Half-year report
Thames Ventures VCT 1 plcLEI:
213800R88MRC4Y3OIW86Half-Yearly Report for
the Six months ended 30 September
2022
Financial Summary
|
|
30 Sep |
31 Mar |
30 Sep |
Nov |
|
|
2022 |
2022 |
2021 |
2013 |
|
|
pence |
pence |
pence |
pence |
|
|
Unaudited |
Audited |
Unaudited |
Unaudited |
Net Asset Value per share (“NAV”) |
|
58.80 |
61.60 |
61.30 |
100.40 |
Cumulative dividends paid since Nov 2013 |
|
43.00 |
41.25 |
40.00 |
- |
Total Return |
|
101.80 |
102.85 |
101.30 |
100.40 |
(NAV plus cumulative dividends paid per share) |
|
|
|
|
|
|
|
|
|
|
Chairman’s Statement
I present the Company’s half-yearly report for the six-month
period ended 30 September 2022.
Net asset value and resultsAs at 30 September
2022, the Company’s NAV stood at 58.8p, a decrease of 1.05p (or
1.7%) compared to the 31 March 2022 year-end position, after adding
back the 1.75p dividend paid during the period.
The return attributable to equity shareholders for the period
was a loss of £2.0 million, comprising a revenue gain of £1.9
million and a capital loss of £3.9 million. The reduction in value
of the Company’s investments over the period is broadly reflective
of the general market conditions for the types of businesses in
which the Company invests.
Investment Advisory Arrangements and Change of
nameAs noted in the Annual Report, Foresight Group LLP
(“Foresight”) was appointed as Investment Adviser to the Company
following agreement by the Company’s former Investment Adviser,
Downing LLP (“Downing”) to sell its non-healthcare ventures
division to Foresight in a transaction that completed on 4 July
2022.
As part of the transaction, under a subcontract with Foresight,
Downing continues to provide investment advisory services for the
non-ventures portfolio (quoted growth and yield focused
investments), as well as administration services for a handover
period.
On 2 September 2022, the Company changed its name from Downing
ONE VCT plc to Thames Ventures VCT 1 plc to recognise the change of
Investment Adviser.
Investment activity and performanceOver the
last six months the Company has made a number of new and follow-on
investments totalling £5.7 million, as well as completing full and
partial exits from a number of portfolio companies, generating
total proceeds of £6.8 million.
Following a review of valuations by the Board, net unrealised
losses across the whole portfolio over the period were £3.5
million. In addition, the realisations noted above, resulted in a
net realised losses in the period of £218,000, although there was a
gain over cost of £1.6 million.
At the period end, the Company held a portfolio of 87 active
investments, with 54% in unquoted growth (by value), 27% held in
quoted growth and 19% in unquoted yield focused investments.
34 investments are held in the quoted growth category which are
either quoted on AIM, the Main Market or the AQSE Growth Market and
have a value of £22.0 million. The 53 unquoted investments have a
value of £59.1 million.
Further details of the investment activities of the Company are
included in the Investment Adviser’s Report below.
DividendsThe Company has a stated policy of
seeking to pay dividends equivalent to at least 4% of NAV each
year. The Board has declared an interim dividend of 1.5p
(equivalent to 2.6% of NAV) which will be paid on 18 January 2023
to Shareholders on the register as at 16 December 2022.
The above interim dividend will take the total dividends paid
since the merger in November 2013 to 44.5p per share.
Running costsShareholders are
reminded that as part of the change of adviser, Foresight and
Downing agreed to waive the investment advisory fee for the quarter
ended June 2022, which was equivalent to approximately £548,000. As
a reminder, the Company also benefits from a running cost cap
provided by the Investment Adviser, whereby any costs above 2.6% of
net assets per annum are met by the Adviser by way of a reduction
in their fees.
FundraisingThe Company launched a
non-Prospectus top-up offer in November 2021, seeking to raise up
to £6.7 million. The offer closed at the end of April 2022 having
raised £1.9 million.
