TIDMAAVC
Albion Venture Capital Trust PLC
LEI Code: 213800JKELS32V2OK421
As required by the UK Listing Authority's Disclosure Guidance
and Transparency Rule 4.2, Albion Venture Capital Trust PLC today
makes public its information relating to the Half-yearly Financial
Report (which is unaudited) for the six months to 30 September
2021. This announcement was approved by the Board of Directors on 1
December 2021.
The full Half-yearly Financial Report (which is unaudited) for
the period to 30 September 2021 will shortly be sent to
shareholders and will be available on the Albion Capital Group LLP
website by clicking
https://www.globenewswire.com/Tracker?data=Nnw3jQo008V8g2i_LoT568cGn5I6LxsHQ846GIMdJ5dLd2xRmj4pApYJjBmVQkyjIM2yhOE3shrIbJliuQDcYd93tl44ABFFaCqA6undOY5gA2piMWb1e_mIbSatoG30dwUeg3AUPwXZbz6zYucLnVm4rFYgUIsNEi1q9t-9xtg=
www.albion.capital/funds/AAVC/30Sep2021.pdf.
Investment policy
Albion Venture Capital Trust PLC (the "Company") is a venture
capital trust and the investment policy is intended to produce a
regular and predictable dividend stream with an appreciation in
capital value.
The Company will invest in a broad portfolio of smaller,
unquoted growth businesses across a variety of sectors including
higher risk technology companies. Investments may take the form of
equity or a mixture of equity and loans.
Allocation of funds will be determined by the investment
opportunities which become available but efforts will be made to
ensure that the portfolio is diversified both in terms of sector
and stage of maturity of company. Funds held pending investment or
for liquidity purposes will be held as cash on deposit.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses
within venture capital trust qualifying industry sectors. The
maximum amount which the Company will invest in a single portfolio
company is 15 per cent. of the Company's assets at cost, thus
ensuring a spread of investment risk. The value of an individual
investment may increase over time as a result of trading progress
and it is possible that it may grow in value to a point where it
represents a significantly higher proportion of total assets prior
to a realisation opportunity being available.
Gearing
The Company's maximum exposure in relation to gearing is
restricted to 10 per cent. of the adjusted share capital and
reserves.
Financial calendar
Record date for second special dividend 10 December 2021
Payment date of second special dividend 31 December 2021
Record date for second interim dividend 7 January 2022
Payment date of second interim dividend 31 January 2022
Financial year end 31 March
Financial highlights
Unaudited six months ended 30 September 2021 (pence Unaudited six months ended 30 September 2020 (pence Audited year ended 31 March 2021
per share) per share) (pence per share)
Opening
net asset
value 73.13 70.13 70.13
Capital
return 2.47 1.48 5.64
Revenue
return 0.05 0.43 1.46
----------- ------------ --------
Total
return 2.52 1.91 7.10
Impact
from
share
capital
movements (0.02) 0.05 0.14
Dividends
paid (16.83) (2.50) (4.24)
---------------------------------------- --------------------------------------- ------------------------
Net asset
value 58.80 69.59 73.13
---------- ----------------------------------------------------- ----------------------------------------------------- ----------------------------------
Total dividends paid to 30 September 2021 180.87
Net asset value as at 30 September 2021 58.80
------
Total shareholder value to 30 September 2021 239.67
--------------------------------------------- ------
A more detailed breakdown of the dividends paid per year can be
found at
https://www.globenewswire.com/Tracker?data=Nnw3jQo008V8g2i_LoT568cGn5I6LxsHQ846GIMdJ5d9T9rxUcEcW66Wa60Edsv0WY3DIvdO1WahueN8vnz55VD4PjXrRxSAq3sqBX_g22sLd2aRDbTQb5HDdz8Fb3N8
www.albion.capital/funds/AAVC under the 'Dividend History'
section.
The financial summary above is for the Company, Albion Venture
Capital Trust PLC Ordinary shares only. Details of the financial
performance of the C shares and Albion Prime VCT PLC, which have
been merged into the Company, can be found on the Company's webpage
at
https://www.globenewswire.com/Tracker?data=Nnw3jQo008V8g2i_LoT568cGn5I6LxsHQ846GIMdJ5cUdMKLqod__MTuI2gv4P5_QQMkvl7jDtXz5mXp4JKz4OrnMqA0BTq98SQy9NfZggq44n0K8pFbbvNpy3sVOLAt
www.albion.capital/funds/AAVC under the 'Financial summary for
previous funds' section.
The Directors have declared a second interim dividend of 1.47
pence per share for the year ending 31 March 2022, which will be
paid on 31 January 2022 to shareholders on the register on 7
January 2022.
The Board has also declared a second special dividend of 7.00
pence per share, which will be paid on 31 December 2021 to
shareholders on the register on 10 December 2021. Further details
can be found in the Interim management report below.
Interim management report
Introduction
I am pleased to report a total return of 2.52 pence per share
for the six months to 30 September 2021, which represents a 3.4%
uplift on the opening net asset value. Following the payment of the
first special dividend of 15.00 pence per share and the first
interim dividend of 1.83 pence per share paid to shareholders on 30
July 2021, the net asset value ("NAV") at 30 September 2021 was
58.80 pence per share (31 March 2021: 73.13p). Our portfolio
companies continue to show resilience and their growth demonstrates
the value they provide to their customers.
