Molten Ventures Plc (GROW; GRW)
Molten Ventures Plc: Interim Results
20-Nov-2024 / 07:00 GMT/BST
Molten Ventures
Plc
("Molten Ventures",
"the Group" or the "Company")
INTERIM RESULTS FOR
THE SIX MONTHS ENDED 30 SEPTEMBER 2024
Molten Ventures (LSE: GROW, Euronext
Dublin: GRW), a leading venture capital firm investing in and
developing disruptive, high growth digital technology businesses,
today announces its interim results for the six-month period ended
30 September 2024.
Financial highlights
|
-
£1,343m* Gross
portfolio value (31 March
2024: £1,379m)
-
£51m Cash
invested in the period by the Company, and a further £12m from the
managed EIS/VCT funds (six
months to 30 September 2023: £17m from Molten Ventures and £30m
from the managed EIS/VCT funds)
-
£76m Cash
proceeds from realisations (six months to 30 September 2024:
£33m)
-
-1%* Gross
portfolio fair value movement (six months to 30 September 2023:
-4%)
-
£82m Consolidated
Group cash (31 March 2024:
£57m Company cash), and a further £40m available to invest from the
managed EIS/VCT funds (31 March 2024: £40m)
-
£1,205m Net
assets (31 March 2024:
£1,251m)
-
646p NAV per
share (31 March 2024:
662p)
-
<1% Operating
costs (net of fee income) continue to be substantially less than
the targeted 1% of period-end NAV (31 March 2024: <1%)
|
*The above figures contain alternative performance measures
(“APMs”) – see the notes below for reconciliation of APMs to IFRS
measures.
Highlights
• £76m
in realisations which would rise to £124m following the anticipated
post period completion of M-Files which remains subject to
regulatory approval. This would surpass the guidance given at the
2024 full year results to realise proceeds in the region of £100m
this financial year.
• Acquired
a significant majority position for £19m in Connect Ventures Fund
I, a 2012 fund vintage.
• Three
primary new investments with one investment in transit made with a
combined funding of £13m; £8m in twelve companies for follow-on
deals; with a further £7m invested in Fund of Funds (“FoF”) and £4m
in Earlybird funds.
• Overarching
composition of the portfolio remains balanced and well-funded, with
portfolio companies transacting, in aggregate (via capital raise or
secondary), more than £800m of capital during the last 12 months.
Core companies ISAR Aerospace, ICEYE, RavenPack, Revolut and
Riverlane, all raised capital or transacted at higher valuation
rounds.
• Core
Portfolio average forecast gross profit margins of 70% for the 2025
calendar year compared to 68% for the 2024 calendar
year.
• Forecast
weighted average revenue growth of the Core Portfolio of 71% for
the 2024 calendar year and forecast to be 48% for the 2025 calendar
year.
• Executing
on capital allocation strategy, including completion of £10 million
share repurchase programme in September 2024 utilising a proportion
of realisation proceeds.
• Our
ESG and Sustainability efforts continue to evolve, including our
third disclosures to both CDP and PRI; providing tailored support
to portfolio companies through 1:1 engagements; the distribution of
our Sustainability Toolkit and continued financial support to new
portfolio companies for their own emissions assessment and
reduction efforts.
Ben Wilkinson, CEO at
Molten Ventures, commented:
“Announcing today’s
results as CEO, for a period in which I was CFO, I am pleased to
report that realisations have been a highlight in the first half of
the year and we have already surpassed the guidance provided at our
full-year results, further validating the quality of our portfolio
and the robustness of our valuation methodology. Since IPO Molten
has realised in excess of £600 million providing us with further
capital to both support founders and grow and scale our
business.
“We anticipate a more stable investment climate as visibility
over the cost of capital improves, which should support stronger
market valuations and increased fund deployment, both from private
VCs and through our own capital. As interest rates stabilise, we
expect to see more aligned views between buyers and sellers,
leading to greater market activity. To realise this potential, we
reaffirm our focus on our core business, driving strong investment
returns for all stakeholders. I look forward to outlining my
priorities in further detail at the full year.”
Results
presentation
A live webcast of the
presentation including Q&A will be held today at 9.00am for
analysts and will be available on https://brrmedia.news/GROW_HY25.
Conference call details for the Q&A are available via
Sodali.
In addition, Molten will provide a
further presentation for retail investors via the Investor Meet
Company platform at 10.00 on 22 November 2024. Existing and
potential investors can sign up to Investor Meet Company for free
via the link below.
https://www.investormeetcompany.com/molten-ventures-plc/register-investor
Half Year Report and
Accounts
The Company’s Half Year Report and Accounts for the six
months ended 30 September 2024, will also be available to download
from the Company’s website at https://investors.moltenventures.com/investor-relations/plc/reports
The Company has also submitted its Half Year Report and
Accounts for the six months ended 30 September 2024 to the UK
National Storage Mechanism (available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and
Euronext Dublin (available for inspection at
https://direct.euronext.com/#/oamfiling).
This announcement constitutes the material required by DTR
6.3.5 to be communicated in unedited full text through a Regulatory
Information Service.
Enquiries:
Molten Ventures
plc
Ben Wilkinson (Chief Executive
Officer)
Andy Zimmermann (Interim Chief
Financial Officer)
|
+44 (0)20 7931 8800
ir@molten.vc
|
Deutsche Numis
Securities
Joint Financial
Adviser and Corporate Broker
Simon Willis
Jamie Loughborough
Iqra Amin
|
+44 (0)20 7260 1000
|
Goodbody
Stockbrokers
Joint Financial
Adviser and Corporate Broker,
Euronext Dublin
Sponsor
Don Harrington
Tom
Nicholson
William Hall
|
+44 (0) 20 3841 6202
|
Sodali &
Co.
Public
relations
Elly Williamson
Jane Glover
|
+44 (0)7970 246 725
molten@sodali.com
|
About Molten
Ventures
Molten Ventures is a leading venture
capital firm in Europe, developing and investing in disruptive,
high growth technology companies. We inject visionary companies
with energy to help them transform and grow. This energy comes in
many forms - capital, of course, but also knowledge, experience,
and relationships. We believe it is our role to support the
entrepreneurs who will invent the future, and that future is being
built, today, in Europe.
As at 30 September 2024, Molten
Ventures had a diverse portfolio with shareholdings in 100+
companies, 18 of which represent our Core Portfolio holdings and
account for 61% of the Gross Portfolio Value. Our core companies
include Revolut, Thought Machine, Coachhub, Form3, Aiven, Ledger
and Aircall. We invest across four sectors: Enterprise Technology,
Hardware and Deeptech, Consumer Technology, and Digital Health and
Wellness, with highly experienced partners constantly looking for
new opportunities in each. We look for high-growth companies
operating in new markets, with aspirations for global expansion,
strong IP, powerful technology, and strong management teams to
deliver success. We also look for businesses with the potential to
generate strong margins to ensure rapid, sustainable growth in
substantial addressable markets.
Molten Ventures provides a unique
opportunity for public market investors to access these
fast-growing tech businesses, without having to commit to long term
investments with limited liquidity. Since our IPO in June 2016, we
have deployed over £1bn capital into fast growing tech companies
and have realised over £600m to 30 September 2024.
For more information, go
to
https://investors.moltenventures.com/investor-relations/plc
Chief Executive’s review
I am privileged to have the
opportunity to continue the evolution of the business. Molten has a
strong platform to build from for the next phase of growth, with a
leading investment team that has a unique skillset to take the
business forward.
Overview
Having stepped up as CEO at the time of our trading update
for the six months to 30 September 2024, we are grateful to Martin
for the critical role he has played in the development of Molten
into the unique and leading business it is today. I am privileged
to have the opportunity to continue the evolution of our business
building upon my insight as CFO during the period. I will be
supported by Andrew Zimmermann, our former Finance Director, who
will take over as Interim CFO. Molten has a strong platform to
build from for the next phase of growth, with a leading investment
team supported by a strong platform that has a unique skillset to
take the business forward. Our long track record of identifying and
backing high-growth, globally disruptive technology companies
demonstrates this expertise.
The most salient feature of the six months is the significant
acceleration in realisations, which has reached a value of £76
million and would rise to £124 million following the anticipated
M-Files realisation subject to regulatory approval due in Q4, 2024.
This surpasses our original guidance of realisations of £100
million for the full year, and has generated cash proceeds which
will allow us to take advantage of further attractive
opportunities. In our full-year results in June, we spoke about
cautious optimism in the stabilising economic climate. This
sentiment still prevails, with attractive entry pricing and an
opportunity to deploy capital into the right deals, particularly in
the secondary market. We remain well positioned to take advantage
of the best opportunities as and when they arise.
The gross portfolio fair value uplift in the existing
portfolio is modest, while we report a £36 million decline in total
gross portfolio value, this is driven primarily by realisations
exceeding the investment level of £51 million for the period and
adverse foreign currency movements.
With the pace of innovation continuing to accelerate and
companies remaining private for longer, Molten provides unrivalled
access to high growth businesses through our listed, liquid
structure at critical stages of their growth.
Market environment
Over the past six months, the global macroeconomic
environment has continued to pose challenges, however, there are
signs of improvement. Interest rates have begun to stabilise,
easing inflationary pressures and signposting to a lowering cost of
capital. There have been some signs of the M&A market
recovering, along with venture capital firms raising private
capital.
The venture capital investment market is not currently
uniform, and from an investment perspective, we are observing the
perceived top tier companies are commanding premium valuations,
including the likes of Revolut and OpenAI, while
capital is less readily available for the majority of
companies.
Our Approach
We will continue to operate an aligned strategy across our
three vehicles: the plc, and the managed EIS and VCT funds. Where
investments qualify for EIS and VCT investment, this structure
enables us to combine three capital pools to invest in the UK and
Europe’s most exciting technology companies in a risk-adjusted and
tax-efficient manner for our respective investors. Our broad
investment mandate and flexible listed model allow us to support
businesses across various stages of growth, from early- stage
innovation to more mature companies. This flexibility enables us to
deploy capital strategically, both in primary and secondary
investments, over a longer time horizon than traditional venture
capital models.
Meanwhile, our brand, people, and Fund of Funds programme
provide us with a broad pipeline of high-quality private technology
companies across the UK and Europe. We track, screen, and engage
with thousands of companies, targeting 15-30 new and follow-on
investments annually. This disciplined investment process also
extends to our secondary strategy, where we provide liquidity to
later-stage funds, focusing on portfolios with near-term visibility
on realisation opportunities.
Our unique listed platform and broad investment mandate
enable us to identify opportunities and support businesses for the
long-term building ownership stakes over time. We have a
diversified portfolio of over 100 companies, with the top 18
comprising 61% of our gross portfolio value across sectors and
stages, spanning the UK and Europe.
We will continue our focus on supporting the best founding
teams in the most exciting technology sectors, supported by
intelligent capital management. Our experienced team, with active
board management of many of our portfolio companies, provides
strategic guidance, access to networks, operational support to help
them achieve their growth objectives and risk mitigation. To date,
we have deployed over £1 billion in capital and realised over £600
million from successful exits, demonstrating our strong track
record of value creation for investors.
Activity in the year
We will continue our focus on secondaries, as highlighted at
the time of our fundraising in November 2023. This is a core
component of our investment strategy, and remains a key driver of
value creation.
Over the past six months, we have made significant further
strides in this area, most notably with the September acquisition
of a 97% stake in Connect Ventures Fund I. This fund, containing
eight minority positions in European software companies, is driven
by the standout performers Typeform and Soldo, which account for
85% of its value. This transaction represents an excellent example
of how our secondary strategy allows us to acquire high-quality
portfolios with near-term realisation potential at attractive
valuations.
In addition, our investments in Seedcamp Fund III (completed
in February 2024) and Forward Partners (completed in March 2024)
are progressing well. These investments enable us to expand our
portfolio into further tech subsectors and leverage our network to
secure high- quality secondary opportunities.
Portfolio
Our portfolio companies have been active in the period,
transacting, (via capital raise or secondary), more than £800
million of capital over the last 12 months. Our gross portfolio
value table, included on page 23, highlights the fair value uplift
of £20 million, excluding adverse foreign exchange movements of £30
million, which is the net of fair value uplifts totaling £110m and
fair reductions of £90 million.
In August 2024, Revolut announced a secondary transaction via
an employee share sale, implying a valuation of $45 billion. Molten
has recognised some of this secondary valuation uplift in line with
our valuation policy, resulting in a fair value uplift of £62
million, bringing the total fair value to £124 million as
commercial traction, product development and broadening customer
base continues to be proven.
Our valuation of Thought Machine has decreased to a fair
value of £63 million (31 Mar 2024: £99 million) in the period,
while we have made a valuation adjustment linked to market
multiples. This reflects the timing of implementing confirmed
customer contracts which had not gone live at the valuation date.
Our belief in the upside future value in the business remains as
they bring on new customers and look to go live with significant
accounts. We remain optimistic about the broader growth potential
of the business and its potential to transform the traditional
banking sector tech stack.
In June, ISAR Aerospace secured £220 million in its Series C
funding round. This latest funding will enable ISAR to continue
investing in the build-up and equipment for its series production.
It is also being used to expand its manufacturing capabilities by
building a larger, fully automated factory near Munich. ISAR is
planning for its first test launch in Q4 2024, with the long-term
goal to produce 40 launch vehicles per year, so they are positioned
to serve the private and public sector demand for small and
medium-sized satellites and satellite constellations in space. The
fair value of ISAR is £23 million.
In July, RavenPack, a leading provider of big data analytics
for hedge funds and banks, raised $20 million during the period.
This funding accelerated the development and launch of RavenPack’s
new AI platform, Bigdata.com. This is aimed to support
decision-making for financial professions by offering instant
insights and analytics based on real-time data sets and global
economic trends. The fair value of RavenPack is £36
million.
Also in July, quantum computing company, Riverlane closed a
$75 million Series C round. This capital will allow Riverlane to
scale its operations and meet growing global demand for Quantum
Error Correction (QEC) technology, with the ambitious goal of
achieving one million error-free quantum computer operations by
2026.
Ledger, a security for crypto hardware and crypto wallet,
launched two new hardware wallets, Ledger Stax in May, featuring a
curved E-Ink display and Ledger Flex in July, both designed to
enhance user experience with touchscreen technology. We have
recognised a fair value uplift of £4 million, bringing the gross
fair value to £64 million.
All these companies are at the forefront of their fields,
being just some examples from our portfolio, and the recent funding
rounds across the portfolio, reflect strong investor confidence in
their long-term prospects.
Realisations
Realisations have been a key highlight in the first half of
the year. We have surpassed the guidance provided at our full-year
results, achieving £76 million in realisations rising to £124
million, post-period, representing approximately 9% of our Gross
Portfolio Value (GPV). These successful exits have been completed
at or above holding value, further validating the quality of our
portfolio and the robustness of our valuation
methodology.
-
Graphcore via its acquisition by
SoftBank delivering 0.9x multiple on invested capital
-
Perkbox acquired by Great Hill
Partners delivering 1.3x multiple on invested capital
-
Endomag acquired by Hologic
delivering 3.7x multiple on invested capital
-
M-Files pending regulatory approval
is anticipated to deliver a 7.4x multiple on invested
capital.
Overall, Molten’s portfolio company exits are on course to
represent a significant percentage of transactions across all EU
VC-backed exits in 2024, demonstrating the high returns we continue
to achieve through our active portfolio management and disciplined
investment process.
Financial Position
We remain in a strong financial position, with the resources
necessary to continue supporting our portfolio and capturing new
investment opportunities. In July, we secured a £180 million debt
facility with J.P. Morgan Chase Bank, N.A. ("JPM") and HSBC
Innovation Banking Limited ("HSBCIB") effective from 7 September
2024. This comprises a £120 million term loan drawn on day one and
a revolving credit facility (“RCF”) of up to £60 million, both with
a three-year tenor, an extension to the previous £150 million
facility with JPM and HSBCIB.
Our disciplined capital allocation policy ensures that we
have the flexibility to deploy capital effectively as and when high
quality opportunities arise, while maintaining strong liquidity
headroom. Our £10m share buyback programme, as part of this, is now
complete.
Our cash position, combined with the undrawn capacity of our
revolving credit facility, gives us the ability to support our
existing portfolio and continue making new investments.
Outlook
Looking ahead, we anticipate a stabilising investment climate
as visibility over the cost of capital improves. We expect the
market to support higher activity levels, and with the pace of
technological innovation continuing to accelerate, this leaves
Europe in a strong position to create the companies that are
solving the biggest challenges we face as a society
today.
Our core focus will remain on supporting our founders and
driving strong investment returns for shareholders. This is an
opportunity to further grow and scale into the next cycle of the
market, which aligns with the potential for deeper pools of
capital. To realise this potential, we will reaffirm our focus on
our core business.
At Molten, we are well-positioned to capitalise on the
current and anticipated market conditions. We remain focused on
long-term value creation and are confident in our ability to
deliver strong returns in the years to come.
Ben Wilkinson
Chief Executive Officer
Portfolio review
During the period, we delivered
strong realisations to return cash proceeds to the balance sheet
and provide additional capital to take advantage of further
opportunities. We remain well diversified across our four key
sectors and confident in our thesis-led, sectoral investment
approach. Cash resource within the portfolio is a key focus and our
portfolio remains well funded, with over 75% of the core portfolio
having more than 12 months of cash runway, and over 50% with more
than 24 months.
Portfolio valuations
The Gross Portfolio Value as at 30 September 2024 is £1,343
million, down from £1,379 million at 31 March 2024. This reflects
investments made of £51 million, realisations of £76 million and a
gross portfolio fair value decrease (including the impact of FX) of
£11 million.
Excluding the impact of foreign currency movement, the
portfolio fair value grew £20 million. Unfavourable foreign
currency movements contributed a £30 million loss. Where there are
declines in enterprise valuations within the portfolio, these are
tempered by downside protection from preferred share classes. 98%
of portfolio companies (directly held investments only) have
downside protection, with 18% of the portfolio currently utilising
this, meaning that fair value in impacted companies has not
decreased in line with Enterprise Value decreases.
Our valuations process continues to follow the IPEV
Guidelines and reflects relevant market movements in the period as
they apply to our portfolio companies. Our portfolio companies
expect to continue growing revenue, with weighted average forecast
revenue growth in the Core Portfolio of 71% for the 2024 calendar
year and 48% in 2025 calendar year.
The Core Portfolio is made up of 18 companies representing
61% of the Gross Portfolio Value. The Core Portfolio composition
has evolved from the previous reporting period, following the
successful realisations of Perkbox, Graphcore and Endomagnetics,
and new entrants, in the shape of N26 and SimScale, which join from
the emerging portfolio
Deployment
We have continued to exercise discipline around our
investment process, deploying £51 million in the first half of the
year, into new and follow-on investments, including a £19 million
secondary investment to acquire 97% of Connect Ventures Fund I, a
2012 vintage.
New Companies*
During the period, we invested £13 million into new portfolio
companies, including:
|
Company
|
Stage
|
Who they are?
|
SALESAPE.AI
|
Early
|
SalesApe is an AI-powered sales assistant platform designed
to help businesses manage lead qualification, engagement, and
conversion through automated, conversational AI agents. This
platform integrates with various CRMs and messaging systems to
engage new leads quickly, respond across channels like email and
SMS, and manage essential sales tasks such as pre-qualifying leads
and booking appointments for human sales agents.
|
One Data
|
Growth
|
OneData is a technology firm focused on streamlining and
enhancing data management for businesses through its AI-powered
data products. OneData provides comprehensive solutions in areas
like data analytics, machine learning, business intelligence, and
database design. OneData enables companies to develop “data
products” highly structured data packages that help bridge
communication between IT teams and business users, making it easier
to derive insights and meet organisational goals.
|
Sightline Climate
|
Early
|
Sightline Climate is a market intelligence platform focused
on the emerging climate economy, helping investors, corporations,
and government entities make informed decisions on climate-focused
investments. Built on the success of the Climate Tech VC (CTVC)
newsletter, Sightline provides an extensive database of solutions
across key sectors like energy, transportation, and carbon
management. The platform allows users to track industry
developments, identify investment opportunities, and understand the
commercialisation stages of various climate technologies, such as
carbon capture and alternative energy sources.
|
* Disclosed
investments over £2 million
Follow-on*
We continue to support our existing portfolio as they grow,
investing over £8 million in follow-ons during the period,
including those set out below:
|
Company
|
Stage
|
Who they are?
|
Schüttflix
|
Growth
|
Schüttflix, is a digital marketplace transforming logistics
for construction bulk materials like sand, gravel, and grit.
