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
2022. This announcement was approved by the Board of Directors on 7
December 2022.
The full Half-yearly Financial Report (which is unaudited) for
the period to 30 September 2022 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=JHFzf2-mv-OPIdfxepODSOxUQBPQIe6ZO3qPUXNeiIKue4j2JAuftHIXphSwuwd82rXAGQs5qJMI7PC98sq6rLaAWF2Ns32CMuNY6OecjSm5CLLCmQftPYhJwKqUKjJVG96hbFN8d0w3es14bOYMYTeVjGqpuJndbQ-6VH4im0Q=
www.albion.capital/funds/AAVC/30Sep2022.pdf.
Investment policy
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% 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% of the adjusted share capital and reserves.
Financial calendar
Record date for second interim dividend 6 January 2023
Payment date of second interim dividend 31 January 2023
Financial year end 31 March
Financial highlights
Audited year ended 31
Unaudited six months ended 30 September 2022 (pence Unaudited six months ended 30 September 2021 (pence March 2022 (pence per
per share) per share) share)
Opening
net asset
value 53.38 73.13 73.13
Capital
return 0.60 2.47 5.38
Revenue
return 0.24 0.05 0.39
------------ ----------- ----
Total
return 0.84 2.52 5.77
Impact
from
share
capital
movements 0.01 (0.02) (0.22)
Dividends
paid (1.33) (16.83) (25.30)
-----------------
Net asset
value 52.90 58.80 53.38
---------- ----------------------------------------------------- ----------------------------------------------------- -----------------------
Ordinary shares (pence per share)
Total dividends paid to 30 September 2022 190.67
Net asset value as at 30 September 2022 52.90
---------------------------------
Total shareholder value to 30 September
2022 243.57
------------------------------------------- ---------------------------------
A more detailed breakdown of the dividends paid per year can be
found at
https://www.globenewswire.com/Tracker?data=JHFzf2-mv-OPIdfxepODSOxUQBPQIe6ZO3qPUXNeiILu97ktWdD-m17FTpKOyETvMR-Exug7JcOqbuDJVAgqv-FOOF9kLQwOKsP129gJ2a0TXfV71sN5PyzSmz9iGgmz
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=JHFzf2-mv-OPIdfxepODSOxUQBPQIe6ZO3qPUXNeiIJpX_21NX9yOKBVzIUlXMJeJMUJRNOV7eU8oZUd7ACuEVBc4k-4dzCcTnBvkIyxOhiS1SFy7cvI3eeKunfICwGQ
www.albion.capital/funds/AAVC under the 'Financial summary for
previous funds' section.
The Directors have declared a second interim dividend of 1.32
pence per share for the year ending 31 March 2023, which will be
paid on 31 January 2023 to shareholders on the register on 6
January 2023.
Interim management report
Introduction
In the six months to 30 September 2022, the Company generated a
total return of 0.84 pence per share, representing a 1.6% uplift on
the opening net asset value. Following the payment of the first
interim dividend of 1.33 pence per share paid to shareholders on 29
July 2022, the net asset value ("NAV") at 30 September 2022 was
52.90 pence per share (31 March 2022: 53.38 pence per share).
Despite the many challenges currently faced by all companies,
including rising interest rates, high levels of inflation and the
war in Ukraine, our portfolio companies continue to show
resilience.
Investment performance and progress
The total gain on investments for the six months to 30 September
2022 was GBP1.2 million (30 September 2021: gain of GBP2.9
million). The key upward movements in the period include: a GBP1.1
million uplift in the valuation of Threadneedle Software Holdings
(T/A Solidatus), after a strong period of trading; and a GBP0.4
million uplift in the valuation of The Voucher Market (T/A WeGift),
which was as a result of a successful externally led Series B
fundraising.
The challenging economic environment has resulted in falling
valuations in some technology and healthcare companies which has
consequently led to some write-downs in our portfolio. The largest
of these has been Elliptic Enterprises (loss of GBP0.4 million) in
line with a fall in market multiples, and Concirrus (loss of GBP0.3
million), due to a change in market conditions.