Valuation and results
The gain on investments for the six months to 30 September 2021
was GBP2.9 million compared to GBP1.9 million for the same period
in the previous year. The key movements in the period include: a
GBP0.9 million uplift in the valuation of Credit Kudos,
demonstrating the value of its software platform; and a GBP0.6
million uplift in the valuation of Elliptic Enterprises, supported
by an externally led Series C fundraising that raised $60 million.
We have also seen many of our other portfolio companies performing
well. For example, Arecor Therapeutics listed onto the AIM stock
exchange during the period and its share price has since increased
by 85% leading to an increase in value of GBP0.5 million. The
renewable energy portfolio continues to be a strong source of
income for the Company, although electricity generation has been
impacted by unfavourable weather conditions, the effect of which
has been tempered by higher electricity prices and rising
inflation. Our school investment, Radnor House in Sevenoaks, has
seen an uplift of GBP0.5 million following the completion of an
updated third-party valuation. In general, it is reassuring and
encouraging to see many of our portfolio companies trading strongly
as we navigate out of the pandemic.
However, there have also been some write-downs in our portfolio,
particularly Avora (GBP0.3 million) and Xperiome (GBP0.2 million)
due to slower growth than hoped.
Further details of the portfolio of investments can be found
below.
Dividends
In line with our dividend policy targeting a dividend around 5%
of NAV per annum the Company paid a first interim dividend of 1.83
pence per share during the period to 30 September 2021 (30
September 2020: 2.50 pence per share). As noted above, the Company
also paid a special dividend of 15.00 pence per share alongside the
first interim dividend.
The Company will pay a second interim dividend for the financial
year ending 31 March 2022 of 1.47 pence per share on 31 January
2022 to shareholders on the register on 7 January 2022, being 2.5%
of the 30 September 2021 NAV.
As indicated in the Chairman's statement in the Annual Report
and Financial Statements, as a result of the additional liquidity
generated from the sale of the Company's care homes in March 2021
and the requirement to maintain the Company's qualifying VCT
status, the Board declare a second special dividend of 7.00 pence
per share. This will be paid on 31 December 2021 to shareholders on
the register on 10 December 2021.
This will result in special dividends paid for the year ending
31 March 2022 totaling 22.00 pence per share, representing 30.1% of
opening NAV, and interim dividends paid totaling 3.30 pence per
share, representing 4.5% of opening NAV.
Dividend Reinvestment Scheme ("DRIS")
The Company continues to offer a DRIS whereby shareholders can
elect to receive dividends in the form of new shares. Shareholders
not currently in the DRIS have the option to elect to have their
dividends reinvested into new shares through the DRIS by logging
into their account at
https://www.globenewswire.com/Tracker?data=Nnw3jQo008V8g2i_LoT563yxxKExLtLitiQbynmXKcGo8PIIpUD8K_H3zpu6F-nDjjfNbooO4PjBzwI3ZKfIznOQvpDEakw_LKIo-a9I=
www.investorcentre.co.uk. Please note that shareholders who hold
their shares in CREST will need to contact their CREST service
provider.
The terms and conditions for the DRIS can be found on the
Company's webpage on the Manager's website at
https://www.globenewswire.com/Tracker?data=Nnw3jQo008V8g2i_LoT568cGn5I6LxsHQ846GIMdJ5dtImba0oI5H84ApcmqX7KEfLUnQhc6BWB6gCx4PG_JdU4iVxPk06uvuymKsTly4UCQUXQbFr8tXu8QnHKaxKkK
www.albion.capital/funds/AAVC under the 'Fund reports' section.
Investment activity
During the period the Company has invested GBP3.5 million into
new and existing portfolio companies, with new investments
comprising:
-- GBP0.8 million in Gravitee Topco Limited (trading as Gravitee.io), an
application programming interface (API) management platform;
-- GBP0.7 million in NuvoAir AB, a provider of digital therapeutics and
decentralised clinical trials for respiratory conditions;
-- GBP0.6 million in Brytlyt Limited, which uses patented software and AI,
combined with the superior computation power of graphics processing units
(GPUs), to derive insights thousands of times faster than legacy systems;
and
-- GBP0.3 million in Accelex Technology Limited, a provider of data
extraction and analytics technology for private capital markets.
A further GBP1.1 million was invested in existing portfolio
companies, the largest being GBP0.6 million into uMotif, to support
the business as it continues to develop its electronic patient
report platform for clinical trials.
Investment portfolio by sector
The pie chart at the end of this announcement shows the
different sectors in which the Company's assets, at carrying value,
were invested at 30 September 2021.
Share buy-backs
It remains the Board's primary objective to maintain sufficient
resources for investment in new and existing portfolio companies
and for the continued payment of dividends to shareholders. 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.
Transactions with the Manager
Details of the transactions that took place with the Manager
during the period can be found in note 5. There are no other
related party transactions or balances that require disclosure.
Principal risks and uncertainties
The longer term implications of the Covid-19 crisis is the key
risk facing the Company, including its impact on the UK and Global
economies. In accordance with DTR 4.2.7, the Board confirms that
the principal risks and uncertainties facing the Company have not
materially changed from those identified in the Annual Report and
Financial Statements for the year ended 31 March 2021. The Covid-19
pandemic has created heightened uncertainty, but has not changed
the nature of the principal risks. The Board considers that the
present processes for mitigating those risks remain
appropriate.
The principal risks faced by the Company are:
-- Investment, performance and valuation risk;
-- VCT approval risk;
-- Regulatory and compliance risk;
-- Operational and internal control risk;
-- Economic, political and social risk;
-- Emerging risks;
-- Market value of Ordinary shares; and
-- Reputational risk.