Through its app, Schüttflix connects suppliers and carriers
directly with customers across various sectors, including road
construction, civil engineering, and landscaping. Molten first
invested in 2021 as part of its Series A.
|
Manna
|
Growth
|
Manna is a drone delivery company focused on high-speed,
eco-friendly, last-mile delivery services. The company uses
autonomous drones to deliver items like food, groceries, and
pharmaceuticals within minutes to suburban homes. Manna’s drones
fly at over 80 km/h, operate at an altitude of 80 meters, and cover
up to a 2-kilometer radius, enabling faster, quieter, and safer
delivery compared to traditional road-based options. Molten first
invested in 2021 as part of its Series A.
|
Makers
|
Growth
|
Makers is a technology education provider that trains
individuals in software development, offering a structured coding
bootcamp focused on helping students transition into careers as
software engineers. Their program includes immersive training in
full-stack development, web technologies, and essential software
engineering skills, emphasising both technical and professional
development to address the tech talent gap. Forward Partners,
acquired by Molten Ventures in March 2024, first invested in
2014.
|
*Disclosed investments over £1 million
Secondaries
Molten Ventures acquired 97% of the Connect Ventures Fund I
for £19m. Connect Ventures Fund I is a 2012 vintage fund containing
a portfolio of eight minority positions in businesses across
Europe. Of these eight assets, c.85% of the value is driven by
Typeform, a platform for forms and surveys, and Soldo, a payment
and spend automation platform.
Molten has previously acquired secondary positions in
Seedcamp Funds I, II & III, Earlybird DWES Funds IV and
Earlybird Digital East Fund I. Molten’s secondary strategy
leverages its network in the venture capital market to provide
liquidity to later life funds, with a focus on acquiring portfolios
of high-quality assets with nearer term realisation opportunities.
To date the Molten secondary strategy has in aggregate delivered
2.5x returns (multiple on invested capital).
Fund of Funds
Our Fund of Funds program continues to deliver valuable
access to emerging companies and high-quality deal flow from
top-tier seed and early-stage venture firms. The programme has
current commitments to 79 funds. Total commitments as at 30
September 2024 were £133 million, of which £91 million has been
drawn (£7 million in the period). This excludes our strategic
commitments to Earlybird funds (in excess of £5 million) made
outside of the Fund of Funds program.
Earlybird
Since 2018, we have built a platform in partnership with
Earlybird that allows us to continue to access earlier stage
companies in Germany and Europe, with the benefit of Earlybird's
expertise. This period, these funds, excluding those held within
our Fund of Funds programme, drew down £4 million.
Realisation
During the period Molten realised £76 million, with a further
£48 million expected from the sale of M-Files which, subject to
regulatory approval being obtained, would take the total to £124
million.
|
Company
|
Who they are?
|
Endomag
|
A medical technology company devoted to improving the global
standard of care in breast cancer. Molten realised a total return
of £35 million at a 3.9x multiple on invested capital, modestly
above the holding value. Molten first invested in Endomag in July
2018, with investment from its balance sheet and EIS and VCT funds.
Follow-on funding was provided to support Endomag's continued
growth in 2020.
|
Perkbox
|
An employee benefits and reward platform. Cash proceeds of
approximately £18m were above the Molten holding value of £16m and
delivered a 1.3x multiple on invested capital since Molten first
invested in 2016. Further capital was invested to support the
growth of Perkbox from 2017 to 2019 including by the EIS funds.
Perkbox was acquired by Great Hill Partners, a US-based private
equity firm.
|
Graphcore
|
A machine intelligence semiconductor company, which develops
Intelligent Processing Units (‘IPUs’). Molten realised a total
return of $26m, broadly in line with its Group holding value,
following Graphcore’s acquisition by SoftBank. Molten first
invested in Graphcore in 2016 as part of the company’s Series A and
further supported the business in subsequent funding rounds
including through the EIS funds. At a 0.9x multiple on invested
capital, the majority of the cost has been returned which
demonstrates the benefit of downside protection with preference
shares.
|
M-Files*
|
An intelligent file management platform and leader in
knowledge work automation using generative AI. Pending regulatory
approval, this deal values Molten's stake at the 31 March 2024
holding value of £48 million and would deliver a 7.4x multiple on
invested capital. Molten first invested in M-Files in its Series A
in 2013.
|
* Pending
regulatory
approval
Core portfolio highlights
The Molten Ventures Core Portfolio
is made up of 18 companies representing 61% of the Gross Portfolio
Value. New entrants to the Core consist of N26 and SimScale whilst
Perkbox, Graphcore and Endomagnetics were realised in the period
and therefore exited the core.
Note – narrative updates based on publicly available
information from the Core Portfolio companies.
Aircall
|
Location:
Paris, France
|
Sector:
Enterprise Technology
|
Aircall is a cloud-based customer phone and communication
platform that is designed exclusively for sales and support teams.
Its platform integrates with existing CRM systems and helpdesk
tools that eliminates any need for desk phones, allowing company
teams to be set up across several locations in an instant with an
internet connection.
During the period, Aircall accelerated AI integration,
introducing sentiment analysis, automated call summaries, and
real-time tagging to enhance customer insights and operational
efficiency. The launch of Aircall Workspace consolidated
communication channels and improved analytics, notably with refined
Time to Answer metrics, supporting scalable, data-driven customer
service improvements across finance and enterprise
sectors.
The telephony market has evolved and, with the introduction
of VOIP (Voice Over Internet Protocol), Aircall drives value to its
customers through actionable analytics, sentiment analysis and now
AI applications. Aircall’s integrations with CRMs and other lead
generation-customer service integration applications has resulted
in substantial benefits for its clients. Aircall’s early adoption
into the call centre market positions it as a pioneer in the space,
having a deep longstanding customer relationships and expansion
potential.
|
Invested:
£14m
|
Fair Value:
£64m
|
UN Sustainable Development
Goals Mapping:
8 9
|
Aiven
|
Location:
Helsinki, Finland
|
Sector:
Enterprise Technology
|
Aiven is a multi-cloud managed service provider which hosts
and manages open-source databases and messaging-system solutions on
all major cloud platforms. Aiven’s products are built using public
cloud infrastructure such as Apache Kafka, Cassandra,
Elasticsearch, M3 and PostgreSQL, supporting developers around the
world with building new applications, without having to manage
backend infrastructure.
Aiven enhanced its AI capabilities with an AI-driven SQL
Optimizer, streamlining query performance to reduce cloud costs and
optimise workloads. Achieving AWS Data & Analytics Competency
and expanding in Oracle Cloud, Aiven strengthens multi-cloud and
open-source analytics, positioning itself as a key partner for AI
and data-driven enterprise efficiency across scalable
environments.
Aiven also signed a three-year strategic collaboration
agreement with Amazon Web Services (AWS), also achieving AWS Data
and Analytics Competency status as it continues to build its
strategic relationship with AWS.
Aiven is a look-through investment held via
Earlybird.
|
Invested:
£5m
|
Fair Value:
£72m
|
UN Sustainable Development
Goals Mapping:
8 9
|
CoachHub
|
Location:
Berlin, Germany
|
Sector:
Enterprise Technology
|
CoachHub is a global digital coaching and talent development
platform that helps organisations to create personalised,
measurable, and scalable coaching programmes on a one-to- one basis
for entire workforces and teams. Coaching sessions are based on
scientific research and market insights led by behavioural
scientists and global research leaders to maximise business impact
and drive innovation. These are delivered via an AI-enabled
technology platform and seamless user experience. The coaching
journey is delivered by c. 3,500 business coaches across six
continents in more than 80 languages.
CoachHub advanced AI-driven coaching by integrating with
Microsoft Teams, enabling seamless, personalised engagement through
automated recommendations. The launch of “CoachHub Feedback”
provides data-rich insights into employee development via
multi-source feedback and behavioural tracking, aligning with their
science-based coaching model. This strategic AI adoption
underscores CoachHub’s commitment to scalable, measurable workforce
development.
Coachhub’s platform and offering meet the needs of a rapidly
transforming and growing industry, where traditional formats are
disrupted and where traditional formats are disrupted and new
talent generations ask for more career development options. The
business started in 2018 and is emerging to be a global category
leader with an impressive blue chip customer base.
|
Invested:
£31m
|
Fair Value:
£90m
|
UN Sustainable Development
Goals Mapping:
4 11
|
Form3
|
Location:
London, UK
|
Sector:
Enterprise Technology
|
Form3 is a cloud native payments-as-a-service platform that
designs, builds, and runs the technology that powers the future of
payments. Removing reliance on outdated, complex and costly
payments infrastructure through provision of a modern, real-time
account-to-account payment platform, Form3’s product is designed as
a single-instance, multi-tenant architecture, meaning a single
instance of the software supports multiple clients. When payment
scheme rules change, banks face difficulties in adapting - Form3’s
technology once implemented is applied to all customers in
realtime, seamlessly.
Form3 expanded its account-to-account payments infrastructure
by advancing its financial crime management capabilities,
emphasising enhanced compliance and risk solutions integrated
directly within its platform. These features align with the demand
for robust, real-time transaction monitoring and fraud detection, a
growing priority as financial services increasingly rely on rapid,
cloud-based payment solutions. Form3 raised $60 million in a Series
C extension. This funding, supported by British Patient Capital and
Visa, will fuel Form3’s growth across the UK, Europe, and the U.S.,
reinforcing banks' transitions to cloud-based, real-time payment
systems.
Payment schemes and systems are largely regional and defined
by currency, they are governed by a combination of Governments,
central and commercial banks. All major payments schemes around the
world are shifting into and/or are looking at building real-time
schemes, which by design will require cloud-native software to
support the implementation and continued maintenance.
|
Invested:
£30m
|
Fair Value:
£59m
|
UN Sustainable Development
Goals Mapping:
8 9
|
FintechOS
|
Location:
London, UK
|
Sector:
Enterprise Technology
|
FintechOS is a global leader in high productivity fintech
infrastructure and aims to simplify and accelerate the launch and
service of innovative financial products. FintechOS achieves high
speed product launches for major retail banks and insurance
companies. These solutions give companies the ability to engage
customers across new digital channels. With a low code/no code
approach, their product facilitates interaction across technical
and non-technical product teams at banks and insurers.
In the period, FintechOS announced the completion of its $60
million Series B+ investment round, co-led by Molten Ventures, to
drive growth and profitability. FintechOS continued to develop its
no-code/low-code financial technology platform by expanding its
product features in loan customisation, and strengthened
partnerships, including OTP Bank’s digital SME solutions. These
efforts aligned with continued platform enhancements and solidified
FintechOS’s position in digital finance transformation for banks
and insurers worldwide.
FintechOS’s product is designed to prioritise speed to
market. The repeal and replace legacy technology method works for
certain types of banks, typically larger Tier 1 banks, where it
takes many years and at high cost. However, for the vast majority
of the banks and insurance market, their technology stacks remain
an amalgamation and accumulation of technology. They require
technology that can seamlessly integrate with their existing stack
and enable them to innovate, which FintechOS helps to
facilitate.
|
Invested:
£30m
|
Fair Value:
£29m
|
UN Sustainable Development
Goals Mapping:
8 9
|
Freetrade
|
Location:
Bristol, UK
|
Sector:
Consumer Technology
|
Freetrade is a commission-free investment platform that
allows users to buy and sell shares in companies and
exchange-traded funds (ETFs) without paying any trading fees or
commissions. Freetrade aims to make investing more accessible and
affordable by eliminating the traditional trading commissions
charged by many brokers.
Freetrade focused on enhancing its UK services by withdrawing
from the Swedish market, aiming for improved product development
and user experience. The company announced the upcoming launch of
Junior ISAs and Lifetime ISAs for 2025 and shifted away from
cryptocurrency offerings. Engaging with its user community helped
inform these changes, resulting in positive investor sentiment
regarding Freetrade's strategic direction.
Freetrade is the leading challenger broker in the UK.
Freetrade positions itself as an investment platform designed to
make investing more accessible and affordable for everyone, their
mission is “to get everyone investing” by simplifying the process
and offering commission-free trading.
|
Invested:
£14m
|
Fair Value:
£17m
|
UN Sustainable Development
Goals Mapping:
8 9
|
HiveMQ
|
Location:
Munich, Germany
|
Sector:
Hardware & Deeptech
|
HiveMQ provides an enterprise messaging platform (MQTT) that
enables reliable, scalable and secure connectivity for IoT devices
to the cloud. The MQTT was designed for the fast, efficient and
reliable bi-directional movement of data between device and the
cloud allowing enterprises to connect, communicate, and control IoT
data under real-world stress. From its roots in the automotive
industry in Germany, HiveMQ has grown into other sectors and
internationally. Leading brands choose HiveMQ to build smarter IoT
projects, modernise factories, and create better customer
experiences in use cases in automotive, energy, logistics, smart
manufacturing, transportation, and more.
In July, HiveMQ earned SOC 2 Type II compliance, reinforcing
its commitment to secure, enterprise-grade solutions for handling
sensitive IoT data. This certification is crucial for clients
prioritising data security and compliance in IoT
deployments.
With an early mover advantage in MQTT, the de-facto IoT
messaging standard, HiveMQ is well-positioned to capitalise on the
rapidly growing $2 trillion+ IoT market. Already generating
significant revenue with over 130 Fortune 500 customers, HiveMQ has
raised over €49 million from investors.
|
Invested:
£20m
|
Fair Value:
£23m
|
UN Sustainable Development
Goals Mapping
9
|
ICEYE
|
Location:
Espoo, Finland
|
Sector:
Hardware & Deeptech
|
ICEYE is a commercial radar imaging satellite company that
operates a synthetic-aperture radar (SAR) satellite constellation
designed to deliver monitoring capabilities for any location on
earth. Using SAR technology provides imaging services, designed to
deliver frequent coverage, 24/7, to help clients resolve challenges
in sectors such as maritime, disaster management, insurance, and
finance. ICEYE’s SAR satellites enable the company to develop
unparalleled insights without the need for
line-of-sight.
ICEYE can see through clouds and offer more reliable data for
their clients around the world, including some of the largest
global insurance companies and governments. ICEYE has signed deals
with the likes of the Centers for Disease Control and Prevention
(CDC) in the US and the Australian Government to detect natural
disasters like floods and bushfires.
In August, ICEYE successfully launched four new SAR
satellites. The new satellites further expand the world’s largest
SAR constellation, owned and operated by ICEYE. In September, ICEYE
was selected by NASA to provide SAR data for its Commercial
Smallsat Data Acquisition (CSDA) Program through a 5-year
fixed-price, indefinite- delivery/ indefinite-quantity (IDIQ),
multiple-award contract.
|
Invested:
£23m
|
Fair Value:
£40m
|
UN Sustainable Development
Goals Mapping:
9 13
|
Isar AeroSpace
|
Location:
Munich, Germany
|
Sector:
Hardware & Deeptech
|
ISAR AeroSpace develops and builds launch vehicles to perform
satellite launch operations. To disrupt the space industry by
lowering the entry barriers to space and to make space access
affordable and sustainable, ISAR is developing a fully in-house
designed space launch vehicle. ISAR transports small- and medium-
sized satellites, and satellite constellations, into Earth’s orbit
and beyond, contributing to humanity’s progress and our planet’s
sustainable technological and economic development.
In June, ISAR announced a significant extension of its Series
C to €220m bringing total funding since its 2018 founding to over
€400m. This followed the announcement in May of the establishment
of a world-leading commercial launch vehicle production facility
near Munich, Germany. In collaboration with the pan-European real
estate company VGP Group, who will develop and build the facility,
ISAR expect to be able to produce 40 spectrum launch vehicles per
year in the future.
ISAR is a look-through investment held via
Earlybird.
|
Invested:
£4m
|
Fair Value:
£23m
|
Ledger
|
Location:
Paris, France
|
Sector:
Hardware & Deeptech
|
Ledger produces hardware wallets to store private crypto asse
tkeys in a secure, offline environment. Hot wallets (crypto wallets
connected to the internet) are susceptible to online attacks and
Ledger’s hardware wallets provide enhanced security to prevent
fraudulent access to crypto assets digitally. Customers can
integrate their Ledger device with 50+ software wallets. In
addition to their hardware wallet product offering, Ledger has also
built a full stack software platform to help customers buy, sell,
swap, stake, and lend their crypto assets securely - the Ledger
Live app provides a secure gateway to access dApps and blockchain
apps, allowing users to manage their cryptocurrencies, finances,
NFTs and crypto assets from one easy-to-use interface.
Ledger launched two new hardware wallets, Ledger Stax in May,
featuring a curved E-Ink display and Ledger Flex in July, both
designed to enhance user experience with touchscreen technology. In
conjunction with these products, Ledger introduced its Security Key
app designed to facilitate passwordless authentication using
passkeys. This app addresses common concerns about seed phrase
management by integrating recovery options into familiar security
tools.
The company’s innovative products, enable individuals and
institutions to safely store, trade and grow their crypto
holdings.
|
Invested:
£29m
|
Fair Value:
£64m
|
UN Sustainable Development
Goals Mapping:
8
|
M-Files
|
Location:
Austin, USA
|
Sector:
Enterprise Technology
|
M-Files is an intelligent file management platform allowing
its customers to organise their content to improve search
efficiency, categorisation, and document security. From document
creation and management to workflow automation, external
collaboration, enterprise search, security, compliance, and audit
trail, knowledge workers can increase productivity and unlock
efficiencies with M-Files’ industry-tailored solutions. Its
metadata-driven document management platform enables knowledge
workers to instantly find the right information in any context, and
the platform connects to existing folder networks and uses AI to
help best categorise information.
A definitive agreement was reached for a majority
recapitalisation investment led by Haveli Investments, a Texas
based technology- focused private equity firm, and Bregal
Milestone, a European software private equity firm. The
recapitalisation, subject to regulatory approval, would provide a
realisation for the entire Molten investment totalling £48m, which
is in line with the Group holding value.
|
Invested:
£7m
|
Fair Value:
£48m
|
UN Sustainable Development
Goals Mapping:
8
|
N26
|
Location:
Berlin, Germany
|
Sector:
Consumer Technology
|
N26 is a leading European neobank focused on a mobile-first,
streamlined banking experience. Fully licensed in Germany, N26
simplifies the account setup and verification process through video
chat-based KYC, enhancing speed and accessibility. Its app offers
robust personal finance tools, including spending insights, instant
transfers, and location-based security features to millions of
customers in 24 markets across Europe. N26 has raised c.€1.8
billion to date.
In May, Germany's financial regulator, BaFin, lifted the cap
on new customer onboarding, which had limited N26’s monthly growth
to 60,000 new customers per month. The restriction ceased from 1
June. In October, N26 launched its Stocks and ETFs trading feature
across 12 new European markets, allowing customers to invest in
popular U.S. and European assets directly through the app with
competitive pricing and options for fractional shares.
N26 is a look-through investment held via
Earlybird.
|
Invested:
£11m
|
Fair Value:
£11m
|
UN Sustainable Development
Goals Mapping:
10
|
RavenPack
|
Location:
Marbella, Spain
|
Sector:
Enterprise Technology
|
RavenPack is a leading provider of insights and technology
for data-driven companies. The company’s AI tools and products
allow financial institutions (including the most successful hedge
funds, banks, and asset managers in the world) to extract value and
insights from large amounts of information to enhance returns,
reduce risk, and increase efficiency by systematically
incorporating the effects of public information on their models and
workflows. RavenPack delivers structured analytics on published
content from high-quality sources (including gated content) and
over 40,000 web and social media sources, including news and
information in 13 languages for local-level precision and global
perspectives.
RavenPack launched a new platform called Bigdata.com in
October. This advanced AI platform is designed to transform
financial research and decision-making by providing users with
real-time insights from billions of financial documents.
Bigdata.com allows users to interactively "chat" with data, create
custom research tools, and automate tasks, significantly enhancing
research efficiency. The launch was supported by a $20 million
investment led by GP Bullhound, and the platform has been in beta
since July, already being utilised by over 40 major financial
institutions.