Our top 3 portfolio companies now account for 16.2% of the
Company's NAV (30 September 2021: 14.7%; 31 March 2022: 15.4%).
Further details of the portfolio of investments and investment
realisations 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 1.33
pence per share during the period to 30 September 2022 (30
September 2021: 1.83 pence per share first interim dividend plus a
15.00 pence per share special dividend). The Company will pay a
second interim dividend for the financial year ending 31 March 2023
of 1.32 pence per share on 31 January 2023 to shareholders on the
register on 6 January 2023, being 2.5% of the 30 September 2022
NAV.
This will bring the total regular dividends paid for the year
ending 31 March 2023 to 2.65 pence per share, which equates to a
5.0% yield on the opening NAV of 53.38 pence per share.
Investment activity
During the period the Company has invested GBP3.1 million into
new portfolio companies, comprising:
-- GBP0.8 million into Toqio FinTech Holdings, a provider of embedded
FinTech solutions;
-- GBP0.6 million into PeakData, a provider of insights and analytics to
pharmaceutical companies about therapeutic areas;
-- GBP0.5 million into GX Molecular (T/A CS Genetics), a developer of
single-cell sequencing solutions;
-- GBP0.4 million into Ophelos, an autonomous and ethical debt resolution
platform;
-- GBP0.4 million into OutThink, a SaaS platform to measure and manage human
risk for enterprises; and
-- GBP0.4 million into Neurofenix, a neurorehabilitation platform.
A further GBP2.5 million was invested in existing portfolio
companies, the largest being GBP0.7 million into Gravitee TopCo
(T/A Gravitee.io), an API management platform, and GBP0.7 million
into The Voucher Market (T/A WeGift), a cloud platform that enables
corporates to purchase digital gift cards and to distribute them to
employees and customers.
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 2022.
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% 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 and emerging risks
In addition to the risks around Covid-19, which have been a
major factor for the past two years, the UK is experiencing its
highest level of inflation in decades, as well as the uncertainty
over the future course and global impact of Russia's invasion of
Ukraine. Our investment portfolio, while concentrated mainly in the
renewable energy, technology and healthcare sectors, remains
diversified in terms of both sub-sector and stage of maturity.
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 2022. 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 and regulatory change risk;
-- Regulatory and compliance risk;
-- Operational and internal control risk (including cyber and data
security);
-- Economic and political risk;
-- Liquidity risk; and
-- Environmental, social and governance ("ESG") 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 2022 on pages 16 to 18, copies of which are
available on the Company's webpage on the Manager's website at
https://www.globenewswire.com/Tracker?data=JHFzf2-mv-OPIdfxepODSOxUQBPQIe6ZO3qPUXNeiIJVWSceoeJha2NiABpBf5YT8wRNE8m3SYhHU1mONRWC9FJ2deTLaRgxjiCV_s32EtdgvAfyyrMhccI3siCKrfCp
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, launched a prospectus top
up offer of new Ordinary shares for subscription in the 2022/23 and
2023/24 tax years on 10 October 2022. The prospectus is available
online at
https://www.globenewswire.com/Tracker?data=JHFzf2-mv-OPIdfxepODSGe-tET4rSu2x919rau3VfrP0WTLH2v6NgVLFYnqti-S1Y3vJib6wXliMRXvUsJFbChYn1wjuQG30LWxGgQy1cH7NFFnUgMXuVIby3BE8nEtiHsEe1rkf8wAgDSdWaw-NW1qdXcbwbZlf2JKyueFsXs=
www.albion.capital/vct-hub/current-offers.
The proceeds will be used to provide support to our existing
portfolio companies and to enable us to take advantage of new
investment opportunities, six of which are detailed above. The
first allotment of shares under the Offer was on 2 December 2022
and further details can be found in note 10.