A detailed explanation of the principal risks facing the Company
can be found in the Annual Report and Financial Statements for the
year ended 31 March 2021 on pages 18 to 20, copies of which are
available on the Company's webpage on the Manager's website at
https://www.globenewswire.com/Tracker?data=Nnw3jQo008V8g2i_LoT568cGn5I6LxsHQ846GIMdJ5ds1ontNZaecHdBWxVkcYTYb8wBMVJGc1Ylx3-_xChQkPo9Iv735yFJVMO4FtS6tKa62p_FhWrto42DLCiGy9qN
www.albion.capital/funds/AAVC under the 'Financial Reports and
Circulars' section.
Albion VCTs Top Up Offers
Your Board, in conjunction with the boards of the other five
VCTs managed by Albion Capital Group LLP, has announced to the
market the intention of the VCTs to launch prospectus top up offers
of new ordinary shares for subscription in the 2021/2022 and
2022/2023 tax years. The prospectus is expected to be published in
early January 2022, with more information available at
https://www.globenewswire.com/Tracker?data=Nnw3jQo008V8g2i_LoT562jc1hbR2_rkirfLlvKO8GLo5vQLTT-YHGqtQMsRicnACJoDg4bdGn1wWRAGpIt8uWWLl9BDuJONiaCe6VlCR4I=
www.albion.capital.
The proceeds will be used to provide support to our existing
portfolio companies and to enable us to take advantage of new and
exciting investment opportunities as they arise, four of which are
detailed above.
To ensure efficient Shareholder communication the Board is
actively encouraging Shareholders who are currently receiving hard
copy information to change their preferences to electronic
communications. There are many reasons why we think this is the
right thing to do including being more environmentally friendly,
less human contact, and speed including the immediacy of getting
information to you regarding the Company and new Offers.
Shareholders can sign up for e-Comms by going to:
https://www.globenewswire.com/Tracker?data=Nnw3jQo008V8g2i_LoT563yxxKExLtLitiQbynmXKcHbWsh5cXd5Ee3C_uGwV9ekmWbbnCslXbVwmdFJLHTzjbq1uXtw2-pgi3cMsNW0V-z6riyhS6XHUAtPME81xBgY
www.investorcentre.co.uk/ecomms.
Outlook and prospects
The Board is encouraged by the performance of the portfolio as a
whole and the prospects for its portfolio companies. The pipeline
of new and follow on investments continues to remain strong,
demonstrated by the GBP3.5 million invested in the first six months
of the year, and the investment focus on growth and technology
businesses provides the opportunity to continue to generate
shareholder value over the medium to long term.
Richard Glover
Chairman
1 December 2021
Responsibility statement
The Directors Richard Glover, John Kerr, Ann Berresford and
Richard Wilson are responsible for preparing the Half-yearly
Financial Report. In preparing these condensed Financial Statements
for the period to 30 September 2021 we, the Directors of the
Company, confirm that to the best of our knowledge:
(a) the condensed set of Financial Statements, which has been
prepared in accordance with Financial Reporting Standard 104
"Interim Financial Reporting", give a true and fair view of the
assets, liabilities, financial position and profit and loss of the
Company as required by DTR 4.2.4R;
(b) the Interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year); and
(c) the Interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
This Half-yearly Financial Report has not been audited or
reviewed by the Auditor.
For and on behalf of the Board
Richard Glover
Chairman
1 December 2021
Portfolio of investments
Change in
Fixed asset % voting value for the period**
investments rights As at 30 September 2021 GBP'000
---------------------- --------
Cumulative
movement
Cost* in value Value
GBP'000 GBP'000 GBP'000
---------------------- --------
Chonais River Hydro
Limited 9.2 3,074 1,065 4,139 (132)
---------------------- -------- -------- ---------- -------- -----------------------
Radnor House School
(TopCo) Limited 6.9 1,259 1,367 2,626 453
---------------------- -------- -------- ---------- -------- -----------------------
The Evewell Group
Limited 5.2 1,272 783 2,055 (20)
---------------------- -------- -------- ---------- -------- -----------------------
Elliptic Enterprises
Limited 1.6 1,244 624 1,868 624
---------------------- -------- -------- ---------- -------- -----------------------
Gharagain River Hydro
Limited 11.5 1,363 377 1,740 (54)
---------------------- -------- -------- ---------- -------- -----------------------
Cantab Research
Limited (T/A
Speechmatics) 2.8 1,144 565 1,709 565
---------------------- -------- -------- ---------- -------- -----------------------
Credit Kudos Limited 2.7 584 897 1,481 897
---------------------- -------- -------- ---------- -------- -----------------------
Phrasee Limited 2.3 538 862 1,400 -
---------------------- -------- -------- ---------- -------- -----------------------
Threadneedle Software
Holdings Limited (T/A
Solidatus) 2.1 1,262 - 1,262 -
---------------------- -------- -------- ---------- -------- -----------------------
The Street by Street
Solar Programme
Limited 6.5 676 514 1,190 12
---------------------- -------- -------- ---------- -------- -----------------------
uMotif Limited 4.0 1,078 35 1,113 -
---------------------- -------- -------- ---------- -------- -----------------------
