,707,734 Ordinary shares of 1 penny each purchased
for treasury during the year (27)
20,904,204 Ordinary shares of 1 penny each held in
treasury at 31 December 2021 (209)
---------------------------------------------------- -------
Voting rights of 132,659,093 Ordinary shares of 1
penny each at 31 December 2021 1,327
---------------------------------------------------- -------
The Company purchased 2,707,734 Ordinary shares to be held in
treasury (2020: 2,031,283 to be cancelled) at a cost of
GBP1,906,000 including stamp duty (2020: GBP1,473,000) during the
year ended 31 December 2021. Total share buy backs in 2021
represents 1.8 per cent. (2020: 1.6 per cent.) of called-up share
capital.
The Company holds a total of 20,904,204 shares (2020:
18,196,470) in treasury representing 13.6 per cent. (2020: 13.9 per
cent.) of the issued Ordinary share capital at 31 December
2021.
Under the terms of the Dividend Reinvestment Scheme, the
following new Ordinary shares of nominal value 1 penny each were
allotted during the year:
Number of Issue price Net
Date of shares Aggregate nominal value of shares (pence per invested Opening market price on allotment date (pence per
allotment allotted (GBP'000) share) (GBP'000) share)
----------
30 June
2021 512,667 5 73.62 360 70.00
31
December
2021 528,039 5 79.21 400 76.00
1,040,706 760
--------- ---------
Under the terms of the Albion VCTs Prospectus Top Up Offers
2020/21, the following new Ordinary shares, of nominal value 1
penny each, were allotted during the year:
Aggregate
nominal Net
Number of value of Issue price consideration
Date of shares shares (pence per received Opening market price on allotment date (pence per
allotment allotted (GBP'000) share) (GBP'000) share)
----------
26
February
2021 2,059,020 21 70.30 1,426 66.00
26
February
2021 520,699 5 70.70 361 66.00
26
February
2021 18,541,660 185 71.10 12,854 66.00
9 April
2021 175,959 2 70.50 122 66.00
9 April
2021 16,384 - 70.80 11 66.00
9 April
2021 497,978 5 71.20 346 66.00
21,811,700 15,120
---------- -------------
16. Basic and diluted net asset value per share
31 December 2021 31 December 2020
(pence per share) (pence per share)
---------------------------------------- ----------------- -----------------
Basic and diluted net asset value per
share 80.65 69.35
----------------- -----------------
The basic and diluted net asset value per share at the year end
is calculated in accordance with the Articles of Association and is
based upon total shares in issue (less treasury shares) of
132,659,093 at 31 December 2021 (2020: 112,514,421).
17. Capital and financial instruments risk management
The Company's capital comprises Ordinary shares as described in
note 15. The Company is permitted to buy back its own shares for
cancellation or treasury purposes, and this is described in more
detail in the Chairman's statement above.
The Company's financial instruments comprise equity and loan
stock investments in quoted and unquoted companies, cash balances,
receivables and payables which arise from its operations. The main
purpose of these financial instruments is to generate cash flow and
revenue and capital appreciation for the Company's operations. The
Company has no gearing or other financial liabilities apart from
short term payables. The Company does not use any derivatives for
the management of its Balance sheet.
The principal financial risks arising from the Company's
operations are:
-- investment (or market) risk (which comprises investment price and cash
flow interest rate risk);
-- credit risk; and
-- liquidity risk.
The Board regularly reviews and agrees policies for managing
each of these risks. There have been no changes in the nature of
the risks that the Company has faced during the past year, and
apart from where noted below, there have been no changes in the
objectives, policies or processes for managing risks during the
past year. The key risks are summarised below.
Investment risk
As a Venture Capital Trust, it is the Company's specific nature
to evaluate and control the investment risk of its portfolio in
quoted and unquoted investments, details of which are shown on
pages 28 to 30 of the full Annual Report and Financial Statements.
Investment risk is the exposure of the Company to the revaluation
and devaluation of investments. The main driver of investment risk
is the operational and financial performance of the portfolio
company and the dynamics of market quoted comparators. The Manager
receives management accounts from portfolio companies, and members
of the investment management team often sit on the boards of
unquoted portfolio companies; this enables the close
identification, monitoring and management of investment risk.