Molten has been invested in RavenPack since 2017 where we
were the first institutional backers of the business. The team has
been together for over 20 years and offers a truly differentiated
data product focused on the financial services and buy side sector.
Their high-quality client base of well-known investment banks and
hedge funds have been using RavenPack data for many years to help
optimise returns and understand market sentiment on companies
around the world. With the rich nature of RavenPack’s underlying
data, they are leading the AI charge with respect to financial
services and will undoubtedly be bringing more interesting products
to market.
|
Invested:
£8m
|
Fair Value:
£36m
|
UN Sustainable Development
Goals Mapping:
8
|
Revolut
|
Location:
London, UK
|
Sector:
Consumer Technology
|
Revolut is a global financial services company that
specialises in mobile banking, card payments, money remittance, and
foreign exchange. With 45+ million personal customers globally,
Revolut’s platform allows users to send money to 160+ countries,
hold up to 36 currencies in the app, and spend in 150+ currencies.
Revolut also boasts 500k+ business customers to date. Revolut’s
goal is for everyone to do all things money - spending, saving,
investing, borrowing, managing, and more - in just a few
taps.
Revolut gained nearly 2 million customers in 2024, reaching a
total of over 45 million globally, with 10 million in the UK alone.
Revolut carried out a secondary share sale of employee stock
options at an increased valuation to $45 billion. In July, Revolut
secured a banking license in the UK, which is a crucial step for
its plans to offer a broader range of financial services, including
traditional banking products.
Revolut generates revenue from a variety of sources including
interchange fees, foreign exchange spreads, trading commissions,
premium subscription fees, and business account fees. This
diversification, along with a focus on cross-selling products to
existing customers, has enabled Revolut to achieve strong revenue
growth.
|
Invested:
£11m
|
Fair Value:
£124m
|
UN Sustainable Development
Goals Mapping:
8 9
|
Riverlane
|
Location:
Cambridge, UK
|
Sector:
Hardware & Deeptech
|
Riverlane is a quantum computing company that is building the
Quantum Error Correction Stack (QEC) to comprehensively control all
qubit types and correct the millions of data errors that prevent
today’s generation of quantum computers from achieving useful
scale. Riverlane’s customers are typically governments, quantum
computer hardware companies and world-leading research
labs.
Riverlane made strides in quantum computing by securing a
DARPA grant for its Quantum Benchmarking program, aimed at
developing essential metrics for quantum performance. In July, the
company introduced a three-year roadmap for its Deltaflow quantum
error correction technology, targeting the achievement of one
million error-free quantum operations by 2026, a crucial step
toward surpassing classical supercomputing capabilities. Riverlane
is collaborating with top universities and national labs to advance
its QEC efforts, focusing on practical applications and fault
tolerance.
Riverlane are pioneering quantum computing company focused on
developing the critical quantum error correction stack, including
high-speed decoders, orchestration, and universal interfaces, to
enable large-scale, fault-tolerant quantum computing in partnership
with hardware makers.
|
Invested:
£5m
|
Fair Value:
£20m
|
UN Sustainable Development
Goals Mapping:
3 9
|
Schüttflix
|
Location:
Gütersloh, Germany
|
Sector:
Enterprise Technology
|
Schüttflix is Europe’s leading logistics platform and B2B
marketplace for bulk construction materials and adjacent products
in Europe. Bringing together partners from the whole industry -
including materials sellers, waste disposers, transport carriers,
and contractors - the app connects suppliers and carriers directly
with customers, enabling the supply of materials and products on
demand to professionals in relevant sectors, such as landscaping,
gardening, civil engineering, and road construction. By providing a
comprehensive overview of project details - such as materials
ordered, prices, delivery dates, key carrier company contacts, and
more - Schüttflix has laid the foundation for the digital evolution
of construction industry logistics, and is on a mission to be the
digital cornerstone of every construction project.
Schüttflix secured €45 million in funding in August 2024 to
enhance its construction technology platform. The investment, led
by existing and new investors including FJ Labs and DEVK Insurance,
aims to boost operational efficiencies and transparency in the
construction supply chain. Schüttflix plans to use these resources
for expansion into other European markets and to develop innovative
digital products that address industry challenges. These
initiatives reflect the company's commitment to transforming the
construction landscape through enhanced digital
solutions.
The construction industry is under pressure to improve
efficiency, reduce emissions, and adopt digital solutions.
Schüttflix’s platform provides key capabilities like paperless
delivery documentation, live tracking, price comparison, and
optimized route planning to help construction companies streamline
operations and reduce waste.
|
Invested:
£24m
|
Fair Value:
£24m
|
UN Sustainable Development
Goals Mapping:
9
|
SimScale
|
Location:
Munich, Germany
|
Sector:
Enterprise Technology
|
SimScale provides a High-Performance Computing (HPC)
workbench that enables cloud-based engineering simulations. Unlike
traditional solutions from legacy providers which are primarily
on-premise, SimScale’s platform is significantly more
cost-effective (approximately 10x less per annual license),
operates up to three times faster, and is easier to use without
extensive training. Through its Software-as-a-Service (SaaS) model,
SimScale offers a unified platform that supports real-time
collaboration and automation for engineering simulations in the
cloud. Since April, SimScale expanded its cloud-native simulation
platform, introducing AI- driven enhancements for automotive design
and new features in electromagnetics and structural analysis. The
platform has now surpassed 600,000 users and was showcased at the
IAA Transportation Trade Fair, where CEO David Heiny highlighted
its role in transforming automotive design through accessible,
real- time simulation.
SimScale has developed the world’s first cloud-native
engineering simulation platform, empowering businesses to deliver
higher- quality hardware products faster, more affordably, and at
scale. By democratising access to simulation—currently available to
just 1 in 25 engineers, with minimal reach in SMEs—SimScale
overcomes the limitations of traditional simulation tools, which
restrict widespread deployment and result in siloed
usage.
|
Invested:
£10m
|
Fair Value:
£11m
|
UN Sustainable Development
Goals Mapping:
8
|
Thought Machine
|
Location:
London, UK
|
Sector:
Hardware & Deeptech
|
Traditional banks face significant challenges due to
fragmented, siloed information within their on-premise technology
stacks. Thought Machine provides cloud-native core banking
infrastructure to both incumbent and challenger banks. With an
existing library of 200+ products, its cloud-native offering -
including Vault Core (core banking platform) and Vault Payments
(payments processing platform) - is designed to give banks total
flexibility in designing products that are scalable. The company’s
technology provides an alternative, flexible, cloud-based solution
that can be configured to provide product, user experience,
operating model, or data analysis capability. Emerging as a global
category leader in this space, Thought Machine’s ability to build
and deliver core banking transformations for Tier 1 banks and
fintechs is world class.
Thought Machine secured strategic partnerships, including
with Mastercard as its first core banking partner, and collaborated
with Quantifeed for private banking solutions. They successfully
migrated Judo Bank's lending business and PayU's LazyPay service to
their Vault platform. This period highlights Thought Machine's
commitment to expanding its fintech footprint and enhancing its
technology offerings.
|
Invested:
£37m
|
Fair Value:
£63m
|
UN Sustainable Development
Goals Mapping:
8
|
Financial review
The first half of the year saw
stable performance from the portfolio, offset by currency
headwinds. Strong delivery of exits has put Molten on track to
surpass the guidance of £100 million in realisations that we gave
at the time of the 2024 full year results.
The first half of the year saw a stable performance from the
overall portfolio, offset by currency headwinds. Strong delivery of
exits has put Molten on track to surpass the guidance of £100
million in realisations that we gave at the time of the 2024 full
year results, with the M-Files exit due to complete, subject to
final regulatory approval. This would take us to gross realisation
proceeds of £124 million year to date, in line with our targeted
realisations level of 10% of the Gross Portfolio Value through the
cycle.
At 30 September 2024, balance sheet cash was £82 million,
with the Extended Debt Facility of £120 million term loan and an
undrawn revolving credit facility of up to £60 million providing
further funding flexibility, subject to availability and certain
drawing conditions.
Our evergreen balance sheet model has allowed us to use these
facilities to maintain our strong capital position, while still
deploying £51 million supporting the growth of our portfolio and
providing capital to take advantage of secondary opportunities,
such as our significant investment in Connect Ventures Fund
I.
As at 30 September 2024, net assets stood at £1,205 million,
a decrease of £47 million (3%) from 31 March 2024. This was
primarily due to adverse currency movements outweighing a modest
increase in the fair value of the portfolio, along with an
increased deferred tax liability linked to fair value uplifts in
the portfolio.
Operating costs net of fee income amounted to £5 million
during the period and continue to be in line with the stated target
of being less than 1% of NAV. We continue to build the third-party
assets managed alongside the balance sheet, which will limit the
cost drag on investment returns.
Although the interest rate environment has stayed higher for
longer in response to inflationary pressures, this appears to be
starting to ease, the valuation environment appears to be
stabilising, and portfolio performance continues to be
resilient.
Statement of financial
position
Portfolio
The Gross Portfolio Value at 30 September 2024 was £1,343
million (£1,379 million at 31 March 2024). The Gross Portfolio
Value is an APM (see Note 23) and a reconciliation from gross to
net portfolio value, which is recognised in the condensed
consolidated interim statement of financial position, is shown on
page 29.
In the current environment, our focus has been to protect the
value of the portfolio and to preserve our balance sheet capital,
while continuing to take advantage of further investment
opportunities. Investments of £51 million were made during the
period, while cash proceeds from exits and sales of shares were
received of £76 million, rising to £124 million pending the
completion of M-Files, which remains subject to regulatory
approval. The gross fair value movement on the portfolio was a
reduction of £11 million, £30 million of which was from foreign
exchange headwinds, offset by an increase of £20 million from
positive fair value movements.
The fair value increase reflects the sentiment throughout the
market, with market-leading companies still commanding a premium
when raising capital. We are still seeing decreases in the
valuation multiples of public companies through reduction in growth
rates relating to the technology sector, which has impacted some of
our portfolio holding valuations.
The Gross Portfolio Value is subject to adjustments for the
fair value of any accrued carry and deferred tax liabilities that
can arise at the investment vehicle level to generate the Net
Portfolio Value of £1,260 million which is recognised at fair value
through profit and loss (“FVTPL”) in the condensed consolidated
interim statement of financial position.
The net fair value movement on investments, excluding foreign
exchange movements, of £20 million, is reflected in the condensed
consolidated interim statement of financial position. Carried
interest balances of £83 million are accrued to current and former
employees and consultants of the Group based on the current fair
value at the period-end, and deducted from the Gross Portfolio
Value. The Gross Portfolio Value table below reconciles the Gross
to Net Portfolio Values and the movements between 31 March 2024 to
30 September 2024. The percentage of Net Portfolio Value to Gross
Portfolio Value is 94% (31 March 2024: 93%), which reflects the
movement in carry balances in line with the movements of the
portfolio.
Deferred tax liabilities arising on the investment portfolio
at group level were £22 million (31 March 2024: £10 million) (see
Note 12).
Valuation model
Molten’s valuation model is a cornerstone of how we manage
our portfolio. Our portfolio valuations process continues to follow
the IPEV Guidelines which ensures our valuations are accurate and
responsive to the evolving business environment.
Our valuation model benefits from the protective structure of
preference shares, which shields us from downside risk while
allowing us to capture significant upside during market recoveries.
The governance surrounding our valuation process ensures
objectivity, with external audits and validations adding further
transparency and rigour to our approach.
This disciplined valuation strategy has been a key driver of
our strong track record, enabling us to realise substantial value
even in challenging market conditions, at or above NAV
holding.
Total liquidity
Total available cash for the Group at 30 September 2024 was
£142 million, including £60 million undrawn on the Company’s
revolving credit facility (31 March 2024: £117 million, including
£60 million undrawn on the Company’s revolving credit facility). In
addition to the balance sheet liquidity, our managed EIS and VCT
funds also have £44 million of cash available for investment as at
30 September 2024. The consolidated cash balance at 30 September
2024 was £82 million (31 March 2024: £57 million). During the
period, we received cash proceeds from portfolio realisations of
£76 million. This was offset by investments made during the period
of £51 million, management fees, and operating costs.
Molten manages liquidity risk by maintaining adequate
reserves with ongoing monitoring of forecast and actual cash flows.
Capital resources are managed to ensure there is sufficient
headroom for 18 months’ rolling operating expenses.
Molten generated cash realisations of £76 million during the
period, rising to £124 million following the anticipated
post-period completion of M-Files, which remains subject to
regulatory approval.
On the 26 July 2024, Molten commenced its share repurchase
programme of up to £10 million, which completed on 23 September
2024. The programme was financed through existing cash resources,
acquiring a total of 2,574,540 ordinary shares, which represents
approximately 1.4% of the Company’s issued share capital. For
further information, please see Note 16(i).
Debt facility
In July, the Group agreed an extension to the debt facility
to a £180 million net asset value (“NAV”) facility with J.P. Morgan
Chase Bank N.A. London Branch and HSBC Innovation Bank Limited (the
“Extended Debt Facility”), effective 7 September 2024. The Extended
Debt Facility comprises a £120 million term loan and a revolving
credit facility (“RCF”) of up to £60 million, both on a three-year
tenor, secured against various assets, LP interests and bank
accounts in the Group.
Drawdown of the RCF component of the Extended Debt Facility
is subject to a maximum loan to value ratio of 12.5%, whilst the
interest rate remains at SONIA plus a margin of 5.5% per annum. The
value of the portfolio will continue to be subject to periodic
independent third-party valuation.
We have been compliant with all relevant financial covenants
throughout the period and at period-end.
As at 30 September 2024, the £120 million term loan was fully
drawn and the £60 million RCF was undrawn. The drawn amount is
recognised in the condensed consolidated interim statement of
financial position at 30 September 2024, offset by capitalised fees
from the setup of the Extended Debt Facility, which are being
amortised over its life. For further information, please see Note
15.
Andrew Zimmermann
Interim Chief Financial Officer
Gross Portfolio Value
table
Investments
|
Fair Value of investments
31-Mar-24
£’m
|
Investments
£’m
|
Realisations
£’m
|
Non-Investment cash
movements
|
Movement in foreign
exchange
£’m
|
Fair value movement £’m
|
Total Fair Value movement
30-Sep-24
£’m
|
Fair Value of investments
30-Sep-24
£’m
|
Cost of Investment
30-Sep-24
£m
|
Multiple of Invested Cost
30-Sep-24
|
Ownership interest
range1
|
Revolut
|
65.1
|
–
|
–
|
–
|
(3.7)
|
62.1
|
58.4
|
123.5
|
11.1
|
11.1x
|
A
|
CoachHub
|
91.8
|
–
|
–
|
–
|
(2.3)
|
–
|
(2.3)
|
89.5
|
31.3
|
2.9x
|
C
|
Aiven
|
81.9
|
–
|
–
|
–
|
(2.0)
|
(8.3)
|
(10.3)
|
71.6
|
4.6
|
15.6x
|
B
|
Ledger
|
61.0
|
–
|
–
|
–
|
(1.5)
|
4.4
|
2.9
|
63.9
|
28.5
|
2.2x
|
B
|
Aircall
|
60.6
|
–
|
–
|
–
|
(3.5)
|
6.5
|
3.0
|
63.6
|
14.3
|
4.4x
|
B
|
Thought Machine
|
99.2
|
–
|
–
|
–
|
–
|
(35.8)
|
(35.8)
|
63.4
|
36.5
|
1.7x
|
A
|
Form3
|
59.1
|
–
|
–
|
–
|
–
|
0.2
|
0.2
|
59.3
|
30.1
|
2.0x
|
B
|
M-Files
|
47.7
|
–
|
–
|
–
|
(1.2)
|
1.9
|
0.7
|
48.4
|
6.5
|
7.4x
|
B
|
ICEYE
|
42.8
|
–
|
–
|
–
|
(2.4)
|
(0.4)
|
(2.8)
|
40.0
|
22.5
|
1.8x
|
B
|
RavenPack
|
37.2
|
–
|
–
|
–
|
(2.1)
|
1.0
|
(1.1)
|
36.1
|
7.5
|
4.8x
|
D
|
FintechOS
|
29.6
|
–
|
–
|
–
|
(0.7)
|
–
|
(0.7)
|
28.9
|
29.6
|
1.0x
|
D
|
Schuttflix
|
22.1
|
2.3
|
–
|
–
|
(0.6)
|
0.2
|
(0.4)
|
24.0
|
23.8
|
1.0x
|
B
|
HiveMQ
|
20.3
|
–
|
–
|
–
|
(0.5)
|
3.0
|
2.5
|
22.8
|
20.2
|
1.1x
|
B
|
ISAR AeroSpace
|
23.4
|
–
|
–
|
–
|
(0.6)
|
–
|
(0.6)
|
22.8
|
4.1
|
5.6x
|
A
|
Riverlane
|
15.9
|
–
|
–
|
–
|
–
|
4.1
|
4.1
|
20.0
|
5.1
|
3.9x
|
B
|
Freetrade
|
14.4
|
–
|
–
|
–
|
–
|
2.9
|
2.9
|
17.3
|
14.0
|
1.2x
|
B
|
N26
|
10.7
|
–
|
–
|
–
|
(0.3)
|
0.5
|
0.2
|
10.9
|
10.6
|
1.0x
|
B
|
SimScale
|
11.0
|
–
|
–
|
–
|
(0.3)
|
–
|
(0.3)
|
10.7
|
9.9
|
1.1x
|
B
|
Remaining
|
585.1
|
48.2
|
(75.8)
|
–
|
(8.6)
|
(22.8)
|
(31.4)
|
526.1
|
559.8
|
0.9x
|
|
Gross Portfolio Value
|
1,378.9
|
50.5
|
(75.8)
|
–
|
(30.3)
|
19.5
|
(10.8)
|
1,342.8
|
870.0
|
1.5x
|
|
Carry external
|
(87.1)
|
–
|
–
|
–
|
–
|
4.4
|
4.4
|
(82.7)
|
|
|
|
Portfolio deferred tax
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
|
Trading carry and co-invest
|
0.3
|
–
|
–
|
–
|
–
|
–
|
–
|
0.3
|
|
|
|
Non-investment cash movement
|
–
|
–
|
–
|
8.5
|
–
|
(8.5)
|
(8.5)
|
–
|
|
|
|
Net Portfolio value
|
1,292.1
|
50.5
|
(75.8)
|
8.5
|
(30.3)
|
15.4
|
(14.9)
|
1,260.4
|
|
|
|
1 Fully
diluted interest categorised as follows: Cat A: 0–5%, Cat B: 6–10%,
Cat C: 11–15%, Cat D: 16–25%, Cat E: > 25%.
Principal risks and
uncertainties
A detailed explanation of the principal risks and
uncertainties faced by the Group, the management and mitigation of
those risks and uncertainties, and the Group’s governance of risk
management is disclosed in the Risk Management and Principal Risks
sections (on pages 56 to 65) of the Annual Report and Accounts for
the year ended 31 March 2024.
The Audit, Risk and Valuations Committee has assessed the
principal risks and uncertainties included in the Annual Report and
determined that for the remaining six months of the financial year,
the risks to which the Group will be exposed are expected to be
substantially the same as described. In summary, those principal
risks and uncertainties comprise strategic, business, operational
and venture capital industry-specific risks.
Statement of Directors’
Responsibilities
The Directors confirm that these unaudited condensed interim
financial statements for the six months ended 30 September 2023
have been prepared in accordance with International Accounting
Standard 34, ‘Interim Financial Reporting’ (IAS 34) as adopted by
the European Union, UK-adopted IAS 34, the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom’s Financial
Conduct Authority and the Transparency (Directive 2004/109/EC)
Regulations 2007 (as amended) and the Central Bank of Ireland
(Investment Market Conduct) Rules 2019, and that the Interim
Management report includes a fair review of the information
required by the Disclosure Guidance and Transparency Rules (“DTR”)
4.2.7R and 4.2.8R, namely:
-
An indication of important events
that have occurred during the first six months and their impact on
the condensed set of financial statements, and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and,
-
Material related-party transactions
in the first six months and any material changes in the
related-party transactions described in the last annual
report.