Outlook and prospects
The Board is encouraged by the performance of the portfolio as a
whole and the prospects for its portfolio companies against a
backdrop of multiple macroeconomic and geopolitical uncertainties.
Our focus on technology and healthcare, whilst minimising exposure
to discretionary consumer expenditure, is designed to help the
Company weather uncertain times. The Manager is progressing a
strong pipeline of new investment opportunities and, importantly,
the Company has the cash resources to capitalise on these exciting
opportunities and to support the existing portfolio.
Richard Glover
Chairman
7 December 2022
Responsibility statement
The Directors Richard Glover, Ann Berresford, Neeta Patel and
Richard Wilson are responsible for preparing the Half-yearly
Financial Report. In preparing these condensed Financial Statements
for the period to 30 September 2022 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
7 December 2022
Portfolio of investments
Fixed asset % voting
investments rights As at 30 September 2022 Change in value for the period**
------------------- -------- --------------------------------
Cost* Cumulative movement in value Value
GBP'000 GBP'000 GBP'000
------------------- -------- --------------------------------
Chonais River Hydro 9.2% 3,074 1,213 4,287 (91)
------------------- -------- -------- ---------------------------- -------- --------------------------------
Cantab Research
(T/A
Speechmatics) 2.6% 2,234 1,324 3,558 298
------------------- -------- -------- ---------------------------- -------- --------------------------------
Radnor House School
(TopCo) 6.9% 1,259 1,194 2,453 (35)
------------------- -------- -------- ---------------------------- -------- --------------------------------
The Evewell Group 5.2% 1,272 1,165 2,437 11
------------------- -------- -------- ---------------------------- -------- --------------------------------
Threadneedle
Software Holdings
(T/A Solidatus) 2.1% 1,262 1,075 2,337 1,075
------------------- -------- -------- ---------------------------- -------- --------------------------------
Seldon Technologies 4.6% 2,212 - 2,212 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
Elliptic
Enterprises 1.4% 1,913 275 2,188 (438)
------------------- -------- -------- ---------------------------- -------- --------------------------------
Gravitee TopCo (T/A
Gravitee.io) 3.7% 1,524 391 1,915 167
------------------- -------- -------- ---------------------------- -------- --------------------------------
The Voucher Market
(T/A WeGift) 2.3% 1,429 426 1,855 426
------------------- -------- -------- ---------------------------- -------- --------------------------------
Gharagain River
Hydro 11.5% 1,363 473 1,836 (48)
------------------- -------- -------- ---------------------------- -------- --------------------------------
NuvoAir Holdings 2.3% 943 574 1,517 229
------------------- -------- -------- ---------------------------- -------- --------------------------------
TransFICC 2.9% 1,025 271 1,296 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
The Street by
Street Solar
Programme 6.5% 676 525 1,201 (22)
------------------- -------- -------- ---------------------------- -------- --------------------------------
MHS 1 14.8% 1,026 61 1,087 230
------------------- -------- -------- ---------------------------- -------- --------------------------------
Beddlestead 9.1% 1,142 (79) 1,063 (212)
------------------- -------- -------- ---------------------------- -------- --------------------------------
Healios 2.4% 678 339 1,017 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
uMotif 3.9% 1,078 (190) 888 (114)
------------------- -------- -------- ---------------------------- -------- --------------------------------
Toqio FinTech
Holdings 1.2% 838 29 867 29
------------------- -------- -------- ---------------------------- -------- --------------------------------
Alto Prodotto Wind 7.4% 486 329 815 (35)
------------------- -------- -------- ---------------------------- -------- --------------------------------
Kew Green VCT
(Stansted) 45.2% 1,234 (455) 779 182
------------------- -------- -------- ---------------------------- -------- --------------------------------
Regenerco Renewable
Energy 4.5% 451 279 730 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
Brytlyt 3.4% 634 - 634 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
Accelex Technology 3.6% 632 - 632 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
PeakData 1.3% 564 52 616 52
------------------- -------- -------- ---------------------------- -------- --------------------------------
Erin Solar 18.6% 520 5 525 105
------------------- -------- -------- ---------------------------- -------- --------------------------------
PerchPeek 1.7% 503 - 503 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
uMedeor (T/A uMed) 3.2% 501 2 503 2
------------------- -------- -------- ---------------------------- -------- --------------------------------
GX Molecular (T/A