Beddlestead Limited 9.1 1,142 (58) 1,084 278
---------------------- -------- -------- ---------- -------- -----------------------
Healios Limited 2.4 678 339 1,017 -
---------------------- -------- -------- ---------- -------- -----------------------
Concirrus Limited 1.9 975 - 975 -
---------------------- -------- -------- ---------- -------- -----------------------
Seldon Technologies
Limited 4.6 902 - 902 -
---------------------- -------- -------- ---------- -------- -----------------------
Alto Prodotto Wind
Limited 7.4 530 330 860 (21)
---------------------- -------- -------- ---------- -------- -----------------------
MHS 1 Limited 14.8 1,026 (168) 858 (58)
---------------------- -------- -------- ---------- -------- -----------------------
Arecor Therapeutics
PLC (previously
Arecor Limited) 0.7 249 576 825 469
---------------------- -------- -------- ---------- -------- -----------------------
Gravitee TopCo Limited
(T/A Gravitee.io) 3.7 813 - 813 -
---------------------- -------- -------- ---------- -------- -----------------------
NuvoAir Holdings Inc. 2.4 741 - 741 -
---------------------- -------- -------- ---------- -------- -----------------------
The Voucher Market
Limited (T/A WeGift) 1.8 735 - 735 -
---------------------- -------- -------- ---------- -------- -----------------------
Regenerco Renewable
Energy Limited 4.5 451 276 727 1
---------------------- -------- -------- ---------- -------- -----------------------
Brytlyt Limited 3.4 577 - 577 -
---------------------- -------- -------- ---------- -------- -----------------------
Limitless Technology
Limited 1.8 471 47 518 -
---------------------- -------- -------- ---------- -------- -----------------------
Imandra Inc. 1.3 175 261 436 261
---------------------- -------- -------- ---------- -------- -----------------------
Erin Solar Limited 18.6 520 (100) 420 (28)
---------------------- -------- -------- ---------- -------- -----------------------
Dragon Hydro Limited 7.3 264 147 411 (26)
---------------------- -------- -------- ---------- -------- -----------------------
uMedeor Limited (T/A
uMed) 3.2 334 - 334 -
---------------------- -------- -------- ---------- -------- -----------------------
Accelex Technology
Limited 3.6 324 - 324 -
---------------------- -------- -------- ---------- -------- -----------------------
AVESI Limited 7.4 242 81 323 (1)
---------------------- -------- -------- ---------- -------- -----------------------
Harvest AD Limited - 307 (2) 305 (8)
---------------------- -------- -------- ---------- -------- -----------------------
TransFICC Limited 1.9 286 - 286 -
---------------------- -------- -------- ---------- -------- -----------------------
Greenenerco Limited 3.9 106 65 171 (5)
---------------------- -------- -------- ---------- -------- -----------------------
Premier Leisure
(Suffolk) Limited 9.9 175 (10) 165 (9)
---------------------- -------- -------- ---------- -------- -----------------------
Xperiome Limited
(previously
Raremark) 2.4 308 (214) 94 (156)
---------------------- -------- -------- ---------- -------- -----------------------
Symetrica Limited 0.3 83 (17) 66 -
---------------------- -------- -------- ---------- -------- -----------------------
Kew Green VCT
(Stansted) Limited 45.2 1,234 (1,211) 23 -
---------------------- -------- -------- ---------- -------- -----------------------
Avora Limited 4.2 750 (732) 18 (267)
---------------------- -------- -------- ---------- -------- -----------------------
Forward Clinical
Limited (T/A Pando) 1.2 149 (145) 4 (1)
---------------------- -------- -------- ---------- -------- -----------------------
Total fixed asset
investments 28,041 6,554 34,595 2,774
---------------------- -------- -------- ---------- -------- -----------------------
*The cost includes the original cost from Albion Venture Capital
Trust PLC and the carried over value on merger from Albion Prime
VCT PLC as at 25 September 2012.
** As adjusted for additions and disposals during the
period.
Gain on
Fixed asset investment realisations during the period Cost* Opening carrying value Disposal proceeds Total realised gain opening value
to 30 September 2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------------------------ -------- ---------------------- ----------------- ------------------- --------------
Loan stock repayments and other:
------------------------------------------------------
Alto Prodotto Wind Limited 21 28 28 7 -
Dragon Hydro Limited 13 13 13 - -
Greenenerco Limited 4 5 5 1 -
Escrow adjustments and other** - - 165 165 165
Total realisations 38 46 211 173 165
------------------------------------------------------ -------- ---------------------- ----------------- ------------------- --------------
*The cost includes the original cost from Albion Venture Capital
Trust PLC and the carried over value on merger from Albion Prime
VCT PLC as at 25 September 2012.
**These comprise fair value movements on deferred consideration
on previously disposed investments, release of the G. Network
Communications discount which is treated as a financing
transaction, and expenses which are incidental to the purchase or
disposal of an investment.