This responsibility statement was approved by the Board on 19
November 2024 and signed on its behalf by:
Ben Wilkinson
Chief Executive Officer
Independent review report to Molten
Ventures plc
Report on the condensed consolidated
interim financial statements
Our conclusion
We have reviewed Molten Ventures plc’s condensed consolidated
interim financial statements (the “interim financial statements”)
in the Interim Report FY25 of Molten Ventures plc for the 6 month
period ended 30 September 2024 (the “period”).
Based on our review, nothing has come to our attention that
causes us to believe that the interim financial statements are not
prepared, in all material respects, in accordance with
International Accounting Standard 34, 'Interim Financial Reporting'
as adopted by the European Union, the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom’s Financial
Conduct Authority, the Transparency (Directive 2004/109/EC)
Regulations 2007 (as amended) and the Central Bank of Ireland
(Investment Market Conduct) Rules 2019.
The interim financial statements comprise:
-
the Condensed consolidated interim
statement of financial position as at 30 September
2024;
-
the Condensed consolidated interim
statement of comprehensive income for the period then
ended;
-
the Condensed consolidated interim
statement of cash flows for the period then ended;
-
the Condensed consolidated interim
statement of changes in equity for the period then ended;
and
-
the explanatory notes to the
interim financial statements.
The interim financial statements included in the Interim
Report FY25 of Molten Ventures plc have been prepared in accordance
with International Accounting Standard 34, 'Interim Financial
Reporting' as adopted by the European Union, the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom’s
Financial
Conduct Authority, the Transparency (Directive 2004/109/EC)
Regulations 2007 (as amended) and the Central Bank of Ireland
(Investment Market Conduct) Rules 2019.
Basis for conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410, ‘Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity’ issued by the Financial Reporting Council for use in the
United Kingdom (“ISRE (UK) 2410”). A review of interim financial
information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures.
A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and, consequently, does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
We have read the other information contained in the Interim
Report FY25 and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the interim financial statements.
Conclusions relating to going
concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
conclusion section of this report, nothing has come to our
attention to suggest that the directors have inappropriately
adopted the going concern basis of accounting or that the directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on
the review procedures performed in accordance with ISRE (UK) 2410.
However, future events or conditions may cause the group to cease
to continue as a going concern.
Responsibilities for the interim
financial statements and the review
Our responsibilities and those of
the directors
The Interim Report FY25, including the interim financial
statements, is the responsibility of, and has been approved by the
directors. The directors are responsible for preparing the Interim
Report FY25 in accordance with the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom’s Financial
Conduct Authority, the Transparency (Directive 2004/109/EC)
Regulations 2007 (as amended) and the Central Bank of Ireland
(Investment Market Conduct) Rules 2019. In preparing the Interim
Report FY25, including the interim financial statements, the
directors are responsible for assessing the group’s ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
group or to cease operations, or have no realistic alternative but
to do so.
Our responsibility is to express a conclusion on the interim
financial statements in the Interim Report FY25 based on our
review. Our conclusion, including our Conclusions relating to going
concern, is based on procedures that are less extensive than audit
procedures, as described in the Basis for conclusion paragraph of
this report. This report, including the conclusion, has been
prepared for and only for the company for the purpose of complying
with the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom’s Financial Conduct Authority, the Transparency
(Directive 2004/109/EC) Regulations 2007 (as amended) and the
Central Bank of Ireland (Investment Market Conduct) Rules 2019 and
for no other purpose. We do not, in giving this conclusion, accept
or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in
writing.
PricewaterhouseCoopers
LLP
Chartered Accountants
London
19 November 2024
Condensed consolidated interim
statement of comprehensive income
For the period ending 30 September 2024
|
|
Unaudited Period ended
30 Sep 2024
|
Unaudited Period ended 30 Sep
2023
|
Notes
|
£’m
|
£’m
|
Movements on investments held at fair value through profit or
loss
|
6
|
(14.9)
|
(63.2)
|
Fee income
|
|
11.9
|
9.7
|
Total investment loss
|
|
(3.0)
|
(53.5)
|
Operating expenses
|
|
|
|
General administrative expenses
|
|
(13.1)
|
(10.8)
|
Depreciation and amortisation
|
|
(0.1)
|
(0.3)
|
Share-based payments – resulting from Company share option
scheme
|
|
(3.2)
|
(2.5)
|
Investment and acquisition costs
|
|
-
|
(0.1)
|
Total operating expenses
|
|
(16.4)
|
(13.7)
|
|
|
|
|
Loss from operations
|
|
(19.4)
|
(67.2)
|
Finance income
|
7
|
1.0
|
–
|
Finance expense
|
7
|
(6.8)
|
(5.2)
|
Loss before tax
|
|
(25.2)
|
(72.4)
|
Income taxes
|
|
(12.3)
|
0.2
|
Total comprehensive loss for the
period
|
|
(37.5)
|
(72.2)
|
Loss per share attributable to
owners of the parent:
|
|
|
|
Basic loss per weighted average share (pence)
|
8
|
(20)
|
(47)
|
Diluted loss per weighted average share (pence)
|
8
|
(20)
|
(47)
|
The notes below are an integral part of these condensed
consolidated interim financial statements.
The notes below are an integral part
of these condensed consolidated interim financial
statements.
Condensed consolidated interim
statement of financial position
As at 30 September 2024
|
Notes
|
Unaudited
30 Sep 2024
|
Audited
31 Mar 2024
|
£’m
|
£’m
|
Non-current assets
|
|
|
|
Intangible assets
|
|
10.3
|
10.4
|
Financial assets held at fair value through profit or
loss
|
10
|
1,260.4
|
1,292.1
|
Property, plant and equipment
|
|
2.0
|
0.1
|
Total non-current assets
|
|
1,272.7
|
1,302.6
|
Current assets
|
|
|
|
Trade and other receivables
|
|
5.5
|
1.6
|
Cash and cash equivalents
|
|
82.2
|
57.0
|
Total current assets
|
|
87.7
|
58.6
|
Current liabilities
|
|
|
|
Trade and other payables
|
|
(9.8)
|
(9.1)
|
Financial liabilities
|
15
|
(0.3)
|
–
|
Total current liabilities
|
|
(10.1)
|
(9.1)
|
Non-current liabilities
|
|
|
|
Deferred tax
|
12
|
(24.0)
|
(11.7)
|
Provisions
|
|
(0.9)
|
(0.3)
|
Financial liabilities
|
15
|
(120.6)
|
(89.4)
|
Total non-current
liabilities
|
|
(145.5)
|
(101.4)
|
Net assets
|
|
1,204.8
|
1,250.7
|
|
|
|
|
Equity
|
|
|
|
Share capital
|
13
|
1.9
|
1.9
|
Share premium account
|
13
|
671.2
|
671.2
|
Own shares reserve
|
16(i)
|
(20.4)
|
(8.8)
|
Other reserves
|
16(ii)
|
77.9
|
74.7
|
Retained earnings
|
|
474.2
|
511.7
|
Total equity
|
|
1,204.8
|
1,250.7
|
|
|
|
|
Net assets per share (pence)
|
8
|
646
|
662
|
Diluted net assets per share (pence)
|
8
|
646
|
660
|
The condensed consolidated interim financial statements were
approved by the Board of Directors for issue on 19 November
2024.
The notes below are an integral part of these condensed
consolidated interim financial statements.
Ben Wilkinson
Chief Executive Officer
Molten Ventures plc registered number 09799594
Condensed consolidated interim
statement of cash
flows
for the period ending 30 September 2024
|
Notes
|
Unaudited Period ended 30 Sep
2024
|
Unaudited Period ended 30 Sep 2023
|
£’m
|
£’m
|
Cash flows from operating
activities
|
|
|
|
Loss after tax
|
|
(37.5)
|
(72.2)
|
Adjustments to reconcile loss to net cash outflow in
operating activities
|
17
|
33.5
|
69.2
|
Purchase of investments
|
10
|
(50.5)
|
(16.5)
|
Proceeds from disposals in underlying investment
vehicles
|
10
|
75.8
|
32.6
|
Net loans made to underlying investment vehicles and Group
companies
|
10
|
(8.5)
|
(6.4)
|
Net cash inflow from operating
activities
|
|
12.8
|
6.7
|
Cash flows from investing
activities
|
|
|
|
Property, plant and equipment
|
|
(0.2)
|
–
|
Net cash outflow from investing
activities
|
|
(0.2)
|
-
|
Cash flows from financing
activities
|
|
|
|
Loan proceeds
|
15
|
30.0
|
–
|
Fees paid on issuance of loan
|
15
|
(0.8)
|
–
|
Interest paid
|
|
(4.0)
|
(4.8)
|
Acquisition of own shares
|
16
|
(11.6)
|
–
|
Cost of acquisition of own shares
|
|
(0.1)
|
–
|
Repayments of leasing liabilities
|
15
|
(0.1)
|
(0.2)
|
Net cash inflow/(outflow) from
financing activities
|
|
13.4
|
(5.0)
|
Net increase in cash and cash
equivalents
|
|
26.0
|
1.7
|
Cash and cash equivalents at the beginning of the
period
|
|
57.0
|
22.9
|
Exchange differences on cash and cash equivalents
|
|
(0.8)
|
–
|
Cash and cash equivalents at the end
of the period
|
|
82.2
|
24.6
|
The notes below are an integral part of these condensed
consolidated interim financial statements.
Condensed consolidated interim
statement of changes in equity
for the period ended 30 September 2024
|
|
Attributable to equity holders of the parent (£’m)
|
Period ended 30 September 2024
(unaudited)
|
Notes
|
Share capital
|
Share premium
|
Own shares reserve
|
Other reserves
|
Retained earnings
|
Total equity
|
Brought forward as at 1 April
2024
|
|
1.9
|
671.2
|
(8.8)
|
74.7
|
511.7
|
1,250.7
|
Comprehensive expense for the
period
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
-
|
-
|
(37.5)
|
(37.5)
|
Total comprehensive expense for the
period
|
|
-
|
-
|
-
|
-
|
(37.5)
|
(37.5)
|
Contributions by, and distributions
to, the owners:
|
|
|
|
|
|
|
|
Acquisition of treasury shares
|
16
|
-
|
-
|
(11.6)
|
-
|
-
|
(11.6)
|
Options granted and awards exercised
|
14, 16
|
-
|
-
|
-
|
3.2
|
-
|
3.2
|
Total contributions by and
distributions to the owners
|
|
-
|
-
|
(11.6)
|
3.2
|
-
|
(8.4)
|
Balance as at 30 September
2024
|
|
1.9
|
671.2
|
(20.4)
|
77.9
|
474.2
|
1,204.8
|
|
|
|
|
|
|
|
|
|
|
Attributable to equity holders of the parent (£’m)
|
Period ended 30 September 2023
(unaudited)
|
Notes
|
Share capital
|
Share premium
|
Own shares reserve
|
Other reserves
|
Retained earnings
|
Total equity
|
Brought forward as at 1 April 2023
|
|
1.5
|
615.9
|
(8.9)
|
33.3
|
552.3
|
1,194.1
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
Loss for the period
|
|
–
|
–
|
–
|
–
|
(72.2)
|
(72.2)
|
Total comprehensive expense for the period
|
|
–
|
–
|
–
|
–
|
(72.2)
|
(72.2)
|
Contributions by and distributions to
the owners:
|
|
|
|
|
|
|
|
Options granted and awards exercised
|
14
|
–
|
–
|
–
|
2.3
|
–
|
2.3
|
Total contributions by and distributions to
the owners
|
|
–
|
–
|
–
|
2.3
|
–
|
2.3
|
Balance as at 30 September 2023
|
|
1.5
|
615.9
|
(8.9)
|
35.6
|
480.1
|
1,124.2
|
The notes in pages 32 to 54 are an integral part of these
condensed consolidated interim financial statements.
|
Notes to the condensed consolidated
interim financial statements
1. General information
|
Name of the Company
|
Molten Ventures plc
|
LEI code of the Company
|
213800IPCR3SAYJWSW10
|
Domicile of Company
|
United Kingdom
|
Legal form of the Company
|
Public limited company
|
Country of incorporation
|
England and Wales
|
Address of Company’s registered
office
|
20 Garrick Street, London WC2E 9BT
|
Principal place of
business
|
20 Garrick Street, London WC2E 9BT
|
Description of nature of entity’s
operations and principal activities
|
Venture capital firm
|
Name of parent entity
|
Molten Ventures plc
|
Name of ultimate parent of
Group
|
Molten Ventures plc
|
Period covered by financial
statements
|
1 April 2024–30 September 2024
|
Molten Ventures plc (the “Company”) is a public limited
company incorporated and domiciled in England and Wales. On 23 July
2021, the Company’s ordinary shares were admitted to the premium
listing segment of the Official List of the Financial Conduct
Authority and to trading on the London Stock Exchange’s Main Market
for listed securities, as well as to the secondary listing of the
Official List of the Irish Stock Exchange plc and to trading on the
regulated market of Euronext Dublin. Prior to this, between 15 June
2016 and 22 July 2021, the Company was listed on the London Stock
Exchange’s AIM market and the Irish Stock Exchange’s Euronext
Growth market.
|
The Company is the ultimate parent company in which results
of subsidiaries are consolidated in line with IFRS 10. The
condensed consolidated interim financial statements for the period
ended 30 September 2024, and for the comparative periods ending 31
March 2024 and 30 September 2023, comprise the condensed
consolidated interim financial statements of the Company and its
subsidiaries (together, the “Group”). These condensed interim
financial statements do not comprise statutory accounts within the
meaning of section 434 of the Companies Act 2006 and have been
reviewed, not audited. The Annual Report and Accounts for the year
ended 31 March 2024, which were unqualified audited accounts, were
approved by the Board of Directors on 11 June 2024 and delivered to
the Registrar of Companies.
|
The condensed consolidated interim financial statements are
presented in Pounds Sterling (GBP/£), which is the currency of the
primary economic environment in which the Group operates. All
amounts are rounded to the nearest million, unless otherwise
stated.
|
2. Going concern assessment and
principal risks
|
Going concern
|
The Group’s primary sources of liquidity are the cash flows
it generates from its operations, realisations of its investments
and borrowings. The primary use of this liquidity is to fund the
Group’s operations (including the purchase of investments).
Responsibility for liquidity risk management rests with the Board,
which has established a framework for the management of the Group’s
funding and liquidity management requirements.
|
The Group manages liquidity risk by maintaining adequate
reserves and with ongoing monitoring of forecast and actual cash
flows. The Group has undertaken a going concern assessment and the
latest assessment showed sufficient headroom for liquidity for at
least the next 12 months from the date of signing of these
financial statements.
|
The assessment of going concern considered both the Group’s
current performance and future outlook, including:
|
• An
assessment of the Group’s liquidity and solvency position using a
severe but plausible scenario to assess the potential impact on the
Group’s operations and portfolio companies. This scenario includes
(i) unpredictability of exit timing, being no realisations
throughout the Going Concern period; (ii) portfolio company
valuations subject to change, being a 25% decrease in GPV to assess
the impact on covenant compliance; and (iii) the impact of an
additional 2% increase in interest rates to take SONIA to 6.95%.
The Group manages and monitors liquidity regularly and continually
assesses investments, commitments, realisations, operating
expenses, and receipt of portfolio cash income including under
stress scenarios ensuring liquidity is adequate and sufficient. As
at the date of signing, the Directors believe the Group has
sufficient cash resources and liquidity, and is well placed to
manage the business risks in the current economic environment with
the ability to utilise the Debt Facility as required.
|
• The
Group has used the same severe but plausible scenario to test both
financial and non-financial covenants as part of the debt facility
agreement, with no breaches identified.
|
After making enquiries and following challenge and review,
the Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for 12
months from the date of approval of these financial statements. For
this reason, they continue to adopt the going concern basis in
preparing the financial statements.
|
Principal risks
|
The Group has reviewed its exposure to its principal risks
and concluded that these did not have a significant impact on the
financial performance and/or position of the Group for the period
and as at 30 September 2024, respectively. For further details on
the Group’s principal risks, as well as its risk management
processes, please see the Management Report to these accounts and
the Risk Management and Principal Risks Section of the Annual
Report and Accounts for the year ended 31 March 2024.
|
3. Adoption of new and revised
standards
|
i. Adoption of new and revised
standards
|
No changes to IFRS have impacted this period’s financial
statements.
|
ii. Impact of standards issued not
yet applied
|
No upcoming changes under IFRS are likely to have a material
effect on the reported results or financial position. Management
will continue to monitor upcoming changes.
|
4. Significant accounting
policies
|
Basis of preparation
|
These condensed consolidated interim financial statements for
the six months ended 30 September 2024 have been prepared in
accordance with International Accounting Standard 34, ‘Interim
Financial Reporting’ (“IAS 34”) as adopted by the European Union,
UK-adopted IAS 34, the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom’s Financial Conduct Authority and
the Transparency (Directive 2004/109/ EC) Regulations 2007 (as
amended) and the Central Bank of Ireland (Investment Market
Conduct) Rules 2019.
|
The unaudited condensed consolidated interim financial
statements for the six months ended 30 September 2024 were approved
by the Board of Directors on 19 November 2024.
|
The annual financial statements of the Group for the year
ended 31 March 2024 were prepared in accordance with UK-adopted
International Accounting Standards (“IAS”) and the requirements of
the Companies Act 2006 as applicable to companies reporting under
those standards and International Financial Reporting Standards
(“IFRS”) adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union. Except as noted below, the condensed
consolidated interim financial statements have been prepared
applying the accounting policies that were applied in the
preparation of the Group’s published consolidated financial
statements for the year ended 31 March 2024.
|
a. Significant
accounting policies
|
The condensed consolidated interim financial statements have
been prepared in accordance with the accounting policies adopted by
the Group’s most recent Annual Report and Accounts for the year
ended 31 March 2024.
|
b. Basis
of consolidation
|
The condensed consolidated interim financial statements have
been prepared in accordance with the basis of consolidation adopted
by the Group’s most recent Annual Report and Accounts for the year
ended 31 March 2024.
|
5. Critical accounting estimates and
judgements
|
The Directors have made the following judgements and
estimates that have had the most significant effect on the carrying
amounts of the assets and liabilities in the consolidated financial
statements. The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised, if the
revision affects only that period, or in the period of the revision
and future periods if the revision affects both current and future
periods. Actual results may differ from estimates. The key
estimate, (5) (a), and judgement,
(5)(b), are discussed below. There have been no new critical
accounting estimates and judgements in the period ended
30 September 2024.
|
Estimate:
|
a.