CS Genetics) 1.7% 496 - 496 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
Ophelos 1.7% 433 - 433 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
OutThink 1.6% 410 - 410 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
Arecor Therapeutics
PLC 0.6% 204 206 410 (211)
------------------- -------- -------- ---------------------------- -------- --------------------------------
Dragon Hydro 7.3% 250 154 404 (15)
------------------- -------- -------- ---------------------------- -------- --------------------------------
Neurofenix 1.7% 351 - 351 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
Harvest AD 0.0% 307 30 337 32
------------------- -------- -------- ---------------------------- -------- --------------------------------
AVESI 7.4% 242 79 321 1
------------------- -------- -------- ---------------------------- -------- --------------------------------
Imandra 1.3% 175 109 284 (163)
------------------- -------- -------- ---------------------------- -------- --------------------------------
Limitless
Technology 1.8% 471 (236) 235 (120)
------------------- -------- -------- ---------------------------- -------- --------------------------------
Premier Leisure
(Suffolk) 9.9% 175 30 205 41
------------------- -------- -------- ---------------------------- -------- --------------------------------
Greenenerco 3.9% 99 65 164 (6)
------------------- -------- -------- ---------------------------- -------- --------------------------------
Regulatory Genome
Development 1.0% 146 - 146 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
Symetrica 0.3% 83 (17) 66 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
Forward Clinical
(T/A Pando) 1.2% 149 (147) 2 -
------------------- -------- -------- ---------------------------- -------- --------------------------------
Concirrus 2.0% 1,072 (1,072) - (319)
------------------- -------- -------- ---------------------------- -------- --------------------------------
Total fixed asset
investments 35,536 8,479 44,015 1,051
------------------- -------- -------- ---------------------------- -------- --------------------------------
*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/(loss) on
Fixed asset investment realisations during the period Cost* Opening carrying value Disposal proceeds Total realised gain opening value
to 30 September 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------------------------ -------- ---------------------- ----------------- ------------------- --------------
Disposals:
------------------------------------------------------
Arecor Therapeutics PLC 45 135 106 61 (29)
Avora 750 18 - (750) (18)
Loan stock repayments and other:
------------------------------------------------------
Alto Prodotto Wind 23 30 30 7 -
Dragon Hydro 14 14 14 - -
Greenenerco 4 6 6 2 -
Escrow adjustments and other** - - 149 149 149
Total realisations 836 203 305 (531) 102
------------------------------------------------------ -------- ---------------------- ----------------- ------------------- --------------
*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 and expenses which are
incidental to the purchase or disposal of an investment.
Total change in value of investments for the period 1,051
Movement in loan stock accrued interest (71)
-----
Unrealised gains sub-total 980
Realised gains in current period 102
Finance income from the unwinding of discount on deferred
consideration 125
---------------------------------------------------------- -----
Total gains on investments as per Income statement 1,207
---------------------------------------------------------- -----
Condensed income statement
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2022 30 September 2021 31 March 2022
--------------------------------------------------- ---- ---------------------------- ---------------------------- ----------------------------
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 - 1,207 1,207 - 2,940 2,940 - 6,553 6,553
Investment income 4 607 - 607 412 - 412 1,037 - 1,037
Investment management fee 5 (59) (528) (587) (158) (472) (630) (122) (1,097) (1,219)
Other expenses (217) - (217) (193) - (193) (411) - (411)
-------- -------- -------- -------- -------- -------- -------- -------- --------
Profit on ordinary activities before tax 331 679 1,010 61 2,468 2,529 504 5,456 5,960
Tax (charge)/credit on ordinary activities (46) 46 - (11) 11 - (97) 98 1
-------- -------- -------- -------- -------- -------- -------- -------- --------
Profit and total comprehensive income attributable
to shareholders 285 725 1,010 50 2,479 2,529 407 5,554 5,961
--------------------------------------------------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Basic and diluted return per share (pence)* 7 0.24 0.60 0.84 0.05 2.47 2.52 0.39 5.38 5.77
--------------------------------------------------- ---- -------- -------- -------- -------- -------- -------- -------- -------- --------
*adjusted for treasury shares
The accompanying notes below form an integral part of this
Half-yearly Financial Report.