Total change in value of investments for the period 2,774
Movement in loan stock accrued interest 1
-----
Unrealised gains sub-total 2,775
Realised gains in current period 165
--------------------------------------------------------- -----
Total gains on investments as per Income statement 2,940
------------------------------------------------------- -----
Condensed income statement
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2021 30 September 2020 31 March 2021
--------------------------------------------------- ---- ---------------------------- ---------------------------- ----------------------------
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------------------- ---- -------- -------- -------- -------- -------- -------- -------- -------- --------
Gains on investments 3 - 2,940 2,940 - 1,898 1,898 - 6,508 6,508
Investment income 4 412 - 412 884 - 884 2,467 - 2,467
Investment management fee 5 (158) (472) (630) (167) (501) (668) (337) (1,010) (1,347)
Other expenses (193) - (193) (180) - (180) (363) - (363)
-------- -------- -------- -------- -------- -------- -------- -------- --------
Profit on ordinary activities before tax 61 2,468 2,529 537 1,397 1,934 1,767 5,498 7,265
Tax (charge)/credit on ordinary activities (11) 11 - (101) 95 (6) (299) 192 (107)
-------- -------- -------- -------- -------- -------- -------- -------- --------
Profit and total comprehensive income attributable
to shareholders 50 2,479 2,529 436 1,492 1,928 1,468 5,690 7,158
--------------------------------------------------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Basic and diluted return per share (pence)* 7 0.05 2.47 2.52 0.43 1.48 1.91 1.46 5.64 7.10
--------------------------------------------------- ---- -------- -------- -------- -------- -------- -------- -------- -------- --------
*adjusted for treasury shares
Comparative figures have been extracted from the unaudited
Half-yearly Financial Report for the six months ended 30 September
2020 and the audited statutory accounts for the year ended 31 March
2021.
The accompanying notes below form an integral part of this
Half-yearly Financial Report.
The total column of this Condensed income statement represents
the profit and loss account of the Company. The supplementary
revenue and capital columns have been prepared in accordance with
The Association of Investment Companies' Statement of Recommended
Practice.
Condensed balance sheet
Unaudited Unaudited Audited
30 September 2021 30 September 2020 31 March 2021
Note GBP'000 GBP'000 GBP'000
---------------- ---- ------------------ ------------------ --------------
Fixed asset
investments 34,595 52,885 28,355
Current assets
Trade and other
receivables 2,144 108 1,561
Cash and cash
equivalents 24,125 17,898 43,562
------------------ ------------------ --------------
26,269 18,006 45,123
Total assets 60,864 70,891 73,478
Payables:
amounts falling
due within one
year
Trade and other
payables (877) (810) (790)
Total assets
less current
liabilities 59,987 70,081 72,688
------------------ ------------------ --------------
Equity
attributable to
equity holders
Called-up share
capital 8 1,192 1,162 1,165
Share premium 43,061 40,449 40,668
Capital
redemption
reserve 25 7 7
Unrealised
capital
reserve 6,355 15,008 3,588
Realised capital
reserve 4,816 6,211 21,829
Other
distributable
reserve 4,538 7,244 5,431
Total equity
shareholders'
funds 59,987 70,081 72,688
---------------- ---- ------------------ ------------------ --------------
Basic and
diluted net
asset value per
share (pence)* 58.80 69.59 73.13
---------------- ---- ------------------ ------------------ --------------
*excluding treasury shares
Comparative figures have been extracted from the unaudited
Half-yearly Financial Report for the six months ended 30 September
2020 and the audited statutory accounts for the year ended 31 March
2021.
The accompanying notes below form an integral part of this
Half-yearly Financial Report.
These Financial Statements were approved by the Board of
Directors and authorised for issue on 1 December 2021, and were
signed on its behalf by
Richard Glover
Chairman
Company number: 03142609
Condensed statement of changes in equity
Capital Unrealised Realised Other
Called-up 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
-------------------------------------------------------- --------------- ------- ---------- ---------- -------- ------------- --------
At 1 April 2021 1,165 40,668 7 3,588 21,829 5,431 72,688
Return/(loss) and total comprehensive income for the
period - - - 2,775 (296) 50 2,529
Transfer of previously unrealised gains on realisations
of investments - - - (8) 8 - -
Purchase of shares for cancellation (17) - 17 - - (943) (943)
Issue of equity 44 2,410 - - - - 2,454
Cost of issue of equity - (17) - - - - (17)
Net dividends paid (note 6) - - - - (16,724) - (16,724)
-------------------------------------------------------- --------------- ------- ---------- ---------- -------- ------------- --------
At 30 September 2021 1,192 43,061 25 6,355 4,816 4,538 59,987
-------------------------------------------------------- --------------- ------- ---------- ---------- -------- ------------- --------
At 1 April 2020 1,148 39,477 7 13,178 6,549 10,269 70,628
Return/(loss) and total comprehensive income for the
period - - - 1,838 (346) 436 1,928
Transfer of previously unrealised gains on realisations
of investments - - - (8) 8 - -
Purchase of treasury shares - - - - - (931) (931)
Issue of equity 14 1,004 - - - - 1,018
Cost of issue of equity - (32) - - - - (32)
Net dividends paid (note 6) - - - - - (2,530) (2,530)
-------------------------------------------------------- --------------- ------- ---------- ---------- -------- ------------- --------
At 30 September 2020 1,162 40,449 7 15,008 6,211 7,244 70,081
-------------------------------------------------------- --------------- ------- ---------- ---------- -------- ------------- --------
At 1 April 2020 1,148 39,477 7 13,178 6,549 10,269 70,628
Return and total comprehensive income for the year - - - 1,831 3,859 1,468 7,158
Transfer of previously unrealised gains on realisations
of investments - - - (11,421) 11,421 - -
Purchase of treasury shares - - - - - (2,043) (2,043)
Issue of equity 17 1,225 - - - - 1,242
Cost of issue of equity - (34) - - - - (34)
Net dividends paid (note 6) - - - - - (4,263) (4,263)
-------------------------------------------------------- --------------- ------- ---------- ---------- -------- ------------- --------
At 31 March 2021 1,165 40,668 7 3,588 21,829 5,431 72,688
-------------------------------------------------------- --------------- ------- ---------- ---------- -------- ------------- --------
*These reserves amount to GBP9,355,000 (30 September 2020:
GBP13,455,000; 31 March 2021: GBP27,260,000) which is considered
distributable.