Valuation of unquoted equity investments at fair value
through profit and loss
|
The Group invests into limited companies and Limited
Partnerships, which are considered to be investment companies that
invest for the benefit of the Group. These investment companies are
measured at fair value through profit or loss based on their net
asset value (“NAV”) at the year-end. The Group controls these
entities and is responsible for preparing their NAV, which is
mostly based on the valuation of their unquoted investments. The
Group’s valuation of investments measured at fair value through
profit or loss is, therefore, dependent upon estimations of the
valuation of the underlying portfolio companies.
|
The Group, through its controlled investment companies also
invests in investment funds, which primarily focus on seed
investments. These investments are considered to be “Fund of Fund
investments” for the Group and are recognised at their NAV at the
period-end date. These Fund of Fund investments are not controlled
by the Group and some do not have coterminous year-ends with the
Group. To value these investments, management obtains the latest
audited financial statements or partner reports of the investments
and discusses further movements with the management of the funds
following consideration of whether the funds follow the IPEV
Guidelines.
|
Where the Fund of Funds hold investments that are
individually material to the Group, management perform further
procedures to determine that the valuation of these investments has
been prepared in accordance with the Group’s valuation policies for
portfolio companies, as outlined below, and these valuations will
be adjusted by the Group where necessary based on the Group
valuation policy for portfolio companies.
|
The estimates required to determine the appropriate valuation
methodology of investments means there is a risk of material
adjustment to the carrying amounts of assets and liabilities. These
estimates include whether to increase or decrease investment
valuations and require the use of assumptions about the carrying
amounts of assets and liabilities that are not readily available or
observable.
|
The fair value of investments is established with reference
to the IPEV Guidelines. An assessment will be made at each
measurement date as to the most appropriate valuation
methodology.
|
The Group invests in early-stage and growth technology
companies, through predominantly unlisted securities. Given the
nature of these investments, there are often no current or
short-term future earnings or positive cash flows. Consequently,
although not considered to be the default valuation technique, the
appropriate approach to determine fair value may be based on a
methodology with reference to observable market data, being the
price of the most recent transaction. Fair value estimates that are
based on observable market data will be of greater reliability than
those based on estimates and assumptions and, accordingly, where
there have been recent investments by third parties, the price of
that investment will generally provide a basis of the
valuation.
|
If this methodology is used, its initial use and the length
of period for which it remains appropriate to use the calibration
of last round price depends on the specific circumstances of the
investment, and the Group will consider whether this basis remains
appropriate each time valuations are reviewed. In addition, the
inputs to the valuation model (e.g. revenue, comparable peer group,
product roadmap, and other milestones) will be recalibrated to
assess the appropriateness of the methodology used in relation to
the market performance and technical/product milestones since the
round and the Company’s trading performance relative to the
expectations of the round.
|
The Group considers alternative methodologies in the IPEV
Guidelines, being principally price-revenue or price-earnings
multiples, depending upon the stage of the asset, requiring
management to make assumptions over the timing and nature of future
revenues and earnings when calculating fair value. When using
multiples, we consider public traded multiples as at measurement
date (30 September 2024 for this report) in similar lines of
business, which are adjusted based on the relative growth potential
and risk profile of the subject company versus the market and to
reflect the degree of control and lack of marketability as well as
considering company performance against milestones (e.g.
financial/technical/product milestones).
|
The equity values of our portfolio companies are generally
assessed via the methodologies described above. For direct
investments, the equity values are run through their relevant
waterfalls to assess the fair value of the investment to Molten
Ventures under the current value methodology. Other methodologies
are considered if appropriate.
|
In all cases, valuations are based on the judgement of the
Directors after consideration of the above and upon available
information believed to be reliable, which may be affected by
conditions in the financial markets. Due to the inherent
uncertainty of the investment valuations, the estimated values may
differ significantly from the values that would have been used, had
a ready market for the investments existed, and the differences
could be material. Due to this uncertainty, the Group may not be
able to sell its investments at the carrying value in these
financial statements when it desires to do so, or to realise what
it perceives to be fair value in the event of a sale. See Note 18
for information on unobservable inputs used and sensitivity
analysis on investments held at fair value through profit or
loss.
|
Judgement
|
b. Investment
entity
|
The Group has a number of entities within its corporate
structure and a judgement has been made regarding which should be
consolidated in accordance with IFRS 10, and which should not. The
Group consolidates all entities where it has control, as defined by
IFRS 10, over the following:
|
• power
over the investee to significantly direct the
activities;
|
• exposure,
or rights, to variable returns from its involvement with the
investee; and
|
• the
ability to use its power over the investee to affect the amount of
the investor’s returns.
|
The Company does not consolidate qualifying investment
entities it controls in accordance with IFRS 10 and instead
recognises them as investments held at fair value through profit or
loss. An investment entity, as defined by IFRS 10, is an entity
that:
|
• obtains
funds from one or more investors for the purpose of providing those
investor(s) with the investment management services;
|
• commits
to its investor(s) that its business purpose is to invest funds
solely for returns from capital appreciation, investment income, or
both; and
|
• measures
and evaluates the performance of substantially all of its
investments on a fair value basis.
|
When judging whether an entity within the Group is an
investment entity, the Group structure as a whole is considered. As
a Group, the investment entities have the characteristics of an
investment entity. This is because the Group has:
|
• more
than one investment;
|
• more
than one investor;
|
• unrelated
investors; and
|
• equity
ownership interests.
|
6. Movements on investments held at
fair value through profit or loss
|
|
|
|
|
|
Period ended 30 Sep 2024
£’m
|
Period ended 30 Sep 2023
£’m
|
Changes in unrealised losses on investments held at fair
value through profit or loss
|
(10.1)
|
(53.8)
|
Changes in realised gains/ (losses) on investments held at
fair value through profit or loss
|
25.5
|
(4.4)
|
Net foreign exchange losses on investments held at fair value
through profit or loss
|
(30.3)
|
(5.0)
|
Total movements on investments held
at fair value through profit and loss
|
(14.9)
|
(63.2)
|
|
|
|
|
7. Net finance expense
|
|
Period ended 30 Sep 2024
|
Period ended 30 Sep 2023
|
£’m
|
£’m
|
Interest and expenses on loans and borrowings
|
(6.8)
|
(5.2)
|
Finance expense
|
(6.8)
|
(5.2)
|
Interest Income
|
1.0
|
–
|
Finance income
|
1.0
|
–
|
Net finance expense
|
(5.8)
|
(5.2)
|
8. Loss per share and net asset
value
|
The calculation of basic earnings per weighted average share
is based on the profit attributable to Shareholders and the
weighted average number of shares. When calculating the diluted
earnings per share, the weighted average number of shares in issue
is adjusted for the effect of all dilutive share options and
awards.
|
Basic loss per ordinary
share
|
|
Loss after tax
|
No. of shares
|
Pence
|
£’m
|
|
per share
|
For the period ended 30 September
2024
|
(37.5)
|
188.5
|
(20)
|
For the period ended 30 September 2023
|
(72.2)
|
153.0
|
(47)
|
Diluted loss per ordinary
share
|
|
|
|
|
|
|
|
Loss after tax
|
No. of shares1
|
Pence
|
£’m
|
|
per share
|
30 September 2024
|
(37.5)
|
188.4
|
(20)
|
30 September 2023
|
(72.2)
|
153.5
|
(47)
|
1 The
basic number of shares is 186.5 million, which has been adjusted
for treasury shares of £2.6m. Please see Note 16 (i) for further
details (period to 30 September 2023: 153.0 million). Diluted
shares has been calculated to adjust by the accounting for options
of 0.04 million in the period (period to 30 September 2023: 0.5
million) to get to the diluted number of shares of 188.4 million
(period to 30 September
2023: 153.5 million).
|
Net asset value per share is based on the net asset
attributable to Shareholders and the number of shares at the
relevant reporting date. When calculating the diluted earnings per
share, the number of shares in issue at balance sheet date is
adjusted for the effect of all dilutive share options
and awards.
|
Net asset value per ordinary
share
|
|
|
|
|
|
|
|
Net assets
|
No. of shares
|
Pence
|
£’m
|
|
per share
|
As at 30 September 2024
|
1,204.8
|
186.5
|
646
|
As at 31 March 2024
|
1,250.7
|
189.0
|
662
|
Diluted net asset value per ordinary
share
|
|
|
|
|
|
|
|
Net assets
|
No. of shares2
|
Pence
|
£’m
|
|
per share
|
As at 30 September 2024
|
1,204.8
|
186.4
|
646
|
As at 31 March 2024
|
1,250.7
|
189.4
|
660
|
2 The
basic number of shares is 186.5 million, which has been adjusted
for treasury shares of £2.6m. Please see Note 16 (i) for further
details (31 March 2024: 189.0 million). This has been adjusted to
calculate the diluted number of shares by accounting for options of
0.04 million in the year (31 March 2024: 0.4 million) to get to the
diluted number of shares of 188.4 million (31 March 2024: 189.4
million).
|
|
|
|
|
|
|
|
|
|
|
9. Significant holdings in
undertakings other than subsidiary undertakings
|
For further details of other related undertakings within the
Group, see Note 4 of these condensed consolidated interim financial
statements and Note 4(b) of the Annual Report and Accounts for the
year ended 31 March 2024.
|
Please see below details of investments held by the Group’s
investment companies, where the ownership percentage or partnership
interest exceeds 20%. These are held at fair value through the
profit or loss in the condensed consolidated interim statement of
financial position.
|
Name
|
Address
|
Principal activity
|
Type of shareholding
|
Interest FD category at reporting
date/partnership interest*
|
Earlybird GmbH & Co. Beteiligungs-KG IV
|
c/o Earlybird Venture Capital, Maximilianstr. 14, 80539,
München
|
Limited partnership pursuant to which the Group holds certain
investments
|
Partnership interest
|
27%
|
Earlybird Special Opportunities LP
|
c/o Earlybird Venture Capital, Maximilianstr. 14, 80539,
München
|
Limited partnership pursuant to which the Group holds certain
investments
|
Partnership interest
|
35%
|
Earlybird DWES Fund VI GmbH & Co. KG
|
c/o Earlybird Venture Capital, Maximilianstr. 14, 80539,
München
|
Limited partnership pursuant to which the Group holds certain
investments
|
Partnership interest
|
50%
|
FintechOS Holding B.V
|
Amstelplein 1, 1096 HA Amsterdam, Netherlands
|
Trading company
|
Ordinary Shares Preference shares
|
D
|
Outthink Limited
|
80 Cheapside, London, United Kingdom, EC2V 6EE
|
Trading company
|
Ordinary Shares Preference shares
|
D
|
Plyable Ltd
|
14 Fenchurch Court, Bobby Fryer Close, Oxford, England, OX4
6ZN
|
Trading company
|
Ordinary Shares Preference shares
|
D
|
Driftrock Limited
|
124 City Road, London, United Kingdom, EC1V 2NX
|
Trading company
|
Ordinary Shares Preference shares
|
D
|
Ahauz Limited
|
10 Orange St Haymarket, London, England, WC2H 7DQ
|
Trading company
|
Ordinary Shares Preference shares
|
D
|
Makers Academy Limited
|
Unit 2f Zetland House, 5-25 Scrutton St, London, England,
EC2A 4HJ
|
Trading company
|
Ordinary Shares Preference shares
|
E
|
Lion Wolf Hart Limited
|
7 Regal Lane, London, England, NW1 7TH
|
Trading company
|
Ordinary Shares Preference shares
|
E
|
Connect Ventures One LP
|
6th Floor 125 London
Wall, London, England, EC2Y
5AS
|
Limited partnership pursuant to which the Group holds certain
investments
|
Partnership interest
|
E
|
Realeyes (Holdings) Limited
|
5 New Street Square, London, EX4A 3TW, GB
|
Trading company
|
Ordinary Shares Preference shares
|
E
|
* Fully diluted interest categorised as follows: Cat A: 0–5%,
Cat B: 6–10%, Cat C: 11–15%, Cat D: 16–25% and Cat
E: >25%
|
Details of the fair value of the core companies are detailed
as part of the Gross Portfolio Value table in the Financial
Review.
|
10. Financial assets held at fair
value through profit or loss
|
The Group holds investments through the investment vehicles
it manages. The investments are carried at fair value through
profit and loss. The Group’s valuation policies are set out in
detail in the Annual Report and Accounts for the year ended 31
March 2024. The table below sets out the movement in the balance
sheet value of investments from the start to the end of the period,
showing investments made, cash receipts and fair value
movements.
|
|
Unaudited
|
Audited
|
period ended
|
year ended
|
30 Sep 2024
|
31 Mar 2024
|
£’m
|
£’m
|
As at 1 April
|
1,292.1
|
1,277.0
|
Investments made in the period/year
|
50.5
|
65.3
|
Realisations from underlying investment vehicles
|
(75.8)
|
(38.9)
|
Carry external
|
-
|
1.9
|
Non-investment cash movement
|
8.5
|
15.8
|
Movements in fair value of investments held at fair value
through profit or loss
|
(14.9)
|
(29.0)
|
As at period-end
|
1,260.4
|
1,292.1
|
11. Operating Segments
|
IFRS 8, ‘Operating Segments’, defines operating segments as
those activities of an entity about which separate financial
information is available and which are evaluated by the Chief
Operating Decision Maker to assess performance and determine the
allocation of resources.
|
The Board of Directors have identified Molten’s Chief
Operating Decision Maker to be the Chief Executive Officer (“CEO”).
The Group’s investment portfolio engages in business activities
from which it earns revenues and incurs expenses, has operating
results, which are regularly reviewed by the CEO to make decisions
about resources and assess performance, and the portfolio has
discrete financial information available. The Group’s investment
portfolio has similar economic characteristics, and investments are
similar in nature. Dealflow for the investment portfolio is now
consistent across all funds (except for the Legacy funds – see
below) and the Group’s Investment Committee reviews and approves
(where appropriate) investments for all the investment portfolio in
line with the strategy set by the Molten Ventures plc Board of
Directors. Although the managers of our EIS funds, VCT funds and
plc funds have a separate management committee, the majority of
those sitting on the committees are consistent across all. Taking
into account the above points, and in line with IFRS 8, the
investment portfolio (across all funds) has been aggregated into
one single operating segment.
|
Legacy funds – the legacy funds (Esprit Capital I Fund No 1
LP, and Esprit Capital IIIi Fund LP) continue to be managed by the
Group (Esprit Capital Partners LLP). These funds are in run-off.
Although the investments held within these funds are not consistent
with the rest of the investment portfolio (although there has been
some cross-over in the past), they are similar in nature and the
Group does not earn material revenue (neither is material
expenditure incurred) from the management of these funds, which
would meet the quantitative thresholds set out in IFRS 8.
Management does not believe that separate disclosure of information
relating to the legacy funds would be useful to users of the
financial statements.
|
The majority of the Group's revenues are not from interest,
and Management does not primarily rely on net interest revenue to
assess the performance of the Group and make decisions about
resource allocation. Therefore, the Group reports interest revenue
separately from interest expense.
|
The Group’s management considers the Group’s investment
portfolio represents a coherent and diversified portfolio with
similar economic characteristics and as a result these individual
investments have been aggregated into a single operating segment.
In the view of the Directors,
there is accordingly one reportable
segment under the provisions of IFRS 8.
|
12. Deferred tax
|
Deferred tax is calculated in full on temporary differences
under the balance sheet liability method using the tax rate
expected to apply when the temporary differences reverse. See
breakdown below:
|
|
Unaudited as at 30 Sep
2024
|
Audited as at
31 Mar 2024
|
£’m
|
£’m
|
Arising on share-based payments
|
(1.6)
|
(1.6)
|
Arising on co-invest and carried interest
|
(0.4)
|
(0.2)
|
Arising on the investment portfolio
|
(22.0)
|
(9.8)
|
Other timing differences
|
-
|
(0.1)
|
Deferred tax liability
|
(24.0)
|
(11.7)
|
As at 30 September 2024, the Group had tax losses carried
forward of £2.9m (31 March 2024: £2.9m).
|
13. Share capital and share
premium
|
Ordinary share capital
|
Number
|
Pence
|
£’m
|
Period ended 30 September 2024 –
Allotted and fully paid
|
At the beginning of the period
|
189,046,450.0
|
1.0
|
1.9
|
At the end of the period
|
189,046,450.0
|
1.0
|
1.9
|
|
|
|
|
Ordinary share capital
|
Number
|
Pence
|
£’m
|
Year ended 31 March 2024 – Allotted and fully paid
|
At the beginning of the year
|
152,999,853
|
1.0
|
1.5
|
Issue of share capital during the year for
cash1
|
21,261,548
|
1.0
|
0.2
|
Share-for-share exchange2
|
14,785,049
|
1.0
|
0.2
|
At the end of the year
|
189,046,450
|
1.0
|
1.9
|
1 In
December 2023, the Company raised equity by issuing 21,261,548 new
ordinary shares at 1 pence.
2 In
March 2024, the Company exchanged 14,785,049 new ordinary shares as
part of the Forward Partners Group Limited acquisition.
|
Share premium
|
Allotted and fully paid
|
Unaudited period ended
|
Audited year ended
|
30 Sep 2024
|
31 Mar 2024
|
£’m
|
£’m
|
At the beginning of the period
|
671.2
|
615.9
|
Premium arising on the issue of ordinary shares
|
-
|
57.1
|
Equity issuance costs
|
-
|
(1.8)
|
At the end of the period
|
671.2
|
671.2
|
14. Share-based payments
|
|
Date of grant
|
b/f 1 April 2024 (No.)
|
Granted in the year (No.)
|
Lapsed in the year (No.)
|
Exercised in the year (No.)
|
c/f 30 Sep 2024 (No.)
|
Vesting period
|
Exercise Price (pence)
|
Fair value per granted instrument (pence)
|
Molten Ventures plc 2016 Company Share Option Scheme
(“CSOP”)
|
28-Nov-16
|
499,320
|
-
|
-
|
-
|
499,320
|
3 years
|
355
|
64.1
|
11-Nov-17
|
120,000
|
-
|
-
|
-
|
120,000
|
3 years
|
530
|
89.3
|
28-Nov-17
|
306,384
|
-
|
-
|
-
|
306,384
|
3 years
|
387
|
70.9
|
30-Jul-18
|
650,750
|
-
|
-
|
-
|
650,750
|
3 years
|
492
|
152.9
|
12-Feb-19
|
546,868
|
-
|
-
|
-
|
546,868
|
3 years
|
530
|
67.8
|
29-Jun-20
|
200,000
|
-
|
(200,000)
|
-
|
-
|
3 years
|
449
|
81.2
|
26-Jul-21
|
36,364
|
-
|
-
|
(4,566)
|
31,798
|
1 year
|
1
|
986.0
|
Molten Ventures plc Long-Term Incentive Plan
(“LTIP”)
|
29-Jun-20
|
269,331
|
-
|
-
|
(14,198)
|
255,133
|
3 years
|
1
|
449.0
|
16-Jul-21
|
545,005
|
-
|
(422,530)
|
(2,838)
|
119,637
|
1 year
|
1
|
940.0
|
17-Jun-22
|
457,171
|
-
|
(8,799)
|
-
|
448,372
|
3 years
|
1
|
540.0
|
17-Jun-22
|
543,609
|
-
|
-
|
-
|
543,609
|
5 years*
|
1
|
540.0
|
22-Jun-23
|
95,416
|
-
|
(1,837)
|
-
|
93,579
|
2 years
|
1
|
241.0
|
22-Jun-23
|
113,453
|
-
|
-
|
-
|
113,453
|
2 years
|
1
|
447.0
|
23-Jun-23
|
2,344,779
|
-
|
(22,933)
|
-
|
2,321,846
|
3 years
|
1
|
274.0
|
19-Jun-24
|
-
|
803,099
|
-
|
-
|
803,099
|
3 years
|
1
|
354.0
|
28-Jun-24
|
-
|
934,668
|
-
|
-
|
934,668
|
3 years
|
1
|
322.0
|
1-Sep-24
|
-
|
51,582
|
-
|
-
|
51,582
|
3 years
|
1
|
357.0
|
Molten Ventures plc Deferred Benefit Plan (“DBP”)
|
17-Jun-22
|
211,110
|
-
|
-
|
-
|
211,110
|
2 years
|
1
|
540.0
|
22-Jun-23
|
44,058
|
-
|
-
|
-
|
44,058
|
2 years
|
1
|
241.0
|
19-Jun-24
|
-
|
174,070
|
-
|
-
|
174,070
|
2 years
|
1
|
354.0
|
Total
|
|
6,983,618
|
1,963,419
|
(656,099)
|
(21,602)
|
8,269,336
|
|
|
|
*This is a vesting period of three years and a further
two-year holding period.
|
Set out below are summaries of the options granted under the
plan
|
|
Unaudited period ended
|
Audited year ended
|
|
30 Sep 2024
|
31 Mar 24
|
At the beginning of the
period
|
6,983,618
|
4,689,148
|
Granted during the period/year
|
1,963,419
|
2,633,901
|
Lapsed in the period/year
|
(656,099)
|
(279,288)
|
Exercised during the period/year
|
(21,602)
|
(60,143)
|
As at period- /year-end
|
8,269,336
|
6,983,618
|
Both the CSOP, LTIP and DBP are, as of 30 September 2024,
partly administered by the Molten Ventures Employee Benefit Trust
(“Trust”). The Trust is consolidated in these consolidated
financial statements. The Trust may purchase shares from the market
and, from time to time, when the options are exercised, the Trust
transfers the appropriate number of shares to the employee or sells
these as agent for the employee. The proceeds received, net of any
directly attributable transaction costs, are credited directly to
equity. Shares held by the Trust at the end of the reporting period
are shown as own shares in the consolidated financial statements
(see Note 16). Of the 21,602 options exercised during the period,
none were satisfied with new ordinary shares issued by Molten
Ventures plc (six-month period ended 30 September 2023: 34,249
options exercised, no new ordinary shares issued). All outstanding
options have been assessed to be reportable as
equity-settled.
|
The options granted under the LTIP have an exercise price of
1p per share and are subject to performance conditions for
directors. Additional share options awarded to employees under the
LTIP also have an exercise price of 1p per share and are subject to
performance underpins, one of which is dependent on Group
NAV.