Comparative figures have been extracted from the unaudited
Half-yearly Financial Report for the six months ended 30 September
2021 and the audited statutory accounts for the year ended 31 March
2022.
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 30 September 2022 Unaudited 30 September 2021 Audited 31 March 2022
Note GBP'000 GBP'000 GBP'000
-------------- ---- --------------------------- --------------------------- ---------------------
Fixed asset
investments 44,015 34,595 37,604
Current assets
Trade and
other
receivables 2,219 2,144 1,926
Cash and cash
equivalents 17,901 24,125 24,668
--------------------------- --------------------------- ---------------------
20,120 26,269 26,594
Total assets 64,135 60,864 64,198
Payables:
amounts
falling due
within one
year
Trade and
other
payables (508) (877) (261)
Total assets
less current
liabilities 63,627 59,987 63,937
--------------------------- --------------------------- ---------------------
Equity
attributable
to equity
holders
Called-up
share
capital 8 1,381 1,192 1,369
Share premium 11,121 43,061 10,047
Capital
redemption
reserve 31 25 22
Unrealised
capital
reserve 8,163 6,355 6,550
Realised
capital
reserve 6,805 4,816 7,693
Other
distributable
reserve 36,126 4,538 38,256
Total equity
shareholders'
funds 63,627 59,987 63,937
-------------- ---- --------------------------- --------------------------- ---------------------
Basic and
diluted net
asset value
per share
(pence)* 52.90 58.80 53.38
-------------- ---- --------------------------- --------------------------- ---------------------
*excluding treasury shares
The accompanying notes below form an integral part of this
Half-yearly Financial Report.
Comparative figures have been extracted from the unaudited
Half-yearly Financial Report for the six months ended 30 September
2021 and the audited statutory accounts for the year ended 31 March
2022.
These Financial Statements were approved by the Board of
Directors and authorised for issue on 7 December 2022, and were
signed on its behalf by
Richard Glover
Chairman
Company number: 03142609
Condensed 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
---------------------------------------------------------
At 1 April 2022 1,369 10,047 22 6,550 7,693 38,256 63,937
Return/(loss) and total comprehensive income for the
period - - - 980 (255) 285 1,010
Transfer of previously unrealised losses on realisations
of investments - - - 633 (633) - -
Purchase of shares for cancellation (9) - 9 - - (455) (455)
Purchase of shares for treasury - - - - - (346) (346)
Issue of equity 21 1,094 - - - - 1,115
Cost of issue of equity - (20) - - - - (20)
Net dividends paid (note 6) - - - - - (1,614) (1,614)
--------------------------------------------------------- --------- -------- ---------- ---------- -------- ------------- --------
At 30 September 2022 1,381 11,121 31 8,163 6,805 36,126 63,627
--------------------------------------------------------- --------- -------- ---------- ---------- -------- ------------- --------
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 2021 1,165 40,668 7 3,588 21,829 5,431 72,688
Return and total comprehensive income for the year - - - 3,784 1,770 407 5,961
Transfer of previously unrealised gains on realisations
of investments - - - (822) 822 - -
Purchase of treasury shares (39) - 39 - - (2,013) (2,013)
Issue of equity 243 12,694 - - - - 12,937
Cost of issue of equity - (254) - - - - (254)
Reduction of share premium and capital redemption
reserve - (43,061) (24) - - 43,085 -
Net dividends paid (note 6) - - - - (16,728) (8,654) (25,382)
--------------------------------------------------------- --------- -------- ---------- ---------- -------- ------------- --------
At 31 March 2022 1,369 10,047 22 6,550 7,693 38,256 63,937
--------------------------------------------------------- --------- -------- ---------- ---------- -------- ------------- --------
*Included within these reserves is an amount of GBP23,008,000
(30 September 2021: GBP9,355,000; 31 March 2022: GBP26,804,000)
which is considered distributable. Over the next three years an
additional GBP17,018,000 will become distributable. This is due to
the HMRC requirement that the Company cannot use capital raised in
the past three years to make a payment or distribution to
shareholders.