At the end of October 2022, the Company launched a new offer for
subscription, the first to be promoted for the Company by
Foresight, seeking to raise up to £10 million (plus an
over-allotment facility). Funds raised will support further
investment activity in supporting and expanding the portfolio.
Shareholders who may be interested in a further investment in
the Company, benefiting from the upfront VCT tax reliefs, can find
full details of the new offer on the Foresight’s website:
www.foresightgroup.eu/products/thames-ventures-vct-1-plc
Existing Shareholders in any Foresight VCTs, including Thames
Ventures VCT 1 plc, should note that they will benefit from the
upfront promoter fee being waived under this new offer.
Investors are recommended to consult their financial adviser
before making any investment decisions.
Share buybacksThe Company
operates a policy of buying in its own shares that become available
in the market at a 5% discount to NAV (subject to liquidity and any
regulatory restrictions).
During the period, the Company purchased 1,323,068 shares (equal
to 0.7% of the opening number of shares in issue) at an average
price of 56.9p per share.
DirectorateFollowing the
successful transfer of the Investment Advisory contract from
Downing to Foresight, Stuart Goldsmith, the remaining founding
director of the Company, has indicated that he will not stand for
re-election at the next Annual General Meeting, which is expected
to be in August 2023.
As a result, the Board undertook a process with a head-hunter to
identify suitable individuals to join the Board. I can report that
the process was successful and has produced an excellent
candidate.
We are pleased to announce that Atul Devani has today joined the
Board as a non-executive director of the Company. Atul is currently
the chairman of another VCT and has held a number of senior
positions in software technology companies operating in a number of
sectors. Previously he was the founder and CEO of AIM-quoted
company, United Clearing plc, which was sold to a trade buyer in
2006. The Directors believe that, with his experience within the
technology sector as well as in the VCT world, he will be a welcome
and invaluable addition to the Board. My fellow directors and I
look forward to working with him.
Outlook With the investment team now settled in
their new home at Foresight, we are expecting to see more
investment activity in the second half of the year as we seek to
invest existing and newly raised funds.
Businesses in general now face multiple challenges including
inflation, recession and the wide-ranging impact of the war in
Ukraine. Having successfully negotiated the impact of the
coronavirus pandemic, the investment team will once again be
monitoring the existing portfolio companies closely to ensure
management address these challenges appropriately and have the
support that they need.
While this climate does not make us optimistic that significant
improvements to the NAV will be seen in the short term, this point
in the economic cycle can often provide good value investment
opportunities which go on to be some of the most successful
investments in the future. We will be looking to our Investment
Adviser to identify and secure such potential opportunities for the
Company in order to drive long term performance.
Chris KayChairman
Investment Adviser’s Report
We are pleased to present our first Investment Adviser’s Report
as Foresight Group LLP, following the acquisition by Foresight of
Downing LLPs’ non-healthcare ventures investment team in the
summer.
Introduction to the Foresight GroupForesight is
a leading private equity and infrastructure investment manager with
its parent company, Foresight Group Holdings Limited, listed on the
London Stock Exchange. Established in 1984, Foresight has a track
record of over 35 years of investing into and growing small
companies. Foresight and companies and undertakings within the same
group (together, Foresight Group) now have more than £12.5 billion
of assets under management and a wide and varied investor base of
private and institutional investors. Foresight Group’s vision is to
be a leader in investing in trends ahead of the curve through its
dynamic and entrepreneurial values of flexibility, innovation,
problem solving and a commitment to attracting and retaining high
quality and experienced staff.
We are pleased to report that the team that transferred from
Downing is now well settled and is recruiting in line with
expansion plans. We are also now starting to benefit from working
with other teams within Foresight to generate new deal flow.
Investment focusIn line with the current VCT
regulations, the Company focus has for some years now been on young
unquoted growth businesses. This focus will continue and other
areas of Thames Ventures VCT 1’s portfolio are expected to reduce
in size as suitable exit opportunities arise and proceeds are
reinvested in the core area.
Investment ActivityDuring the period, the
Company invested a total of £3.9 million as further funding for
nine existing portfolio companies.