The Manager and the Board formally review investment risk (which
includes market price risk), both at the time of initial investment
and at quarterly Board meetings.
The Board monitors the prices at which sales of investments are
made to ensure that profits to the Company are maximised, and that
valuations of investments retained within the portfolio appear
sufficiently prudent and realistic compared to prices being
achieved in the market for sales of quoted and unquoted
investments.
The maximum investment risk as at the Balance sheet date is the
value of the fixed asset investment portfolio which is
GBP90,535,000 (2020: GBP65,152,000). Fixed asset investments form
85 per cent. of the net asset value as at 31 December 2021 (2020:
83 per cent.).
More details regarding the classification of fixed asset
investments are shown in note 11.
Investment price risk
Investment price risk is the risk that the fair value of future
investment cash flows will fluctuate due to factors specific to an
investment instrument or to a market in similar instruments. As a
Venture Capital Trust, the Company invests in accordance with the
investment policy set out above. The management of risk within the
venture capital portfolio is addressed through careful investment
selection, by diversification across different industry segments,
by maintaining a wide spread of holdings in terms of financing
stage and by limitation of the size of individual holdings. The
Directors monitor the Manager's compliance with the investment
policy, review and agree policies for managing this risk and
monitor the overall level of risk on the investment portfolio on a
regular basis.
Valuations are based on the most appropriate valuation
methodology for an investment within its market, with regard to the
financial health of the investment and the IPEV Guidelines. Details
of the industries in which investments have been made are contained
in the Portfolio of investments section on pages 28 to 30 of the
full Annual Report and Financial Statements and in the Strategic
report.
As required under FRS 102 the Board is required to illustrate by
way of a sensitivity analysis the extent to which the assets are
exposed to market risk. The Board considers that the value of the
fixed asset investment portfolio is sensitive to a change of 10%
based on the current economic climate. The impact of a 10% change
has been selected as this is considered reasonable given the
current level of volatility observed. When considering the
appropriate level of sensitivity to be applied, the Board has
considered both historic performance and future expectations.
The sensitivity of a 10% increase or decrease in the valuation
of the fixed asset investment portfolio (keeping all other
variables constant) would increase or decrease the net asset value
and return for the year by GBP9,054,000. Further sensitivity
analysis on fixed asset investments is included in note 11.
Interest rate risk
The Company is exposed to fixed and floating rate interest rate
risk on its financial assets. On the basis of the Company's
analysis, it was estimated that a rise of 1% in all interest rates
would have increased the profit before tax for the year by
approximately GBP129,000 (2020: GBP232,000). Furthermore, it was
considered that a fall of interest rates below current levels
during the year would have been very unlikely.
The weighted average effective interest rate applied to the
Company's unquoted loan stock during the year was approximately 7.1
per cent. (2020: 3.2 per cent.). The weighted average period to
maturity for the unquoted loan stock is approximately 3.4 years
(2020: 3.9 years).
The Company's financial assets and liabilities, all denominated
in pounds sterling, consist of the following:
31 December 2021 31 December 2020
Floating rate Non-interest bearing Total Floating rate Non-interest bearing Total
Fixed rate GBP'000 GBP'000 GBP'000 GBP'000 Fixed rate GBP'000 GBP'000 GBP'000 GBP'000
-------------
Unquoted
equity - - 70,209 70,209 - - 45,891 45,891
Quoted equity - - 936 936 - - - -
Unquoted loan
stock 18,700 - 690 19,390 18,297 - 964 19,261
Receivables* - - 2,853 2,853 - - 2,013 2,013
Current
liabilities - - (780) (780) - - (613) (613)
Cash - 14,361 - 14,361 - 11,451 - 11,451
------------------- ------------- -------------------- -------- ------------------- ------------- -------------------- --------
Total 18,700 14,361 73,908 106,969 18,297 11,451 48,255 78,003
------------------- ------------- -------------------- -------- ------------------- ------------- -------------------- --------
*The receivables do not reconcile to the Balance sheet as
prepayments are not included in the above table.