The options awarded under the DBP also have an exercise price
of 1p each and are subject to a two-year deferral period before
they can be exercised.
The fair value of the LTIP shares is valued using the
Black-Scholes model, which includes a Monte Carlo simulation model.
A six-monthly review takes place of non-market performance
conditions and, as at 30 September 2024, the best estimate for
expecting vesting of unvested share options is 52%.
|
FY24 bonus amounts were paid in cash for an amount up to 100%
of each Director's salary, with the balance being paid in the form
of a deferred share award over a number of shares calculated based
on the Volume Weighted Average Price per share for the five trading
days immediately prior to the date of grant. The deferral period
under the bonus scheme is two years from the date of the
award.
Vesting is not subject to any further performance conditions
(other than continued employment at the date of vesting). The
Black-Scholes Option Pricing Model has been used for valuation
purposes.
|
The share-based payment charge for the period is £3.2 million
(period ended 30 September 2023: £2.5 million).
|
15. Financial liabilities
|
|
Unaudited
|
Audited
|
30 Sep 2024
|
31 Mar 2024
|
£’m
|
£’m
|
Current liabilities
|
|
|
Leases
|
(0.3)
|
–
|
Total current financial
liabilities
|
(0.3)
|
–
|
Non-current liabilities
|
|
|
Leases
|
(1.4)
|
–
|
Loans and borrowings
|
(119.2)
|
(89.4)
|
Total non-current financial
liabilities
|
(120.6)
|
(89.4)
|
Total
|
(120.9)
|
(89.4)
|
The below table shows the changes in liabilities from
financing activities.
|
|
|
|
|
Borrowings
|
Leases
|
£’m
|
£’m
|
As at 1 April 2023
|
(89.0)
|
(0.3)
|
Payment of lease liabilities
|
-
|
0.3
|
Drawdowns
|
(38.0)
|
-
|
Repayment of debt
|
38.0
|
-
|
As at 31 March 2024
|
(89.0)
|
-
|
Recognition of liability from new
lease
|
-
|
(1.8)
|
Payment of lease liabilities
|
-
|
0.1
|
Drawdowns
|
(30.0)
|
-
|
Other charges - interest payments (presented as cash
flows)
|
0.2
|
-
|
At 30 September 2024
|
(118.8)
|
(1.7)
|
Loans and borrowings
|
In the period, the Company extended their facility agreement,
effective from 7 September 2024, with J.P. Morgan Chase Bank, N.A.
(“JPM”) and HSBC Innovation Banking Limited (“HSBCIB”), which may
be used for Investment and corporate purposes.
|
The Extended Debt Facility comprises a £120.0 million term
loan (“Term Loan”) drawn on day one and a revolving credit facility
(“RCF”) of up to £60.0 million, both with a three-year tenor.
Repayment date is September 2027, or both may be extended by two
12-month periods subject to the lenders’ willingness to extend and
satisfaction of various conditions. The headline interest rate
applied on both the Term Loan and RCF remains at SONIA plus a
“margin” of 5.50% per annum. The Debt Facility is secured against
various Group assets, LP interests and bank accounts in the
Group.
|
Drawdown of the RCF component of the Extended Debt Facility
is subject to a maximum loan to value ratio of 12.5%. The Company’s
ability to satisfy its financial and non-financial covenants is
dependent on the value of the investment portfolio. The value of
the portfolio will continue to be subject to periodic independent
third-party valuation.
|
The Group incurred transaction fees of £0.8 million, which
are presented within loans and borrowings on the statement of
financial position and are amortised over the life of the facility.
Interest-related charges are reported in the consolidated statement
of comprehensive income as finance costs.
|
The Debt Facility contains financial and non-financial
covenants, which the Company and certain members of the Group must
comply with throughout the term of the Debt Facility:
|
• Maintain
a value to cost ratio of investments of at least 10%
(1.10:1.00).
|
• Total
financial indebtedness not to exceed 20% (10% on each utilisation;
12.5% in certain circumstances) of the value of investments in the
portfolio with adjustments for concentration limits (see below)
together with the value of all amounts held in specified bank
accounts subject to the security package.
|
• Total
aggregate financial indebtedness of the Company and certain members
of the Group is not to exceed 35% (25% on each utilisation) of the
value of secured investments in the portfolio with adjustments for
concentration limits calculated by reference to specified assets
and bank accounts subject to the security package.
|
• The
Company and certain members of its Group must maintain a minimum
number of investments subject to concentration limits connected to
sector, geography, joint or collective value, and/or listed
status.
|
Failure to satisfy financial covenants may limit the
Company’s ability to borrow and/or also trigger events of default,
which in some instances could trigger a cash sweep on realisations
and/or require the Company to cure those breaches by repaying the
Debt Facility (either partially or in full).
|
|
Period ended 30 Sep 2024
|
Period ended 30 Sep 2023
|
Year ended
31 Mar 2024
|
£’m
|
£’m
|
£’m
|
Bank loan senior facility amount
|
180.0
|
150.0
|
150.0
|
|
SONIA Rate
|
SONIA Rate
|
SONIA Rate
|
Interest rate
|
+5.5%
|
+5.5%
|
+5.5%
|
Drawn at balance sheet date
|
(120.0)
|
(90.0)
|
(90.0)
|
Arrangement fees
|
0.8
|
0.8
|
0.6
|
Loan liability balance
|
(119.2)
|
(89.2)
|
(89.4)
|
Undrawn facilities at balance sheet date
|
60.0
|
60.0
|
60.0
|
|
|
|
|
|
|
|
16. Own shares and other
reserves
|
(i) Own shares reserve
|
Own shares are shares held in Molten Ventures plc that are
held by Molten Ventures Employee Benefit Trust (“Trust”) and shares
in Molten Ventures plc repurchased as part of a share buyback
programme during the period.
|
Shares held in Molten Ventures plc held by the Trust are for
the purpose of issuing shares under the Molten Ventures plc 2016
Company Share Options Plan, Long-Term Incentive Plan and Deferred
Bonus Plan. Shares issued to employees are recognised on a weighted
average cost basis. The Trust holds 0.8% of the issued share
capital at 30 September 2024.
|
On 26 July 2024, a share buyback programme was announced up
to a maximum aggregate consideration of £10.0 million to commence
on the same day. On 23 September 2024, the programme was completed.
The Company acquired a total of 2,574,540 ordinary shares, which
represent approx. 1.4% of the Company's issued share capital at
period-end. The average price paid per ordinary share as part of
the programme was £391p. The repurchased shares are held in
treasury, with no plans to cancel the shares. The fees charged for
the share repurchase were £40k. The repurchased shares and directly
associated fees are recognised directly in equity.
|
|
Period ended 30 Sep 2024
|
Period ended 30 Sep 2023
|
Year ended 31 Mar 2024
|
|
No. of shares
|
£’m
|
No. of shares
|
£’m
|
No. of shares
|
£’m
|
m
|
m
|
m
|
Opening balance
|
(1.1)
|
(8.8)
|
(1.1)
|
(8.9)
|
(1.1)
|
(8.9)
|
Acquisition of shares by the Trust
|
(0.4)
|
(1.6)
|
–
|
–
|
–
|
–
|
Acquisition of shares as part of the share buyback
programme
|
(2.6)
|
(10.0)
|
–
|
–
|
–
|
–
|
Disposal or transfer of shares by the Trust*
|
-
|
-
|
–
|
–
|
–
|
0.1
|
Closing balance
|
(4.1)
|
(20.4)
|
(1.1)
|
(8.9)
|
(1.1)
|
(8.8)
|
* Disposals or transfers of shares by the Trust also include
shares transferred to employees net of exercise price with no
resulting cash movements. Cash receipts in respect of sale of
shares in the period ended 30 September 2024 were £Nil (year ending
31 March 2024: £Nil).
|
|
|
|
|
|
|
|
|
|
(ii) Other reserves
|
The following table shows a breakdown of the “other reserves”
line in the condensed consolidated interim statement of financial
position and the movements in those reserves during the period. A
description of the nature and purpose of each reserve is provided
below the following tables.
|
Period to 30 September 2024
|
Merger relief reserve
|
Share-based payments reserve – resulting from Company share
option scheme
|
Share-based payments reserve resulting from acquisition of
subsidiary
|
Total other reserves
|
£’m
|
£’m
|
£’m
|
£’m
|
Opening balance
|
50.0
|
13.9
|
10.8
|
74.7
|
Share-based payments
|
-
|
3.2
|
-
|
3.2
|
Share-based payments – exercised during the period
|
-
|
-
|
-
|
-
|
Closing balance
|
50.0
|
17.1
|
10.8
|
77.9
|
|
|
|
|
|
Period to 30 September 2023
|
Merger relief reserve
|
Share-based payments reserve – resulting from Company share
option scheme
|
Share-based payments reserve resulting from acquisition of
subsidiary
|
Total other reserves
|
£’m
|
£’m
|
£’m
|
£’m
|
Opening balance
|
13.1
|
9.4
|
10.8
|
33.3
|
Share-based payments
|
–
|
2.5
|
–
|
2.5
|
Share-based payments – exercised during the period
|
–
|
(0.2)
|
–
|
(0.2)
|
Closing balance
|
13.1
|
11.7
|
10.8
|
35.6
|
|
|
|
|
|
Year to 31 March 2024
|
Merger relief reserve
|
Share-based payments reserve – resulting from Company share
option scheme
|
Share-based payments reserve resulting from acquisition of
subsidiary
|
Total other reserves
|
£’m
|
£’m
|
£’m
|
£’m
|
Opening balance
|
13.1
|
9.4
|
10.8
|
33.3
|
Share-based payments
|
–
|
4.5
|
–
|
4.5
|
Share-for-share exchange
|
36.9
|
–
|
–
|
36.9
|
Closing balance
|
50
|
13.9
|
10.8
|
74.7
|
Merger relief reserve
|
In accordance with the Companies Act 2006, a Merger Relief
Reserve of £13.1 million (net of the cost of share capital issued
of £80,000) was created on the issue of 4,392,332 ordinary shares
for 300 pence each in Molten Ventures plc as consideration for the
acquisition of 100% of the capital interests in Esprit Capital
Partners LLP on 15 June 2016.
|
A Merger Relief Reserve of £36.9 million was created on the
issue of 14,785,049 ordinary Shares of 250 pence each in Molten
Ventures plc as consideration for the acquisition of 100% of the
capital interest in Forward Partners Group plc on 14 March
2024.
|
Share-based payment
reserve
|
Where the Group engages in equity-settled share-based payment
transactions, the fair value at the date of grant is recognised as
an expense over the vesting period of the options. The
corresponding credit is recognised in the share-based payment
reserve. Please see Note 14 for further details on how the fair
value at the date of grant is recognised.
|
17. Adjustments to reconcile
operating loss to net cash outflow in operating activities
|
|
Period ended
|
Period ended
|
30 Sep 2024
|
30 Sep 2023
|
£’m
|
£’m
|
Adjustments to reconcile operating
loss to net cash (outflow) in operating activities:
|
|
|
Revaluation of investments held at fair value through profit
or loss
|
14.9
|
63.2
|
Depreciation and amortisation
|
0.1
|
0.3
|
Share-based payments – resulting from Company share option
scheme
|
3.2
|
2.5
|
Finance income
|
(1.0)
|
–
|
Finance expense
|
6.8
|
5.2
|
Deferred tax expense
|
12.3
|
–
|
(Increase)/decrease in trade and other receivables and other
working capital movements
|
(3.9)
|
2.6
|
Increase/(decrease) in trade and other payables
|
1.1
|
(4.6)
|
Adjustments to reconcile operating
loss to net cash outflow in operating activities:
|
33.5
|
69.2
|
Please see Note 15 for the changes in liabilities from
financing activities.
|
18. Fair value
measurements
|
i. Fair value hierarchy
|
This section explains the judgements and estimates made in
determining the fair values of the financial instruments that are
recognised and measured at fair value in the financial statements.
This section should be read with reference to Notes 5a and 10. As
outlined in Note 5a, valuation of unquoted equity investments at
fair value through profit or loss is a critical accounting estimate
and actuals may differ from estimates. The Group has considered the
impact of ESG and climate-related risks on its portfolio, and
consider these to be currently immaterial to the value of our
portfolio for six months to 30 September 2024 (year ending 31 March
2024: immaterial) and taking into consideration the climate risk
impact channels and their financial impact across the portfolio
companies, however this will be monitored each year to assess any
changes. The Group recognised a number of climate-related
opportunities within the portfolio via our Climate Tech thesis. The
inputs to our valuations are described in the sensitivities
analysis table below, and because these are more short-term in
nature (e.g. forecast revenue for the current year applied to
current market multiples, and recent transactions), we do not
currently see any material impacts on these inputs from the longer
term risks described in our TCFD report within the Annual Report
for the year ended 31 March 2024 and, therefore, the values as at
30 September 2024. We also recognise that, although the risks are
not currently material, they could become material in the medium-
to long-term without mitigating actions, which are described within
the TCFD section of the Strategic Report within our Annual Report
for the year ended 31 March 2024. For further discussion of our
climate-related risks, please see our TCFD and Principal Risks
sections of the Strategic Report in the Annual Report for the year
ending 31 March 2024.
|
The Group classifies financial instruments measured at fair
value through profit or loss (“FVTPL”) according to the following
fair value hierarchy prescribed under the accounting
standards:
|
-
Level 1: inputs are quoted prices
(unadjusted) in active markets for identical assets or liabilities
that the entity can access at the measurement date (30 September
2024; and 31 March 2024 for comparatives);
|
-
Level 2: inputs are inputs, other
than quoted prices included within Level 1, that are observable for
the asset or liability, either directly or indirectly;
and
|
-
Level 3: inputs are unobservable
inputs for the asset or liability.
|
All financial instruments measured at FVTPL in both periods
presented are financial assets relating to holdings in high-growth
technology companies. The Group invests in special purpose vehicles
and limited partnerships that are considered to be investment
companies that invest in equities for the benefit of the Group.
These are held at their respective net asset values and, as such,
are noted to be all Level 3 for both periods presented. For details
of the reconciliation of those amounts please refer to Note 10. The
additional disclosures below are made on a look-through basis and
are based on the Gross Portfolio Value (“GPV”). In order to arrive
at the Net Portfolio Value (“NPV”), which is the value recognised
as investments held at FVTPL in the statement of financial
position, the GPV is subject to deductions for the fair value of
carry liabilities and adjustments for Irish deferred tax. UK
deferred tax is recognised in the consolidated statement of
financial position as a liability to align the recognition of
deferred tax to the location in which it will likely become payable
on realisation of the assets. For details of the GPV and its
reconciliation to the investment balance in the financial
statements, please refer to the extract of the Gross Portfolio
Value table below:
|
Investments
|
Fair Value of Investments31 Mar 2024
£’m
|
Investments
£’m
|
Realisations
£’m
|
Non investment cash movement
£’m
|
Movement in Foreign Exchange
£’m
|
Movement in Fair Value
£’m
|
Fair Value movement
30 Sep 2024
£’m
|
Fair Value of Investments
30 Sep 2024
£’m
|
Gross Portfolio Value
|
1,378.9
|
50.5
|
(75.8)
|
-
|
(30.3)
|
19.5
|
(10.8)
|
1,342.8
|
Carry external
|
(87.1)
|
-
|
-
|
-
|
-
|
4.4
|
4.4
|
(82.7)
|
Portfolio deferred tax
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Trading carry and co-invest
|
0.3
|
-
|
-
|
-
|
-
|
-
|
-
|
0.3
|
Non-investment cash movement
|
-
|
-
|
-
|
8.5
|
-
|
(8.5)
|
(8.5)
|
-
|
Net Portfolio Value
|
1,292.1
|
50.5
|
(75.8)
|
8.5
|
(30.3)
|
15.4
|
(14.9)
|
1,260.4
|
|
|
|
|
|
|
|
|
|
Investments
|
Fair Value of Investments
31 Mar 2023
£’m
|
Investments
£’m
|
Realisations
£’m
|
Non investment cash movement
£’m
|
Movement in Foreign Exchange
£’m
|
Movement in Fair Value
£’m
|
Fair Value movement
31 Mar 2024
£’m
|
Fair Value of Investments
31 March 2024
£’m
|
Gross Portfolio Value
|
1,370.8
|
65.3
|
(38.9)
|
-
|
(23.9)
|
5.6
|
(18.3)
|
1,378.9
|
Carry external
|
(94.9)
|
-
|
1.9
|
-
|
-
|
5.0
|
5.0
|
(87.1)
|
Portfolio deferred tax
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Trading carry and co-invest
|
0.3
|
-
|
-
|
-
|
-
|
-
|
-
|
0.3
|
Non-investment cash movement
|
-
|
-
|
-
|
15.8
|
-
|
(15.8)
|
(15.8)
|
-
|
Net Portfolio Value
|
1,277.1
|
65.3
|
(37.0)
|
15.8
|
(23.9)
|
(5.2)
|
(29.1)
|
1,292.1
|
Carry external – this relates to accrued carry that is due to
former and current employees or managers external to the Group.
These values are calculated based on the reported fair value,
applying the provisions of the limited partnership agreements to
determine the value that would be payable by the Group's investment
entities to external managers and the carried interest
partnerships.
|
Portfolio deferred tax – this relates to tax accrued against
gains in the portfolio to reflect those portfolio companies where
tax is expected to be payable on exits. This relates to Irish
deferred tax only. UK deferred tax is recognised in the
consolidated statement of financial position as a liability to
align the recognition of deferred tax to the location in which it
will likely become payable on realisation of the assets. These
values are calculated based on unrealised fair value of investments
at the reporting date at the applicable tax rate.
|
Trading carry and co-invest – this relates to accrued carry
that is due to the Group.
|
Non-investment cash movements – this relates to cash
movements relating to management fees and other non-investment cash
movements to the subsidiaries held at FVTPL.
|
During the six months ending 30 September 2024, there were no
transfers between the levels. The Group’s policy is to recognise
transfers into, and out of, fair value hierarchy levels as at the
end of the reporting period.
|
Fair value measurements
|
Level 1
|
Level 2
|
Level 3
|
Total
|
At 30 September 2024
|
£’m
|
£’m
|
£’m
|
£’m
|
Financial assets at fair value
through profit or loss
|
|
|
|
|
Quoted investments
|
-
|
-
|
-
|
-
|
Unquoted investments being made up of:
|
-
|
-
|
1,342.8
|
1,342.8
|
Unquoted investments – enterprise technology
|
-
|
-
|
559.8
|
559.8
|
Unquoted investments – consumer technology
|
-
|
-
|
192.2
|
192.2
|
Unquoted investments – hardware and deeptech
|
-
|
-
|
261.4
|
261.4
|
Unquoted investments – digital health and wellness
|
-
|
-
|
30.0
|
30.0
|
Unquoted investments – other*
|
-
|
-
|
299.4
|
299.4
|
Total financial assets
|
-
|
-
|
1,342.8
|
1,342.8
|
|
|
|
|
|
Fair value measurements
|
Level 1
|
Level 2
|
Level 3
|
Total
|
At 31 March 2024
|
£’m
|
£’m
|
£’m
|
£’m
|
Financial assets at fair value through profit or
loss
|
|
|
|
|
Quoted investments
|
-
|
-
|
-
|
-
|
Unquoted investments being made up of:
|
-
|
-
|
1,378.9
|
1,378.9
|
Unquoted investments – enterprise technology
|
-
|
-
|
567.4
|
567.4
|
Unquoted investments – consumer technology
|
-
|
-
|
147.5
|
147.5
|
Unquoted investments – hardware and deeptech
|
-
|
-
|
317.3
|
317.3
|
Unquoted investments – digital health and wellness
|
-
|
-
|
71.8
|
71.8
|
Unquoted investments – other*
|
-
|
-
|
274.9
|
274.9
|
Total financial assets
|
-
|
-
|
1,378.9
|
1,378.9
|
* ”other” includes Fund of Funds investments and Earlybird
investments where we do not perform a look-through valuation. This
differs from the analysis in the
Strategic Report in the Annual
Report for the year ended 31 March 2024 in order to align to
valuation methodologies. Within that Strategic Report, additional
Earlybird companies are included within the sector
analysis.
|
ii. Valuation techniques used to
determine fair values
|
The fair value of unlisted securities is established with
reference to the IPEV Guidelines. In line with the IPEV Guidelines,
the Group may base valuations on earnings or revenues where
applicable, market comparables, calibrated price of recent
investment in the investee companies, or on net asset values of
underlying funds (“NAV of underlying funds”). An assessment will be
made at each measurement date as to the most appropriate valuation
methodology, including that for investee companies owned by
third-party funds that Molten Ventures plc invests in, and which
are valued on a look-through basis.