In addition to the above, a new company joined the portfolio as
part of the consideration from the exit of E-Fundamentals (Group)
Limited in July 2022, with a cost of £1.7 million, CommerceIQ, Inc.
CommerceIQ, Inc provides e-commerce management tools for the
management of retail media, sales and operations.
The follow-on investments are summarised as follow:
A further £825,000 was invested into current portfolio company,
StorageOS Inc, a cloud-based storage management software system in
a new funding round that was undertaken at a lower price that the
previous round, thus resulting in a lower valuation for our
holding.
£789,000 was invested into Vivacity Labs Limited, who provide
artificial intelligence sensors to monitor and control traffic
flows, in order to facilitate international expansion.
A further investment of £587,000 was made in Glisser Limited, an
award-winning event hosting platform for virtual and in-person
events. Although we believe that the company still has the
potential to deliver on its plan, latest fundraising was undertaken
at a lower valuation than the previous round which has resulted in
an unrealised loss for the period.
FVRVS Limited, trading as Fundamental VR, provides surgery
simulation software for enterprise clients and hospitals. A total
of £537,000 further investment was made following a loan note
conversion and equity addition.
£320,000 of further investment was made into Maestro Media
Limited, who have developed an online streaming platform in
collaboration with the BBC, that offers consumers personal and
insightful lessons from leading creative talents.
FundingXchange Limited, who are a SME funding platform, closed a
£3 million funding round in July 2022, with the VCT investing a
further £285,000.
Two smaller investments were also made during the period into
Upp Technologies Group Limited (£59,000) and Channel Mum Limited
(£20,000).
One quoted investment was made in the period into existing
investment, Downing Strategic Micro-Cap Investment Trust plc. The
company seeks to provide investors with long term growth through a
concentrated portfolio of UK listed companies. Following a
well-priced opportunity, a further investment of £502,000 was
made.
Realisations of unquoted investments in the six months generated
proceeds of £6.8 million and gains over cost of £1.6 million.
A summary of the most significant realisations is shown
below:
E-Fundamentals (Group) Limited, a Software as a Service (SaaS)
analytics company was fully exited during the period with
consideration made up of cash proceeds (£1.6 million), shares in
CommerceIQ, Inc (£1.7m) and deferred consideration (£340,000),
generating total proceeds of £3.6 million, resulting in a gain over
cost of £2.1 million.
Unquoted yield focussed investee company, Harrogate Street LLP,
a property developer, was fully exited in June 2022, generating
cash proceeds of £2.75 million, resulting in a gain over cost of
£1.3 million.
One disappointing exit during the period related to Rockhopper
Renewables Limited, one of the Indian solar farm companies.
Following a series of setbacks, the company was disposed of in full
for nil consideration, resulting in a loss over cost of
£738,000.
Portfolio valuationThere were net unrealised
valuation losses of £3.5 million over the period, which included
£2.3 million of unrealised foreign exchange gains. The largest
unrealised valuation loss related to StorageOS Inc, (£2.0 million)
which has been revalued based on the recent fundraising round.
The other notable unrealised losses on investments in the period
were as follows:
A full provision of £1.7 million was made against the investment
in Hummingbird Technologies Limited, the crop analytics platform.
The business had failed to make satisfactory progress and attempts
to find new funding failed. Ultimately, parts of the business were
sold but the proceeds were insufficient to provide any return for
the Company.
Baron House Developments LLP, which was created to fund the
purchase of a property opposite Newcastle railway station, was
reduced in value by £1.0 million in line with anticipated exit
proceeds. However, it should be noted that the investment is still
valued at £474,000 above cost.
The quoted investment, Downing Strategic Micro-Cap Investment
Trust plc incurred an unrealised loss of £875,000 which is broadly
in line with the trend of small cap share prices.
The losses were partially offset by a number of unrealised gains
in the period. Cornelis Networks Inc provides purpose-built
interconnects focused on high performance computing, data analytics
and artificial intelligence. During the period, the company closed
a $29 million round to provide further cash runway. The investment
has been valued at a 10% discount to the latest funding round,
resulting in an unrealised gain of £1.6 million. The business
continues to perform well and is developing the next generation
400G product, which is expected to launch in the first quarter of
2024.