Credit risk
Credit risk is the risk that the counterparty to a financial
instrument will fail to discharge an obligation or commitment that
it has entered into with the Company. The Company is exposed to
credit risk through its receivables, investment in unquoted loan
stock, and through the holding of cash on deposit with banks.
The Manager evaluates credit risk on loan stock prior to
investment, and as part of its ongoing monitoring of investments.
In doing this, it takes into account the extent and quality of any
security held. For loan stock investments made prior to 6 April
2018, which account for 58.6 per cent. of loan stock value,
typically loan stock instruments will have a fixed or floating
charge, which may or may not be subordinated, over the assets of
the portfolio company in order to mitigate the gross credit
risk.
The Manager receives management accounts from portfolio
companies, and members of the investment management team sit on the
boards of unquoted portfolio companies; this enables the close
identification, monitoring and management of investment specific
credit risk.
The Manager and the Board formally review credit risk (including
receivables) and other risks, both at the time of initial
investment and at quarterly Board meetings.
The Company's total gross credit risk as at 31 December 2021 was
limited to GBP19,390,000 (2020: GBP19,261,000) of unquoted loan
stock instruments, GBP14,361,000 (2020: GBP11,451,000) cash
deposits with banks and GBP2,878,000 (2020: GBP2,038,000) of other
receivables.
At the Balance sheet date, the cash and cash equivalents held by
the Company were held with Lloyds Bank plc, Scottish Widows Bank
plc (part of Lloyds Banking Group), Barclays Bank plc, Société
Générale S.A. and National Westminster Bank plc. Credit risk on
cash transactions was mitigated by transacting with counterparties
that are regulated entities subject to prudential supervision, with
high credit ratings assigned by international credit-rating
agencies.
The Company has an informal policy of limiting counterparty
banking and floating rate note exposure to a maximum of 20 per
cent. of net asset value for any one counterparty.
The credit profile of unquoted loan stock is described under
liquidity risk below.
Liquidity risk
Liquid assets are held as cash on current account, on deposit,
in bonds or short term money market account. Under the terms of its
Articles, the Company has the ability to borrow up to 10 per cent.
of its adjusted capital and reserves of the latest published
audited Balance sheet, which amounts to GBP10,373,000 as at 31
December 2021 (2020: GBP7,572,000).
The Company has no committed borrowing facilities as at 31
December 2021 (2020: GBPnil). The Company had cash balances of
GBP14,361,000 (2020: GBP11,451,000). The main cash outflows are for
new investments, share buy-backs and dividend payments, which are
within the control of the Company. The Manager formally reviews the
cash requirements of the Company on a monthly basis, and the Board
on a quarterly basis as part of its review of management accounts
and forecasts. All the Company's financial liabilities are short
term in nature and total GBP780,000 as at 31 December 2021 (2020:
GBP613,000).
The carrying value of loan stock investments analysed by
expected maturity dates is as follows:
31 December 2021 31 December 2020
Redemption Fully performing Valued below cost Past due Total Fully performing Valued below cost Past due Total
date GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-----------
Less than
one year 4,436 2,746 620 7,802 2,266 2,341 1,673 6,280
1-2 years 195 1 - 196 2,036 26 79 2,141
2-3 years 3,571 6 64 3,641 195 92 - 287
3-5 years 4,525 - - 4,525 7,012 - 65 7,077
5+ years 2,871 - 355 3,226 3,097 - 379 3,476
---------------- ----------------- -------- -------- ---------------- ----------------- -------- --------
Total 15,598 2,753 1,039 19,390 14,606 2,459 2,196 19,261
---------------- ----------------- -------- -------- ---------------- ----------------- -------- --------
Loan stock can be past due as a result of interest or capital
not being paid in accordance with contractual terms.
The cost of loan stock investments valued below cost is
GBP3,743,000 (2020: GBP3,033,000).
The Company does not hold any assets as the result of the
enforcement of security during the period and believes that the
carrying values for both those valued below cost and past due
assets are covered by the value of security held for these loan
stock investments.