Condensed statement of cash flows
Audited
Unaudited Unaudited year ended
six months ended 30 September 2021 six months ended 30 September 2020 31 March 2021
GBP'000 GBP'000 GBP'000
-------------------- ----------------------------------- ----------------------------------- --------------
Cash flow from
operating
activities
Loan stock income
received 403 793 2,985
Deposit interest
received 2 13 14
Dividend income
received 7 11 24
Investment
management fee
paid (790) (671) (1,337)
Other cash payments (220) (220) (378)
UK Corporation tax
refund/(paid) 97 - (204)
----------------------------------- ----------------------------------- --------------
Net cash flow from
operating
activities (501) (74) 1,104
Cash flow from
investing
activities
Purchase of fixed
asset investments (4,180) (1,775) (5,040)
Disposal of fixed
asset investments 191 264 30,620
----------------------------------- ----------------------------------- --------------
Net cash flow from
investing
activities (3,989) (1,511) 25,580
Cash flow from
financing
activities
Issue of share
capital - 668 668
Cost of issue of
equity (17) (17) (17)
Dividends paid* (14,256) (2,207) (3,714)
Purchase of own
shares (including
costs) (674) (743) (1,841)
Net cash flow from
financing
activities (14,947) (2,299) (4,904)
(Decrease)/increase
in cash and cash
equivalents (19,437) (3,884) 21,780
Cash and cash
equivalents at
start of period 43,562 21,782 21,782
----------------------------------- ----------------------------------- --------------
Cash and cash
equivalents at end
of period 24,125 17,898 43,562
-------------------- ----------------------------------- ----------------------------------- --------------
*The equity dividends paid in the cash flow is different to the
dividends disclosed in note 6 due to the non-cash effect of the
Dividend Reinvestment Scheme.
Notes to the condensed Financial Statements
1. Basis of preparation
The condensed Financial Statements have been prepared in
accordance with applicable United Kingdom law and accounting
standards, including Financial Reporting Standard 102 ("FRS 102"),
Financial Reporting Standard 104 -- Interim Financial Reporting
("FRS 104"), and with the Statement of Recommended Practice
"Financial Statements of Investment Trust Companies and Venture
Capital Trusts" ("SORP") issued by The Association of Investment
Companies ("AIC"). The Financial Statements have been prepared on a
going concern basis.
The preparation of the Financial Statements requires management
to make judgements and estimates that affect the application of
policies and reported amounts of assets, liabilities, income and
expenses. The most critical estimates and judgements relate to the
determination of carrying value of investments at fair value
through profit and loss ("FVTPL"). The Company values investments
by following the International Private Equity and Venture Capital
Valuation ("IPEV") Guidelines as updated in 2018 and further detail
on the valuation techniques used are outlined in note 2 below.
Company information can be found on page 2 of the Half-yearly
Financial Report.
2. Accounting policies
Fixed asset investments
The Company's business is investing in financial assets with a
view to profiting from their total return in the form of income and
capital growth. This portfolio of financial assets is managed and
its performance evaluated on a fair value basis, in accordance with
a documented investment policy, and information about the portfolio
is provided internally on that basis to the Board.
In accordance with the requirements of FRS 102, those
undertakings in which the Company holds more than 20 per cent. of
the equity as part of an investment portfolio are not accounted for
using the equity method. In these circumstances the investment is
measured at FVTPL.
Upon initial recognition (using trade date accounting)
investments, including loan stock, are classified by the Company as
FVTPL and are included at their initial fair value, which is cost
(excluding expenses incidental to the acquisition which are written
off to the Income statement).
Subsequently, the investments are valued at 'fair value', which
is measured as follows:
-- Investments listed on recognised exchanges are valued at their bid prices at the end of the accounting period or otherwise at fair value based on published price quotations;
-- Unquoted investments, where there is not an active market, are valued using an appropriate valuation technique in accordance with the IPEV Guidelines. Indicators of fair value are derived using established methodologies including earnings multiples, the level of third party offers received, cost or price of recent investment rounds, net assets and industry valuation benchmarks. Where price of recent investment is used as a starting point for estimating fair value at subsequent measurement dates, this has been benchmarked using an appropriate valuation technique permitted by the IPEV guidelines.
-- In situations where cost or price of recent investment is
used, consideration is given to the circumstances of the portfolio
company since that date in determining fair value. This includes
consideration of whether there is any evidence of deterioration or
strong definable evidence of an increase in value. In the absence
of these indicators, the investment in question is valued at the
amount reported at the previous reporting date. Examples of events
or changes that could indicate a diminution include:
o the performance and/or prospects of the underlying business
are significantly below the expectations on which the investment
was based;
o 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
o 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 Income statement when a share becomes
ex-dividend.
Current assets and payables
Receivables (including debtors due after more than one year),
payables and cash are carried at amortised cost, in accordance with
FRS 102. Debtors due after more than one year meet the definition
of a financing transaction held at amortised cost, and interest
will be recognised through capital over the credit period using the
effective interest method. There are no financial liabilities other
than payables.
Gains and losses on investments
Gains and losses arising from changes in the fair value of the
investments are included in the Income statement for the period as
a capital item and allocated to the unrealised capital reserve.
Investment income
Equity income
Dividend income is included in revenue when the investment is
quoted ex-dividend.