Financial instruments, measured at fair value, categorised as
Level 3 can be split into three main valuation
techniques:
|
• Calibrated
price of recent investment;
|
• Revenue-multiple;
and
|
• NAV
of underlying fund.
|
Each portfolio company will be subject to individual
assessment.
|
For a valuation based on calibrated price of recent
investment, the recent round enterprise value is calibrated against
the equivalent value at period/year-end using a revenue-multiple
valuation methodology as well as in relation to technical/product
milestones since the round and the company’s trading performance
relative to the expectations of the round.
|
For a valuation based on a revenue-multiple, the main
assumption is the multiple. The multiple is derived from comparable
listed companies or relevant market transaction multiples.
Companies in the same industry and geography, and, where possible,
with a similar business model and profile are selected and then
adjusted for factors including liquidity risk, growth potential and
relative performance.
|
Where the Group invests in Fund of Funds investments, the
value of the portfolio will be reported by the fund to the Group.
The Group will ensure that the valuations comply with the Group
policy and that they are adjusted with any cash and known valuation
movements where reporting periods do not align.
|
See also Note 5(a) within the Annual Report for the year
ended 31 March 2024 where valuation policies are discussed in more
detail.
|
iii. Fair value measurements using
significant unobservable inputs (Level 3)
|
The table below presents the changes in Level 3 items for the
period ended 30 September 2024 and
year ended 31 March 2024.
|
Level 3 valuations
|
£’m
|
Opening balance at 1 April
2023
|
1,358.8
|
Investments
|
65.4
|
Losses
|
(16.6)
|
Realisations
|
(28.7)
|
Closing balance at 31 March
2024
|
1,378.9
|
Investments
|
50.5
|
Losses
|
(10.8)
|
Realisations
|
(75.8)
|
Closing balance at 30 September
2024
|
1,342.8
|
|
|
|
|
|
|
iv. Valuation inputs and
relationships for fair value
|
The following table summarises the quantitative information
about the significant unobservable inputs used in Level 3 fair
value measurements at 30 September 2024 and 31 March
2024:
|
Valuation technique
|
Sector
|
Significant input*
|
Fair value at 30 Sep 2024
£’m
|
Sensitivity on significant input
|
Fair value impact of sensitivities (£’m) +10%
|
Fair value impact of sensitivities (£’m) -10%
|
Calibrated price of recent investment
|
All
|
Calibrated round enterprise value – Pre and post year-end
round enterprise values have been calibrated with appropriate
premiums and discounts taken to reflect movements in publicly
listed peer multiples, future revenue projections and timing risk.
Premiums and discounts were applied to 81% (FY24: 75%) of the fair
value of investments measured at calibrated price of recent
investment. The range of premiums applied is 1%-51% (FY24:
24%-137%). The range of discounts taken is 2%-81% (FY24: 2–79%).
The weighted average discount taken is 14% (FY24: 21%). Less
discounts have been applied in the current year, reflecting
calibration to the market.
|
417.0
|
10% sensitivity applied to the premium and discount to last
round price.
|
366.5
|
454.1
|
(FY24: 328.2)
|
(FY24: 289.8)
|
(FY24: 363.4)
|
Enterprise tech
|
246.4
|
212.9
|
255.9
|
(FY24: 121.3)
|
(FY24: 112.2)
|
(FY24: 131.8)
|
Consumer tech
|
20.0
|
18.1
|
21.9
|
(FY24: 5.7)
|
(FY24: 5.1)
|
(FY24: 6.0)
|
Hardware & Deeptech
|
129.2
|
120.5
|
149.5
|
(FY24: 146.6)
|
(FY24: 121.9)
|
(FY24: 168.2)
|
Digital health & wellness
|
21.4
|
15.0
|
26.8
|
(FY24: 54.6)
|
(FY24: 50.6)
|
(FY24: 57.4)
|
Market comparables
|
All
|
Revenue-multiples are applied to the revenue of our portfolio
companies to determine their enterprise value.
Implied revenue-multiple – the portfolio we have is
diversified across sectors and geographies and the companies which
have valuations based on revenue-multiples have a range of
multiples of between 0.6x–16.9x (FY24: 1.2x–14.7x) and a weighted
average multiple of 6.0x (FY24: 6.6x).
Revenue – we select forward revenues from our portfolio
companies mostly with reference to financial updates in their board
packs, adjusted where required in the event we do not have
forward-looking information.
The multiple range has remained consistent with the prior
financial year to March 2024 but there has been a decrease to the
weighted average multiple reflecting the more significant weighting
of larger assets.
|
538.7
|
10% sensitivity applied to the revenue-multiple
|
601.0
|
496.4
|
(FY24: 737.1)
|
(FY24: 807.6)
|
(FY24: 667.9)
|
|
10% sensitivity applied to the revenue of the portfolio
company
|
601.0
|
496.4
|
(FY24: 807.6)
|
(FY24: 667.9)
|
Enterprise tech
|
|
238.2
|
10% sensitivity applied to the revenue-multiple
|
261.4
|
214.3
|
(FY24: 415.8)
|
(FY24: 450.4)
|
(FY24: 376.6)
|
|
10% sensitivity applied to the revenue of the portfolio
company
|
261.4
|
214.3
|
(FY24: 450.4)
|
(FY24: 376.6)
|
Consumer tech
|
172.1
|
10% sensitivity applied to the revenue-multiple
|
196.5
|
164.4
|
(FY24: 141.9)
|
(FY24: 157.0)
|
(FY24: 128.8)
|
|
10% sensitivity applied to the revenue of the portfolio
company
|
196.5
|
164.4
|
(FY24: 157.0)
|
(FY24: 128.8)
|
Hardware & Deeptech
|
123.3
|
10% sensitivity applied to the revenue-multiple
|
137.0
|
112.7
|
(FY24: 162.2)
|
(FY24: 179.4)
|
(FY24: 148.6)
|
|
10% sensitivity applied to the revenue of the portfolio
company
|
137.0
|
112.7
|
(FY24: 179.4)
|
(FY24: 148.6)
|
Digital health & wellness
|
5.1
|
10% sensitivity applied to the revenue-multiple
|
6.1
|
5.0
|
(FY24: 17.2)
|
(FY24: 20.8)
|
(FY24: 13.9)
|
|
10% sensitivity applied to the revenue of the portfolio
company
|
6.1
|
5.0
|
(FY24: 20.8)
|
(FY24: 13.9)
|
NAV of underlying fund
|
All
|
NAV of funds, adjusted where required – net asset values of
underlying funds reported by the manager. These are reviewed for
compliance with our policies and are calibrated for any cash and
known valuation movements where reporting periods do not
align.
|
387.1
|
10% sensitivity applied to the adjusted NAV
of funds
|
425.8
|
348.4
|
(FY24: 313.5)
|
(FY24: 344.9)
|
(FY24: 282.2)
|
Enterprise tech
|
75.2
|
82.7
|
67.7
|
(FY24: 30.3)
|
(FY24: 33.4)
|
(FY24: 27.3)
|
Consumer tech
|
-
|
-
|
-
|
(FY24: -)
|
(FY24: -)
|
(FY24: -)
|
Hardware & Deeptech
|
9.1
|
10.0
|
8.2
|
(FY24: 8.5)
|
(FY24: 9.3)
|
(FY24: 7.6)
|
Digital health & wellness
|
3.4
|
3.8
|
3.1
|
(FY24: -)
|
(FY24: -)
|
(FY24: -)
|
Other
|
299.4
|
329.3
|
269.4
|
(FY24: 274.7)
|
(FY24: 302.2)
|
(FY24: 247.3)
|
* There were no significant inter-relationships between
unobservable inputs that materially affect fair values.
|
v. Valuations processes
|
The Audit, Risk and Valuations Committee is responsible for
ensuring that the financial performance of the Group is properly
reported on and monitored. In addition to continuous portfolio
monitoring through the Board positions held in portfolio companies
and the Investment Committee,
a bi-annual strategy day is held
every six months to discuss the investment performance and
valuations of the portfolio companies. The Investment Team leads
discussions focused on business performances and key developments,
exit strategy and timelines, revenue and EBITDA progression,
funding rounds and latest capitalisation table, and valuation
metrics of listed peers. Valuations are prepared every six months
by the Finance Team during each reporting period, with direct
involvement and oversight from the CFO. Challenge and approvals of
valuations are led by the Audit, Risk and Valuations Committee
every six months, in line with the Group’s half-yearly reporting
periods.
|
19. Financial instruments
risk
|
Financial risk management
|
Financial risks are usually grouped by risk type: market,
liquidity and credit risk. These risks are discussed in turn
below.
|
Market risk – Foreign
currency
|
A significant portion of the Group’s investments and cash
deposits are denominated in a currency other than Sterling. The
principal currency exposure risk is to changes in the exchange rate
between GBP and USD/EUR. Presented below is an analysis of the
theoretical impact of 10% volatility in the exchange rate on
Shareholder equity.
|
Theoretical impact of a change in the exchange rate of +/-10%
between GBP and USD/EUR would be as follows on
investments:
|
Foreign currency exposures – Investments
|
30 Sep 2024
|
31 Mar 2024
|
£’m
|
£’m
|
Investments – exposures in
EUR
|
625.1
|
650.8
|
10% decrease in GBP
|
694.5
|
723.1
|
10% increase in GBP
|
568.2
|
591.6
|
Investments – exposures in
USD
|
320.5
|
275.7
|
10% decrease in GBP
|
356.1
|
306.3
|
10% increase in GBP
|
291.4
|
250.6
|
Certain cash deposits held by the Group are denominated in
Euros and US Dollars. The theoretical impact of a change in the
exchange rate of +/-10% between GBP and USD/EUR would be as
follows:
|
Foreign currency exposures – Cash
|
30 Sep 2024
|
31 Mar 2024
|
£’m
|
£’m
|
Cash – exposures in EUR
|
13.4
|
4.5
|
10% decrease in EUR: GBP
|
12.2
|
4.1
|
10% increase in EUR: GBP
|
14.9
|
5.0
|
Cash – exposures in USD
|
19.8
|
6.3
|
10% decrease in USD: GBP
|
18.0
|
5.7
|
10% increase in USD: GBP
|
22.0
|
7.0
|
The combined theoretical impact on Shareholders’ equity of
the changes to revenues, investments and cash and cash equivalents
of a change in the exchange rate of +/- 10% between GBP and EUR/USD
would be as follows:
|
Foreign currency exposures – Equity
|
30 Sep 2024
|
31 Mar 2024
|
£’m
|
£’m
|
Shareholders’ Equity
|
1,204.8
|
1,247.5
|
10% decrease in EUR: GBP/USD:
GBP
|
1,084.3
|
1,134.1
|
10% increase in EUR: GBP/USD:
GBP
|
1,325.3
|
1,386.1
|
Market risk – Price risk
|
Market price risk arises from the uncertainty about the
future prices of financial instruments held in accordance with the
Group’s investment objectives. It represents the potential loss
that the Group might suffer through holding market positions in the
face of market movements. As stated in Note 5(a) and Note 18,
valuation of unquoted equity investments at fair value through
profit or loss is a critical accounting estimate and actuals may
differ from estimates.
|
The Group is exposed to equity price risk in respect of
equity rights and investments held by the Group and classified on
the statement of financial position as financial assets at fair
value through profit or loss (Note 10). These equity rights are
held mostly in unquoted high-growth technology companies and are
valued by reference to revenue or earnings multiples of quoted
comparable companies (taken as at the period/year-end date), last
round price (calibrated against market comparable), or NAV of
underlying fund, and also in certain quoted high-growth technology
companies - as discussed more fully in Note 5(a). These valuations
are subject to market movements. See Note 18 for more information
on the fair value measurements applied.
|
The Group seeks to manage this risk by routinely monitoring
the performance of these investments, employing stringent
investment
appraisal processes.
|
Theoretical impact of a fluctuation in equity prices of
+/-10% would be as follows:
|
|
|
|
|
|
|
|
Valuation methodology
|
|
|
|
Quoted equity
|
|
Revenue-multiple
|
|
NAV of underlying fund
|
|
Calibrated price of recent investment
|
|
£’m
|
|
-10%
|
|
+10%
|
|
-10%
|
|
+10%
|
|
-10%
|
|
+10%
|
|
-10%
|
|
+10%
|
|
As at 30 September 2024
|
|
-
|
|
-
|
|
(50.2)
|
|
53.3
|
|
(38.7)
|
|
38.7
|
|
(41.1)
|
|
34.5
|
|
As at 31 March 2024
|
|
-
|
|
-
|
|
(68.2)
|
|
71.9
|
|
(31.4)
|
|
31.4
|
|
(27.2)
|
|
29.3
|
Given the impact on both private and public markets from
current market volatility, which could impact the valuation of our
unquoted and quoted equity investments, we further flexed by 20% in
order to analyse the impact on our portfolio of larger market
movements. Theoretical impact of a fluctuation of +/- 20% would
have the following impact:
|
|
|
|
Valuation methodology
|
|
|
|
Quoted equity
|
|
Revenue-multiple
|
|
NAV of underlying fund
|
|
Calibrated price of recent investment
|
|
£’m
|
|
-20%
|
|
+20%
|
|
-20%
|
|
+20%
|
|
-20%
|
|
+20%
|
|
-20%
|
|
+20%
|
|
As at 30 September 2024
|
|
-
|
|
-
|
|
(103.2)
|
|
104.1
|
|
(77.4)
|
|
77.4
|
|
(79.6)
|
|
70.5
|
|
As at 31 March 2024
|
|
-
|
|
-
|
|
(138.5)
|
|
139.2
|
|
(62.7)
|
|
62.7
|
|
(54.7)
|
|
57.1
|
Liquidity risk
|
Cash and cash equivalents comprise of cash and short-term
bank deposits with an original maturity of three months or less
held in readily accessible bank accounts. The carrying amount of
these assets is approximately equal to their fair value.
Responsibility for liquidity risk management rests with the Board
of Molten Ventures plc, which has established a framework for the
management of the Group’s funding and liquidity management
requirements. The Group manages liquidity risk by maintaining
adequate reserves and by continuously monitoring forecast and
actual cash flows. The utilisation
of the debt facility and requirement for utilisation requests is
monitored as part of this process, the debt facility is not linked
to the liquidity of the Group and further drawdowns on the debt
facility have been considered within the Going Concern assessment.
For the contractual maturities of the Group’s liabilities see the
below tables.
|
|
Contractual maturities of liabilities (£'m)
|
|
Less than
|
|
|
|
Between
|
|
Between
|
|
Total contractual
|
|
Carrying
|
at 30 September 2024
|
6 months
|
6–12 months
|
1 and 2 years
|
2 and 5 years
|
cash flows
|
amount
|
|
Trade and other payables
|
|
(9.8)
|
|
-
|
|
-
|
|
-
|
|
(9.8)
|
|
(9.8)
|
|
Fees on facility
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(0.6)
|
|
(0.6)
|
|
Facility and interest
|
|
(5.1)
|
|
(5.1)
|
|
(5.1)
|
|
(125.1)
|
|
(140.4)
|
|
(120.0)
|
|
Provisions
|
|
-
|
|
(0.9)
|
|
-
|
|
-
|
|
(0.9)
|
|
(0.9)
|
|
Current lease liabilities
|
|
(0.1)
|
|
(0.2)
|
|
-
|
|
-
|
|
(0.3)
|
|
(0.3)
|
|
Non-current lease liabilities
|
|
-
|
|
-
|
|
(0.4)
|
|
(1.2)
|
|
(1.6)
|
|
(1.4)
|
|
Total shown in the statement of
financial position
|
|
(15.0)
|
|
(6.2)
|
|
(5.5)
|
|
(126.3)
|
|
(153.0)
|
|
(132.9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual maturities of liabilities (£'m)
|
|
Less than
|
|
|
|
Between
|
|
Between
|
|
Total contractual
|
|
Carrying
|
at 31 March 2024
|
6 months
|
6–12 months
|
1 and 2 years
|
2 and 5 years
|
cash flows
|
amount
|
|
Trade and other payables
|
|
(9.0)
|
|
(0.1)
|
|
–
|
|
–
|
|
(9.1)
|
|
(9.1)
|
|
Fees on facility
|
|
–
|
|
–
|
|
–
|
|
–
|
|
0.6
|
|
0.6
|
|
Facility
|
|
(5.0)
|
|
(5.0)
|
|
(95.0)
|
|
–
|
|
(105.0)
|
|
(90.0)
|
|
Provisions
|
|
–
|
|
(0.3)
|
|
–
|
|
–
|
|
(0.3)
|
|
(0.3)
|
|
Current lease liabilities
|
|
–
|
|
–
|
|
–
|
|
–
|
|
–
|
|
–
|
|
Non-current lease liabilities
|
|
–
|
|
–
|
|
–
|
|
–
|
|
–
|
|
–
|
|
Total shown in the statement of
financial position
|
|
(14.0)
|
|
(5.4)
|
|
(95.0)
|
|
–
|
|
(113.8)
|
|
(98.8)
|
Lease liabilities fall due over the term of the lease. The
debt facility has a term of three years - For further details, see
Note 15. All other Group payable balances at balance sheet date and
prior periods fall due for payment within one year.
|
As part of our Fund of Funds, Earlybid, Irish Co-Invest and
Molten SP I LLP strategy, we make commitments to funds to be drawn
down over the life of the fund. Projected drawdowns are monitored
as part of the monitoring process above.
|
Credit risk
|
Credit risk refers to the risk that a counterparty will
default on its contractual obligations resulting in financial loss.