In view of the factors identified above, the Board considers
that the Company is subject to low liquidity risk.
Fair values of financial assets and financial liabilities
All the Company's financial assets and liabilities as at 31
December 2021 are stated at fair value as determined by the
Directors, with the exception of receivables (including debtors due
after more than one year), payables and cash which are carried at
amortised cost, in accordance with FRS 102. There are no financial
liabilities other than payables. The Company's financial
liabilities are all non-interest bearing. It is the Directors'
opinion that the book value of the financial liabilities is not
materially different to the fair value and all are payable within
one year.
18. Commitments and contingencies
The Company had no financial commitments in respect of
investments as at 31 December 2021 (2020: nil).
There were no contingent liabilities or guarantees given by the
Company as at 31 December 2021 (2020: nil).
19. Post balance sheet events
Since 31 December 2021 the Company has had the following
material post balance sheet events:
-- Disposal of Credit Kudos Limited for proceeds of GBP4,697,000;
-- Disposal of Phrasee Limited for proceeds of GBP2,046,000;
-- Disposal of MyMeds&Me Limited for proceeds of GBP1,467,000;
-- Investment of GBP953,000 in an existing portfolio company, Black Swan
Data Limited;
-- Investment of GBP877,000 in an existing portfolio company, TransFICC
Limited;
-- Investment of GBP849,000 in an existing portfolio company, Cantab
Research Limited (T/A Speechmatics); and
-- Investment of GBP546,000 in a new portfolio company, PerchPeek Limited.
Since 31 December 2021, the Company issued the following new
Ordinary shares of nominal value 1 penny each under the Albion
VCTs' Prospectus Top Up Offers 2021/22:
Number of Aggregate nominal
Date of allotment shares value of shares Issue price Net consideration received Opening market price on allotment date
allotted (GBP'000) (pence per share) (GBP'000) (pence per share)
--------------------
25 February 2022 1,308,032 13 81.90 1,055 77.00
25 February 2022 443,854 4 82.30 358 77.00
25 February 2022 12,172,712 122 82.80 9,828 77.00
31 March 2022 14,154,989 142 82.80 11,428 77.00
11 April 2022 170,608 2 81.90 138 77.00
11 April 2022 13,972 - 82.30 11 77.00
11 April 2022 737,806 7 82.80 596 77.00
29,001,973 290 23,414
---------- ----------------- --------------------------
20. Related party transactions
Other than transactions with the Manager as disclosed in note 5,
the Directors' remuneration disclosed in the Directors'
remuneration report on pages 49 to 51 of the full Annual Report and
Financial Statements, and that disclosed above, there are no other
related party transactions requiring disclosure.
21. Other Information
The information set out in this announcement does not constitute
the Company's statutory accounts within the terms of Section 434 of
the Companies Act 2006 for the years ended 31 December 2021 and 31
December 2020, and is derived from the statutory accounts for those
financial years, which have been, or in the case of the accounts
for the year ended 31 December 2021, which will be, delivered to
the Registrar of Companies. The Auditor reported on those accounts;
the reports were unqualified and did not contain a statement under
Section 498 (2) or (3) of the Companies Act 2006.
22. Publication
The full audited Annual Report and Financial Statements are
being sent to shareholders and copies will be made available to the
public at the registered office of the Company, Companies House,
the National Storage Mechanism and also electronically at
www.albion.capital/funds/AATG, where the Report can be accessed as
a PDF document via a link in the 'Financial Reports and Circulars'
section.
Attachment
-- Split of Portfolio by sector, stage of investment and number of employees
https://ml-eu.globenewswire.com/Resource/Download/e882dbb6-31e3-4d56-b539-90a682de3ecf
(END) Dow Jones Newswires
April 13, 2022 07:12 ET (11:12 GMT)
Copyright (c) 2022 Dow Jones & Company, Inc.
Albion Technology & Gene... (LSE:AATG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Albion Technology & Gene... (LSE:AATG)
Historical Stock Chart
From Apr 2023 to Apr 2024