Condensed statement of cash flows
Unaudited six months ended 30 September 2022 Unaudited six months ended 30 September 2021 Audited year ended 31 March 2022
GBP'000 GBP'000 GBP'000
------------------ -------------------------------------------- -------------------------------------------- --------------------------------
Cash flow from
operating
activities
Loan stock income
received 411 403 978
Deposit interest
received 34 2 4
Dividend income
received 91 7 7
Investment
management fee
paid (431) (790) (1,434)
Other cash
payments (253) (220) (389)
UK Corporation tax
refund/(paid) - 97 (42)
-------------------------------------------- -------------------------------------------- --------------------------------
Net cash flow from
operating
activities (148) (501) (876)
Cash flow from
investing
activities
Purchase of fixed
asset
investments (5,849) (4,180) (7,771)
Disposal of fixed
asset
investments 423 191 4,649
-------------------------------------------- -------------------------------------------- --------------------------------
Net cash flow from
investing
activities (5,426) (3,989) (3,122)
Cash flow from
financing
activities
Issue of share
capital 822 - 8,941
Cost of issue of
equity (2) (17) (35)
Dividends paid* (1,336) (14,256) (21,589)
Purchase of own
shares (including
costs) (677) (674) (2,213)
Net cash flow from
financing
activities (1,193) (14,947) (14,896)
Decrease in cash
and cash
equivalents (6,767) (19,437) (18,894)
Cash and cash
equivalents at
start of period 24,668 43,562 43,562
-------------------------------------------- -------------------------------------------- --------------------------------
Cash and cash
equivalents at
end of period 17,901 24,125 24,668
------------------ -------------------------------------------- -------------------------------------------- --------------------------------
*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% 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:
-- the performance and/or prospects of the underlying business are
significantly below the expectations on which the investment was
based;
-- a significant adverse change either in the portfolio company's
business or in the technological, market, economic, legal or
regulatory environment in which the business operates; or
-- market conditions have deteriorated, which may be indicated by a
fall in the share prices of quoted businesses operating in the
same or related sectors.
Investments are recognised as financial assets on legal
completion of the investment contract and are de-recognised on
legal completion of the sale of an investment.
Dividend income is not recognised as part of the fair value
movement of an investment, but is recognised separately as
investment income through the 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.
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:
-- 90% of management fees and 100% performance incentive fees, if any, are
allocated to the realised capital reserve; 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, or
permanent diminutions in value (including gains recognised on the
realisation of investment 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.