Unquoted loan stock
Fixed returns on non-equity shares and debt securities are
recognised when the Company's right to receive payment and expect
settlement is established. Where interest is rolled up and/or
payable at redemption then it is recognised as income unless there
is reasonable doubt as to its receipt.
Bank interest income
Interest income is recognised on an accruals basis using the
rate of interest agreed with the bank.
Investment management fee, performance incentive fee and other
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:
-- 75 per cent. of management fees and performance incentive fees are
allocated to the realised capital reserve. This is in line with the
Board's expectation that over the long term 75 per cent. of the Company's
investment returns will be in the form of capital gains; and
-- expenses which are incidental to the purchase or disposal of an
investment are charged through the realised capital reserve.
Taxation
Taxation is applied on a current basis in accordance with FRS
102. Current tax is tax payable (refundable) in respect of the
taxable profit (tax loss) for the current period or past reporting
periods using the tax rates and laws that have been enacted or
substantively enacted at the financial reporting date. Taxation
associated with capital expenses is applied in accordance with the
SORP.
Deferred tax is provided in full on all timing differences at
the reporting date. Timing differences are differences between
taxable profits and total comprehensive income as stated in the
Financial Statements that arise from the inclusion of income and
expenses in tax assessments in periods different from those in
which they are recognised in the financial statements. As a VCT the
Company has an exemption from tax on capital gains. The Company
intends to continue meeting the conditions required to obtain
approval as a VCT in the foreseeable future. The Company therefore
should have no material deferred tax timing differences arising in
respect of the revaluation or disposal of investments and the
Company has not provided for any deferred tax.
Share capital and reserves
Called-up share capital
This reserve accounts for the nominal value of the shares.
Share premium
This reserve accounts for the difference between the price paid
for shares and the nominal value of the shares, less issue costs
and transfers to the other distributable reserve.
Capital redemption reserve
This reserve accounts for amounts by which the issued share
capital is diminished through the repurchase and cancellation of
the Company's own shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at
the period 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;
-- expenses, together with the related taxation effect, charged in
accordance with the above policies; and
-- dividends paid to equity holders.
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.
Dividends
Dividends by the Company are accounted for in the period in
which the dividend is paid 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
companies principally based in the UK.
3. Gains on investments
Audited
Unaudited Unaudited year ended
six months ended 30 September 2021 six months ended 30 September 2020 31 March 2021
GBP'000 GBP'000 GBP'000
Unrealised
gains on
fixed asset
investments 2,775 1,838 1,831
Realised
gains on
fixed asset
investments 165 60 4,677
2,940 1,898 6,508
----------------------------------- ----------------------------------- --------------
4. Investment income
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2021 30 September 2020 31 March 2021
GBP'000 GBP'000 GBP'000
-------------------- ------------------ ------------------ --------------
Loan stock interest 403 863 2,432
Dividend income 7 11 24
Bank interest 2 10 11
412 884 2,467
------------------ ------------------ --------------
5. Investment management fee
Audited
Unaudited Unaudited year ended
six months ended 30 September 2021 six months ended 30 September 2020 31 March 2021
GBP'000 GBP'000 GBP'000
----------- ----------------------------------- ----------------------------------- --------------
Investment
management
fee charged
to revenue 158 167 337
Investment
management
fee charged
to capital 472 501 1,010
630 668 1,347
----------------------------------- ----------------------------------- --------------
Further details of the Management agreement under which the
investment management fee and any performance incentive fee are
paid are given in the Strategic report on pages 13 and 14 of the
Annual Report and Financial Statements for the year ended 31 March
2021.
During the period, services of a total value of GBP630,000 in
management fees and GBP28,000 in administration fees (30 September
2020: GBP668,000 in management fees and GBP27,000 in administration
fees; 31 March 2021: GBP1,347,000 in management fees and GBP54,000
in administration fees), were purchased by the Company from Albion
Capital Group LLP. At the financial period end, the amount due to
Albion Capital Group LLP in respect of these services disclosed
within payables was GBP199,000 (30 September 2020: GBP347,000; 31
March 2021: GBP359,000).
Albion Capital Group LLP is, from time to time, eligible to
receive arrangement fees and monitoring fees from portfolio
companies. During the period to 30 September 2021, fees of
GBP98,000 attributable to the investments of the Company were
received pursuant to these arrangements (30 September 2020:
GBP79,000; 31 March 2021: GBP193,000).
Albion Capital Group LLP, its partners and staff hold a total of
1,000,404 shares in the Company as at 30 September 2021.
6. Dividends
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2021 30 September 2020 31 March 2021
GBP'000 GBP'000 GBP'000
----------------------------------------------------- ------------------ ------------------ --------------
First interim and first special dividend of 16.83p
per share paid on 30 July 2021 (31 July 2020: First
interim dividend of 2.50p per share) 16,728 2,541 2,541
Second interim dividend of 1.74p per share paid on
29 January 2021 - - 1,745
Unclaimed dividends (4) (11) (23)
------------------ ------------------ --------------
16,724 2,530 4,263
------------------ ------------------ --------------
The Directors have declared a second interim dividend for the
year ending 31 March 2022 of 1.47 pence per share (total
approximately GBP1,500,000), payable on 31 January 2022 to
shareholders on the register on 7 January 2022.
The Directors have also declared a second special dividend of
7.00 pence per share (total approximately GBP7,141,000), which will
be paid on 31 December 2021 to shareholders on the register on 10
December 2021.