The Group is exposed to this risk for various financial
instruments, for example by granting receivables to customers and
placing deposits. As part of the Group’s investments, the Group
invests in debt instruments such as bridging loans and convertible
loan notes (included within the investments held at FVTPL). This is
not included below as the risk is considered as part of the fair
value measurement. The Group’s trade receivables are amounts due
from the investment funds under management, or underlying portfolio
companies. The Group’s maximum exposure to credit risk is limited
to the carrying amount of trade receivables, cash and cash
equivalents, and restricted cash at each period-end is summarised
below:
|
|
Classes of financial assets impacted by credit risk, carrying
amounts
|
|
30 Sep 2024
|
|
31 Mar 2024
|
£’m
|
£’m
|
|
Trade and other receivables
|
|
5.5
|
|
1.6
|
|
Cash at bank and on hand
|
|
82.2
|
|
57.0
|
|
Total
|
|
87.7
|
|
58.6
|
The Directors consider that expected credit losses relating
to the above financial assets are immaterial for each of the
reporting dates under review as they are of good credit quality. In
respect of trade and other receivables, the Group is not exposed to
significant risk as the principal customers are the investment
funds managed by the Group, and in these the Group has control of
the banking as part of its management responsibilities. Investments
in unlisted securities are held within limited partnerships for
which Esprit Capital Partners LLP acts as manager, and,
consequently, the Group has responsibility itself for collecting
and distributing cash associated with these investments. The credit
risk of amounts held on deposit is limited by the use of reputable
banks with high-quality external credit ratings and, as such, is
considered negligible. The Group has an agreed list of authorised
counterparties. Authorised counterparties and counterparty credit
limits are established within the parameters of the Group Treasury
Policy to ensure that the Group deals with creditworthy
counterparties and that counterparty concentration risk is
addressed. Any changes to the list of authorised counterparties are
proposed by the CFO after carrying out appropriate credit
worthiness checks and any other appropriate information, and the
changes require approval from the Board. Cash at 30 September 2024
is held with the following institutions (and their respective
Moody’s credit rating): (1) Barclays Bank plc (baa2); and (2) HSBC
UK Limited (Aa3).
|
Capital management
|
The Group’s objectives when managing capital are
to:
|
• safeguard
their ability to continue as a going concern, so that they can
continue to provide returns for Shareholders and benefits for other
stakeholders; and
|
• maintain
an optimal capital structure.
|
The Group is funded through equity and debt at the balance
sheet date. As at 30 September 2024, the Group has a £120.0 million
term loan which has been fully drawn and an undrawn revolving
credit facility, see Note 15 for further information.
|
In order to maintain or adjust the capital structure, the
Group may make distributions to Shareholders, return capital to
Shareholders, issue new shares or sell assets between related
parties or otherwise to manage cash.
|
Interest rate risk
|
The Group’s interest rate risk arises from borrowings on the
£180.0 million debt facility with JPM and HSBC, which was entered
into in September 2024 (and before this on the previous facility of
£150.0 million, entered into in September 2022). The term loan on
the previous debt facility of £90.0 million was fully drawn and was
repaid on entering into the Extended Debt Facility, when the new
term loan of £120.0 million was fully drawn down. The Group’s
borrowings are denominated in GBP and are carried at amortised
cost.
|
There has been one drawdown during the six-month period to 30
September 2024. Interest is charged at a rate of SONIA plus 5.50%
on the loan facility with JPM and HSBC. A balance of £120.0 million
remains outstanding at period-end. The interest charged on future
drawdowns will fluctuate with the movements on SONIA.
|
If the base rate (SONIA) had been 2.5% higher during the
six-month period to 30 September 2024, the difference to the
condensed consolidated interim statement of comprehensive income
would have been an increase in finance costs of £1.2
million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20. Related party
transactions
|
The Group has various related parties stemming from
relationships with Limited Partnerships managed by the Group, its
investment portfolio, its advisory arrangements/Directors’ fees
(Board seats) and its key management personnel.
|
Key management personnel
compensation
|
Key management personnel are those persons having authority
and responsibility for planning, directing and controlling the
activities of the Group, and are considered to be the Directors of
the Company listed on pages 70 and 71 of the Annual Report for the
year ended 31 March 2024.
|
|
|
|
Period ended 30 Sep 2024
|
|
Period ended 30 Sep 2023
|
£’m
|
£’m
|
|
Wages and salaries
|
|
1.3
|
|
1.8
|
|
Social security contributions and similar taxes
|
|
0.2
|
|
0.3
|
|
Carried interest paid
|
|
-
|
|
0.6
|
|
Total
|
|
1.5
|
|
2.7
|
During the six-month period to 30 September 2024, employees
of Molten Ventures plc, including key management personnel, were
granted and exercised share options – see Note 14 for further
details.
|
Transactions with other related
parties
|
In addition to key management personnel, the Company has
related parties in respect of its subsidiaries and other related
entities.
|
On 30 March 2022, Molten Ventures plc entered into an
agreement with Softcat plc to provide Molten Ventures plc with
fractional CIO services. Karen Slatford was both the Chair of
Softcat plc’s Board and was Chair of Molten Ventures plc’s Board at
the time of entering the agreement until
17 January 2023.
During the period, fees of £Nil have been recognised in relation to
the services (30 September 2023: £Nil).
|
Management fees
|
Fees are received by the Group in respect of the EIS and VCT
funds as well as unconsolidated structured entities managed by
Esprit Capital Partners LLP, which is consolidated into the Group.
The EIS funds are managed by Encore Ventures LLP under an
Investment Management Agreement; Encore Ventures LLP is a
consolidated subsidiary of the Group. Molten Ventures VCT plc is
managed under an Investment Management Agreement by Elderstreet
Investments Limited, which is a consolidated subsidiary of the
Group. Management fees are received by the Group in respect of
these contracts. See Note 4(b) for further information on
consolidation.
|
|
Management fees recognised in the statement of comprehensive
income resulting from related party transactions
|
|
Period ended 30 Sep 2024
£’m
|
|
Period ended
30 Sep 2023
£’m
|
|
Management fees from unconsolidated structured
entities
|
|
7.5
|
|
7.1
|
|
Management fees from EIS and VCT funds
|
|
2.8
|
|
3.0
|
Directors’ fees
|
Administration fees for the provision of director services
are received where this has been agreed with the portfolio
companies. These amounts are immaterial. At times, expenses
incurred relating to Director services can be recharged to
portfolio companies – these are also immaterial. Molten Ventures
does not exercise control or management through any of these
non-executive positions.
|
Carry payments
|
No carry payments were made during the period to 30 September
2024. Carry was paid to 15 beneficiaries in the period ending 30
September 2023 and year ending 31 March 2024, of which the below
was to related parties. Carry payments were made in respect of
Esprit Capital III LP and Esprit Capital IV LP to key management
personnel in the periods presented.
|
|
|
|
Period ended
|
|
Period ended
|
|
Year ended
|
30 Sep 2024
|
30 Sep 2023
|
31 Mar 2024
|
|
Carry payments
|
|
-
|
|
0.6
|
|
0.6
|
Performance fees
|
Performance fees have not been paid during the period by the
EIS and VCT funds to Encore Ventures LLP. At 30 March 2024, £0.1
million was unpaid (30 September 2023: £0.1 million).
|
|
|
|
Period ended
|
|
Period ended
|
|
Year ended
|
30 Sep 2024
|
30 Sep 2023
|
31 Mar 2024
|
|
Performance fees
|
|
0.1
|
|
0.1
|
|
0.1
|
Unconsolidated structured
entities
|
The Group has exposure to a number of unconsolidated
structured entities as a result of its venture capital investment
activities.
|
The Group ultimately invests all funds via a number of
limited partnerships and some via Molten Ventures plc’s wholly
owned subsidiaries, Molten Ventures
(Ireland) Limited and Molten Ventures Holdings Limited. These are
controlled by the Group and not consolidated, but they are held as
investments at fair value through profit or loss on the
consolidated statement of financial position in line with IFRS 10
(see the 31 March Annual Report for further details and for the
list of these investment companies and limited partnerships). The
material assets and liabilities within these investment companies
are the investments, which are held at FVTPL in the consolidated
accounts. The Group has a beneficial interest to these assets since
the acquisition and as such holds them as investments at fair value
through profit or loss.
|
|
Name of undertaking
|
|
Registered office
|
|
Activity
|
|
Holding
|
|
Country
|
|
As at 30 Sep 2024
£’m
|
|
As at 31 Mar 2024
£’m
|
|
Esprit Investments (1)(B) LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited partnership pursuant to which the Group and Molten
Ventures FoF I LP hold Fund of Fund investments
|
|
89%
|
|
England
|
|
10.5
|
|
10.6
|
|
Esprit Investments (2) (B) LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited partnership pursuant to which the Group and Molten
Ventures FoF I LP hold Fund of Fund investments
|
|
89%
|
|
England
|
|
47.8
|
|
51.3
|
|
Esprit Investments (2) (B) (i) LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited Partnership pursuant to which the Group makes certain
investments (dormants)
|
|
100%
|
|
England
|
|
-
|
|
-
|
|
Molten Ventures (Ireland) Limited
|
|
32 Molesworth Street, Dublin 2 Ireland
|
|
Investment entity
|
|
100%
|
|
Ireland
|
|
686.9
|
|
951.4
|
|
Esprit Capital III LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited Partnership pursuant to which the Group makes certain
investments
|
|
100%
|
|
England
|
|
29.4
|
|
32.8
|
|
Esprit Capital IV LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited Partnership pursuant to which the Group makes certain
investments
|
|
100%
|
|
England
|
|
8.2
|
|
8.9
|
|
DFJ Europe X LP
|
|
c/o Maples Corporate Services Limited at PO Box 309, Ugland
House, Grand Cayman, KY1-1104, Cayman Islands
|
|
Limited Partnership pursuant to which the Group makes certain
investments
|
|
100%
|
|
Cayman Islands
|
|
2.6
|
|
3.2
|
|
Esprit Investments (1) LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited partnership pursuant to which the Group and Molten
Ventures FoF I LP hold Fund of Fund investments
|
|
100%
|
|
England
|
|
101.6
|
|
147.3
|
|
Esprit Investments (2) LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited partnership pursuant to which the Group and Molten
Ventures FoF I LP hold Fund of Fund investments
|
|
100%
|
|
England
|
|
686.9
|
|
761.8
|
|
Molten Ventures Holdings Limited
|
|
20 Garrick Street, London WC2E 9BT
|
|
Intermediate Company and Qualifying Asset Holding Company
("QAHC")
|
|
100%
|
|
England
|
|
101.3
|
|
85.0
|
|
Molten Ventures Investments LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited Partnership pursuant to which the Group makes certain
investments
|
|
100%
|
|
England
|
|
39.0
|
|
29.8
|
|
Molten Ventures FoF I LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited partnership under the Group’s management which makes
Fund of Fund investments
|
|
50%
|
|
England
|
|
15.1
|
|
14.5
|
|
Molten Ventures Investments (Ireland) LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited partnership under the Molten Group’s management which
makes Irish domiciled investments
|
|
56%
|
|
England
|
|
9.9
|
|
3.5
|
|
Esprit Investments (2) (B) (ii) LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited Partnership pursuant to which the Group makes certain
investments
|
|
100%
|
|
England
|
|
202.2
|
|
160.5
|
|
Forward Partners 1 LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited Partnership pursuant to which the Group makes certain
investments
|
|
100%
|
|
England
|
|
9.5
|
|
11.4
|
|
Forward Partners II LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited Partnership pursuant to which the Group makes certain
investments
|
|
100%
|
|
England
|
|
50.8
|
|
46.8
|
|
Forward Partners III LP
|
|
20 Garrick Street, London WC2E 9BT
|
|
Limited Partnership pursuant to which the Group makes certain
investments
|
|
100%
|
|
England
|
|
4.8
|
|
6.8
|
Molten Ventures (Ireland) Limited invests via the following
limited partnerships: Esprit Investments (1) LP, Esprit Investments
(2) LP, Esprit Capital IV LP, and Esprit Capital III LP.
|
Molten Ventures Holdings Limited invests in or via the
following limited partnerships: Molten Ventures Investments LP,
Molten Ventures FoF I LP, Esprit Investments (2)(B)(ii) LP, and
Molten Ventures Investments (Ireland) LP.
|
The investments balance in the consolidated statement of
financial position also includes investments held by consolidated
entities.
|
The Group also co-invests or historically co-invested with a
number of limited partnerships (see Note 4(b) for further details).
The exposure to these entities is immaterial.
|
Vested but unrealised carried interest of £0.6m is recognised
by the Group via Encore I Founder LP (14.5% aggregate carry LP
interest) and Esprit Capital III Carried Interest LP (2.2%
aggregate carry LP interest).
|
21. Capital commitments
|
The Group makes commitments to Fund of Funds (including funds
invested in as part of our partnership with Earlybird) as part of
its investment activity, which will be drawn down as required by
the funds over their investment period. Contractual commitments for
the following amounts have been made as at 30 September 2024 but
are not recognised as a liability on the consolidated statement of
financial position:
|
|
|
|
30 Sep 2024
|
|
31 Mar 2024
|
£’m
|
£’m
|
|
Undrawn capital commitments
|
|
63.6
|
|
84.1
|
|
Total capital commitments
|
|
311.7
|
|
316.5
|
Total fair value to the Group of these seed funds (including
Earlybird) is £292.5 million of investments (31 March 2024: £312.3
million).
|
22. Ultimate controlling
party
|
The Directors of Molten Ventures plc do not consider there to
be a single ultimate controlling party of the Group.
|
23. Alternative Performance Measures
(“APM”)
|
The Group has included the APMs listed below in this report
as they highlight key value drivers for the Group and, as such,
have been deemed by the Group’s management to provide useful
additional information to readers of this report. These measures
are not defined by IFRS and should be considered in addition to
IFRS measures.
|
Gross Portfolio Value
(“GPV”)
|
The GPV is the gross fair value of the Group’s investment
holdings before deductions for the fair value of carry liabilities
and any deferred tax. The GPV is
subject to deductions for the fair value of carry liabilities and
deferred tax to generate the net investment value, which is
reflected on the consolidated statement of financial position as
financial assets held at FVTPL. Please see Note 18 for a
reconciliation to the net investment balance. This table also shows
the Gross to Net movement, which is 94% in the current year
calculated as the net investment value (£1,260.4 million) divided
by the GPV (£1,342.8 million). The table reflects a Gross fair
value movement of £10.8 million, on an opening balance of £1,378.9
million, which is a (1)% percentage change on the 31 March 2024
GPV. This is described in the report as the Gross fair value
decrease/increase.
|
Net Portfolio Value
(“NPV”)
|
The NPV is the net fair value of the Group’s investment
holdings after deductions for the fair value of carry liabilities
and any deferred tax from the GPV. The NPV is the value of the
Group’s financial assets classified at “fair value through profit
or loss” on the statement of financial position.
|
NAV per share
|
The NAV per share is the Group’s net assets attributable to
Shareholders divided by the number of shares at the relevant
reporting date. See the calculation in Note 8. Please see further
details relating to the calculation of the Net Portfolio Value in
Note 18.
|
Net fair value movement
|
This is the fair value movement as calculated by dividing the
fair value movement, excluding foreign exchange movements, by the
opening Gross Portfolio Value at the relevant period.
|
Gross fair value movement
|
This is the fair value movement as calculated by dividing the
fair value movement, including foreign exchange movements, by the
opening Gross Portfolio Value at the relevant period.
|
Platform AuM
|
The latest available fair value of investments held at FVTPL
and cash managed by the Group, including funds managed by
Elderstreet Investments Limited, Encore Ventures LLP, and Esprit
Capital Partners LLP. This includes a deduction for Molten Ventures
plc operating costs budget for the year.
|
Operating costs as a % of
period/year end NAV
|
This is the operating costs, net of fee income and
exceptional items divided by the period/year-end NAV.
|
24. Subsequent events
|
There are no post balance sheet events requiring
comment.
|
Glossary
In this report, where the context permits, the expressions
set out below shall bear the following meaning:
|
“Act”
|
|
the UK Companies Act 2006.
|
|
|
“AIM”
|
|
AIM, the market of that name operated by the London Stock
Exchange.
|
|
|
“Audit, Risk and Valuations
Committee”
|
|
the Audit, Risk and Valuations Committee of the
Board.
|
|
|
“AUM”
|
|
assets under management.
|
|
|
“BoE”
|
|
Bank of England.
|
|
|
“BVCA”
|
|
British, Private Equity & Venture Capital
Association.
|
|
|
“Company” or “Molten Ventures” or
“Plc”
|
|
Molten Ventures plc (formerly Draper Esprit plc), a company
incorporated in England and Wales with registered number 09799594
and having its registered office at 20 Garrick Street, London WC2E
9BT.
|
|
|
“Core Portfolio” or “Core Portfolio
Companies”
|
|
the companies that generally represent highest fair value to
Molten, which account for approximately 61% of the overall
portfolio value based on fair values as at 30 September
2024.
|
|
|
“DEF” or “Digital East
Fund”
|
|
Digital East Fund 2013 SCA SICAR.
|
|
|
“Directors” or “Board”
|
|
the directors of the Company from time to time.
|
|
|
“Earlybird Growth Opportunities
fund”
|
|
Earlybird Growth Opportunities Fund I GmbH & Co.
KG.
|
|
|
“Earlybird Fund IV”
|
|
Earlybird GmbH & Co. Beteiligungs-KG IV.
|
|
|
“Earlybird Fund VI”
|
|
Earlybird DWES Fund VI GmbH & Co. KG.
|
|
|
“Earlybird Fund VII”
|
|
Earlybird DWES Fund VII GmbH & Co. KG.
|
|
|
“EIS”
|
|
The EIS funds managed by Encore Ventures LLP (Co. Reg. No.
OC347590), which sits outside of the Group under the management of
Encore Ventures. EIS funds being Enterprise Investment Scheme under
the provisions of Part 5 of the Income Tax Act 2007.
|
|
|
“Elderstreet”
|
|
Elderstreet Investments Limited, a private company limited by
shares incorporated in England and Wales under registration number
01825358 with its registered office at 20 Garrick Street, London
WC2E 9BT.
|
|
|
“Encore Funds”/“EIS
funds”
|
|
DFJ Esprit Angels’ EIS Co–Investment Fund, DFJ Esprit Angels’
EIS Co–Investment II, DFJ Esprit EIS. III, DFJ Esprit EIS IV,
Draper Esprit EIS 5, Molten Ventures EIS, Molten Ventures KI EIS
23/24 and each an “Encore Fund”.
|
|
|
“Encore Ventures”
|
|
Encore Ventures LLP, a limited liability partnership
incorporated in England and Wales under the registration number
OC347590, which sits outside of the Group under the management of
Encore Ventures, with its registered office at 20 Garrick Street,
London WC2E 9BT.
|
|
|
“ESG”
|
|
Environmental, Social and Governance.
|
|
|
“Esprit Capital”/“ECP”
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Esprit Capital Partners LLP, a limited liability partnership
incorporated in England and Wales under the registration number
OC318087 with its registered office at 20 Garrick Street, London
WC2E 9BT, the appointed managing vehicle of Molten Ventures
plc.
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“Euronext Dublin”
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the trading name of the Irish Stock Exchange Plc.
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“FCA”
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the UK Financial Conduct Authority.
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“Fund of Funds”
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seed and early stage funds invested in by the
Group.
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“Gross Portfolio fair value
movement”
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the increase or decrease in the fair value of the portfolio
of investee companies held by funds controlled by the Company
before accounting for deferred tax (via Molten Ventures (Ireland)
Limited), external carried interest and amounts
co-invested.
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“Gross Portfolio Value”
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Gross Portfolio Value is the value of the portfolio of
investee companies held by funds controlled by the Company before
accounting for deferred tax, external carried interest and amounts
co-invested.
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“Group”
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the Company and its subsidiaries from time to time and, for
the purposes of this document, including Esprit Capital and its
subsidiaries and subsidiary undertakings.
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“HMRC”
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HM Revenue & Customs.
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“Forward Partners”
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Forward Partners Group Limited, a private company limited by
shares incorporated in
England and Wales under registration number 13244370 with its
registered office at
20 Garrick Street, London WC2E 9BT.
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“HSBC”
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HSBC Innovation Bank Limited.
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“IFRS” or “IFRSs”
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International Financial Reporting Standards, as adopted for
use in the European Union.
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“IPO”
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initial public offering
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“IPEV Guidelines”
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the International Private Equity and Venture Capital
Valuation Guidelines, as amended from time to time.
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“IRR”
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the internal rate of return.
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“Investment Committee”
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the Investment Committee of ECP.
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“Investment Team”
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the Partnership Team and Platform Team as described on the
Company’s website.
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“JPM”
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J.P. Morgan Chase Bank N.A. London Branch
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“Main Market”
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the London Stock Exchange plc’s main market for listed
securities and the regulated market of Euronext Dublin.
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“Net Asset Value”/“NAV”
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the value, as at any date, of the assets of the Company
and/or Group after deduction of all liabilities determined in
accordance with the accounting policies adopted by the Company
and/or Group from time to time.
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“Net Portfolio Value”
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the value of the portfolio of investee companies held by
funds controlled by the Company after accounting for deferred tax,
external carried interest and amounts co-invested and recognised on
the statement of financial position.
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“Ordinary Shares”
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ordinary shares of £0.01 pence each in the capital of the
Company.
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“PricewaterhouseCoopers” or
“PwC”
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PricewaterhouseCoopers LLP, a limited liability partnership
registered in England and Wales with registered number OC303525 and
having its registered office at 7 More London Riverside, London SE1
2RT.
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“SONIA”
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is the Sterling Overnight Index Average, an interest
benchmark administered by the Bank of England.
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“Shareholder”
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Shareholders of Molten Ventures plc
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“TCFD”
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Task Force on Climate-Related Financial
Disclosures.
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“VC”
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Venture Capital.
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“VCT”/“VCT funds”
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the VCT fund of Molten Ventures VCT plc (Co. Reg.
No.03424984), which sits outside of the Group under the management
of Elderstreet. VCT being Venture Capital Trusts under the
provisions of Part 6 of the Income Tax Act 2007.
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Status of announcement
Neither the contents of the Company's website nor the
contents of any website accessible from hyperlinks on the Company's
website (or any other website) is incorporated into, or forms part
of, this announcement.
Dissemination of a Regulatory Announcement, transmitted by EQS
Group.
The issuer is solely responsible for the content of this
announcement.
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