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
Unaudited six months ended 30 September 2022 Unaudited six months ended 30 September 2021 Audited year ended 31 March 2022
GBP'000 GBP'000 GBP'000
-------------------------------------------- -------------------------------------------- --------------------------------
Unrealised
gains on
fixed asset
investments 980 2,775 3,784
Realised gains
on fixed
asset
investments 102 58 2,546
Unwinding of
discount on
deferred
consideration 125 107 223
1,207 2,940 6,553
-------------------------------------------- -------------------------------------------- --------------------------------
4. Investment income
Unaudited six months ended 30 September 2022 Unaudited six months ended 30 September 2021 Audited year ended 31 March 2022
GBP'000 GBP'000 GBP'000
--------- -------------------------------------------- -------------------------------------------- --------------------------------
Loan
stock
interest 482 403 1,026
Dividend
income 91 7 7
Bank
interest 34 2 4
607 412 1,037
-------------------------------------------- -------------------------------------------- --------------------------------
5. Investment management fee
Unaudited six months ended 30 September 2022 Unaudited six months ended 30 September 2021 Audited year ended 31 March 2022
GBP'000 GBP'000 GBP'000
-----------
Investment
management
fee
charged to
capital 528 472 1,097
Investment
management
fee
charged to
revenue 59 158 122
587 630 1,219
-------------------------------------------- -------------------------------------------- --------------------------------
Further details of the Management agreement under which the
investment management fee and any performance incentive fee is paid
are given in the Strategic report on page 13 of the Annual Report
and Financial Statements for the year ended 31 March 2022.
During the period, services of a total value of GBP617,000 (30
September 2021: GBP658,000; 31 March 2022: GBP1,274,000), were
purchased by the Company from Albion Capital Group LLP; this
includes GBP587,000 (30 September 2021: GBP630,000; 31 March 2022:
GBP1,219,000) of investment management fee and GBP30,000 (30
September 2021: GBP28,000; 31 March 2022: GBP55,000) of secretarial
and administration fee. At the financial period end, the amount due
to Albion Capital Group LLP in respect of these services disclosed
within payables was GBP301,000 (30 September 2021: GBP199,000; 31
March 2022: GBP144,000).
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 2022, fees of
GBP104,000 attributable to the investments of the Company were
received pursuant to these arrangements (30 September 2021:
GBP98,000; 31 March 2022: GBP155,000).
Albion Capital Group LLP, its partners and staff held a total of
1,357,300 shares in the Company on 30 September 2022.
6. Dividends
Unaudited six months ended 30 September 2022 Unaudited six months ended 30 September 2021 Audited year ended 31 March 2022
GBP'000 GBP'000 GBP'000
-----------------------------------------------------
First interim dividend of 1.33p per share paid on
29 July 2022 (30 July 2021: First interim and first
special dividend of 16.83p per share) 1,614 16,728 16,728
Second special dividend of 7.00p per share paid on
31 December 2021 - - 7,141
Second interim dividend of 1.47p per share paid on
31 January 2022 - - 1,523
Unclaimed dividends - (4) (10)
-------------------------------------------- -------------------------------------------- --------------------------------
1,614 16,724 25,382
-------------------------------------------- -------------------------------------------- --------------------------------
The Directors have declared a second interim dividend for the
year ending 31 March 2023 of 1.32 pence per share (total
approximately GBP1,725,000), payable on 31 January 2023 to
shareholders on the register on 6 January 2023.
7. Basic and diluted return per share
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2022 30 September 2021 31 March 2022
Revenue Capital Revenue Capital Revenue Capital
--------------------------------------------------------
Return attributable to equity shares (GBP'000) 285 725 50 2,479 407 5,554
Weighted average shares in issue (adjusted for treasury
shares) 120,975,277 100,483,335 103,265,706
Return attributable per equity share (pence) 0.24 0.60 0.05 2.47 0.39 5.38
The weighted average number of shares is calculated after
adjusting for treasury shares of 17,848,388 (30 September 2021:
17,153,431; 31 March 2022: 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
Unaudited Unaudited
30 30
Allotted, called-up and fully paid shares of 1 penny September September Audited 31
each 2022 2021 March 2022
-----------------------------------------------------
Number of shares 138,135,653 119,164,991 136,927,633
Nominal value of allotted shares (GBP'000) 1,381 1,192 1,369
Voting rights (number of shares net of treasury
shares) 120,287,265 102,011,560 119,774,202
----------------------------------------------------- ----------- ----------- -----------
During the period to 30 September 2022 the Company purchased
914,702 Ordinary shares (nominal value of GBP9,147) to be cancelled
and 694,957 Ordinary shares (nominal value of GBP6,950) to be held
in treasury (30 September 2021: 1,743,454 shares for cancellation;
31 March 2022: 3,919,566 shares for cancellation) at a total cost
of GBP801,000 (30 September 2021: GBP943,000; 31 March 2022:
GBP2,013,000) representing 1.2% of the shares in issue as at 30
September 2022.