7. Basic and diluted return per share
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2021 30 September 2020 31 March 2021
Revenue Capital Revenue Capital Revenue Capital
-------------------------------------------------------- -------- ---------- -------- ---------- ------- -------
Return attributable to equity shares (GBP'000) 50 2,479 436 1,492 1,468 5,690
Weighted average shares in issue (adjusted for treasury
shares) 100,483,335 101,213,085 100,836,952
Return attributable per equity share (pence) 0.05 2.47 0.43 1.48 1.46 5.64
The weighted average number of shares is calculated after
adjusting for treasury shares of 17,153,431 (30 September 2020:
15,519,396; 31 March 2021: 17,153,431).
There are no convertible instruments, derivatives or contingent
share agreements in issue so basic and diluted return per share are
the same.
8. Called-up share capital
Allotted, called-up and fully paid shares of 1 penny Unaudited Unaudited Audited
each 30 September 2021 30 September 2020 31 March 2021
----------------------------------------------------- ------------------ ------------------ --------------
Number of shares 119,164,991 116,220,062 116,549,525
Nominal value of allotted shares (GBP'000) 1,192 1,162 1,165
Voting rights (number of shares net of treasury
shares) 102,011,560 100,700,666 99,396,094
During the period to 30 September 2021 the Company purchased
1,743,454 Ordinary shares (nominal value of GBP17,435) to be
cancelled (30 September 2020: 1,435,365 shares for treasury; 31
March 2021: 3,069,400 shares for treasury) at a cost of GBP943,000
(30 September 2020: GBP931,000; 31 March 2021: GBP2,043,000)
representing 1.5 per cent. of the shares in issue as at 30
September 2021.
The total number of Ordinary shares held in treasury as at 30
September 2021 was 17,153,431 (30 September 2020: 15,519,396; 31
March 2021: 17,153,431) representing 14.4 per cent. of the share
capital as at 30 September 2021.
Under the terms of the Dividend Reinvestment Scheme Circular
dated 10 July 2008, the following new Ordinary shares of nominal
value 1 penny per share were allotted during the period:
Number of
Date of shares Aggregate nominal value of shares Issue price Net invested Opening-market price on allotment date
allotment allotted (GBP'000) (pence per share) (GBP'000) (pence per share)
---------- --------- --------------------------------- ------------------ ------------ --------------------------------------
30 July
2021 4,358,920 44 56.30 2,437 53.50
9. Commitments and contingencies
As at 30 September 2021, the Company had no financial
commitments (30 September 2020 and 31 March 2021: GBPnil).
There are no contingencies or guarantees of the Company as at 30
September 2021 (30 September 2020 and 31 March 2021: GBPnil).
10. Post balance sheet events
Since 30 September 2021 the Company has had the following
material post balance sheet events:
-- Investment of GBP669,000 in an existing portfolio company,
Elliptic Enterprises Limited.
11. Related party transactions
Other than transactions with the Manager as described in note 5,
there are no other related party transactions.
12. Going concern
The Board has conducted a detailed assessment of the Company's
ability to meet its liabilities as they fall due. Cash flow
forecasts are updated and discussed quarterly at Board level and
have been stress tested to allow for the forecasted impact of
Coronavirus (Covid-19). The Board has revisited and updated their
assessment of liquidity risk and concluded that it remains
unchanged since the last Annual Report and Financial Statements.
Further details can be found on page 67 of those accounts.
The portfolio of investments is diversified in terms of sector
and the major cash outflows of the Company (namely investments,
dividends and share buy-backs) are within the Company's control.
Accordingly, after making diligent enquiries, the Directors have a
reasonable expectation that the Company has adequate cash and
liquid resources to continue in operational existence for the
foreseeable future. For this reason, the Directors have adopted the
going concern basis in preparing this Half-yearly Financial Report
and this is in accordance with the Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting
issued by the Financial Reporting Council in September 2014, and
the subsequent updated Going concern, risk and viability guidance
issued by the FRC due to Covid-19 in 2020.
13. Other information
The information set out in this Half-yearly Financial Report
does not constitute the Company's statutory accounts within the
terms of section 434 of the Companies Act 2006 for the periods
ended 30 September 2021 and 30 September 2020 and is unaudited. The
information for the year ended 31 March 2021 does not constitute
statutory accounts within the terms of section 434 of the Companies
Act 2006 but is derived from the audited statutory accounts for the
financial year, which have been delivered to the Registrar of
Companies. The Auditor reported on those accounts; their report was
unqualified and did not contain a statement under s498 (2) or (3)
of the Companies Act 2006.
14. Publication
This Half-yearly Financial Report is being sent to shareholders
and copies will be made available to the public at the registered
office of the Company, Companies House, the National Storage
Mechanism and also electronically at
https://www.globenewswire.com/Tracker?data=Nnw3jQo008V8g2i_LoT56xPTu6zzsvEtrZ5mcFe2xiLcR_i9viSVN9GR8Z0Mri7rlw_35qM6ntNiGJIMne5DGNIvcwRBfDgEbqyIXz47CMk=
www.albion.capital/funds/AAVC, where the Report can be accessed as
a PDF document in the 'Financial Reports and Circulars'
section.
Attachment
-- Portfolio split by sector
https://ml-eu.globenewswire.com/Resource/Download/8855df46-33dd-4f9a-9194-81e16692dd20
(END) Dow Jones Newswires
December 01, 2021 08:28 ET (13:28 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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