The total number of Ordinary shares held in treasury as at 30
September 2022 was 17,848,388 (30 September 2021: 17,153,431; 31
March 2022: 17,153,431) representing 12.9% of the share capital as
at 30 September 2022.
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:
Date of allotment Number of shares allotted Aggregate nominal value of shares Issue price Net invested Opening-market price on allotment date
(GBP'000) (pence per share) (GBP'000) (pence per share)
29 July 2022 525,971 5 52.05 272 49.55
The following new Ordinary shares of nominal value 1 penny each
were allotted under the Albion VCTs Prospectus Top Up Offers
2021/22 during the period:
Aggregate
Number of nominal Net Opening market
Date of shares value of consideration price on
allotment allotted shares Issue price received allotment date
----------
(GBP'000) (pence per share) (GBP'000) (pence per share)
---------- --------- ----------------- ------------- -----------------
11 April
2022 446,260 4 52.30 230 48.60
11 April
2022 23,806 - 52.50 12 48.60
11 April
2022 1,126,685 11 52.80 580 48.60
--------- -------------
1,596,751 822
--------- -------------
9. Commitments and contingencies
As at 30 September 2022, the Company had no financial
commitments (30 September 2021 and 31 March 2022: GBPnil).
There are no contingencies or guarantees of the Company as at 30
September 2022 (30 September 2021 and 31 March 2022: GBPnil).
10. Post balance sheet events
The following are the material post balance sheet events since
30 September 2022:
-- Investment of GBP1,207,000 in a new portfolio company, an employee
digital healthcare platform;
-- Investment of GBP839,000 in an existing company, Healios, a provider of
an online platform delivering family centric psychological care primarily
to children and adolescents;
-- Investment of GBP343,000 in a new portfolio company, an AI for code
testing/writing platform;
-- Investment of GBP286,000 in a new portfolio company, a veterinary
engagement and communications platform;
-- Investment of GBP229,000 in a new portfolio company, a bite-sized
workplace learning platform;
-- Investment of GBP227,000 in a new portfolio company, a software platform
automating revenue and customer forecasting.
The following new Ordinary shares of nominal value 1 penny each
were allotted under the Albion VCTs Prospectus Top Up Offers
2022/23 after 30 September 2022:
Aggregate
nominal Net Opening market
value of consideration price on
Date of allotment Number of shares alloted shares Issue price received allotment date
(GBP'000) (pence per share) (GBP'000) (pence per share)
--------- ----------------- ------------- -----------------
2 December 2022 2,520,630 25 53.80 1,336 50.00
2 December 2022 575,473 6 54.00 305 50.00
2 December 2022 7,301,049 73 54.30 3,865 50.00
10,397,152 5,506
------------------------ -------------
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 the
current economic climate and increasingly volatile geopolitical
backdrop. 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 70 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 2022 and 30 September 2021 and is unaudited. The
information for the year ended 31 March 2022 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=JHFzf2-mv-OPIdfxepODSOxUQBPQIe6ZO3qPUXNeiIKjb3-EHqcsjzOsvFWtTTKxXjeag1i8LySx2yhgyUDZNZ-tde0_pDuzaru0_CyaLCJy9i7Vp7DfNsXyMLnd7cjT
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/ff4d42d3-5a5a-4505-be38-51356ec028a2
(END) Dow Jones Newswires
December 07, 2022 07:33 ET (12:33 GMT)
Copyright (c) 2022 Dow Jones & Company, Inc.
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