Hackajob Limited, the owner of an online marketplace for hiring
technical talent, has continued to progress well during the period.
The business has seen recurring revenues continuing to grow, and a
signed term sheet by a new US growth fund to invest $20 million as
part of a $25 million round, expected to close imminently. As a
result, the valuation was uplifted by £1.4 million.
Maestro Media Limited has been valued in line with the June 2022
equity raise, led by new investor BGF, resulting in an uplift of
£617,000.
Since the period end, we have seen Sterling regain strength
against the US Dollar, which has resulted a reversal of some of the
exchange gains we saw over the period. However, we have also seen
improving share prices within the AIM portfolio which has offset
most of the negative foreign exchange movement since the period
end.
Quoted InvestmentsThe Company continues to hold
a portfolio of quoted investments, most of which are quoted on the
AIM market. The team at Downing LLP continue to provide management
services in respect of these investments under a subcontract
agreement with Foresight.
At 30 September 2022, the quoted portfolio comprised 34
investments with a value of £22.0 million. There was very limited
investment activity in the portfolio in the period, with the
challenging market conditions ensuring there were almost no
VCT-qualifying IPOs or secondary offers. The existing quoted
portfolio saw falls in prices across almost all investments, very
much following the general trend of the AIM market, producing
unrealised losses of £5.2 million. The underlying companies
continued to trade resiliently, albeit this was not reflected in
share prices. Since the period end, share prices have begun to
recover.
The coming months are likely to remain challenging and it is
difficult to be hugely positive in the short-term. However, the
quoted portfolio contains good quality companies, with plenty of
scope for self-help, strong balance sheets, and significant
prospects for growth over the long-term which we hope will
translate into an improved share price performance.
OutlookThe six months to 30 September 2022, our
first as investment adviser, has been against a backdrop of
increasingly challenging market conditions, with inflation and
global interest rates rising, having an inevitable impact on the
portfolio.
Despite these challenges, the Company has funds to invest, as
well as the new funds being raised, which we believe can be
invested in attractive new growth opportunities which can drive
performance in the future. We expect the Company to be an active
investor over the remainder of the year.
Thames Ventures TeamForesight Group
LLP
Unaudited Balance Sheet as at 30
September 2022
|
|
30 Sep 2022 |
|
30 Sep
2021 |
|
31 Mar 2022 |
|
|
£’000 |
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
Fixed assets |
|
|
|
|
|
|
Investments |
|
81,130 |
|
94,932 |
|
85,954 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Debtors |
|
5,896 |
|
1,630 |
|
3,300 |
Cash at bank and in hand |
|
20,051 |
|
13,732 |
|
20,856 |
|
|
25,947 |
|
15,362 |
|
24,156 |
|
|
|
|
|
|
|
Creditors: amounts falling due within one
year |
(1,298) |
|
(510) |
|
(637) |
|
|
|
|
|
|
|
Net current assets |
|
24,649 |
|
14,852 |
|
23,519 |
|
|
|
|
|
|
|
Net assets |
|
105,779 |
|
109,784 |
|
109,473 |
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
Called up share capital |
|
1,799 |
|
1,790 |
|
1,776 |
Capital redemption reserve |
|
1,711 |
|
1,675 |
|
1,697 |
Share premium account |
|
81,236 |
|
78,561 |
|
79,035 |
Funds held in respect of shares not yet allotted |
|
16 |
|
30 |
|
78 |
Special reserve |
|
15,873 |
|
17,435 |
|
16,328 |
Revaluation reserve |
|
6,024 |
|
13,863 |
|
11,303 |
Revenue reserve |
|
(880) |
|
(3,570) |
|
(744) |
|
|
|
|
|
|
|
Equity shareholders’ funds |
|
105,779 |
|
109,784 |
|
109,473 |
|
|
|
|
|
|
|
Basic and diluted net asset value per share |
|
58.8p |
|
61.3p |
|
61.6p |
Unaudited Income Statement For the six
months ended 30 September 2022
|
|
Six months ended30 September
2022 |
|
Six months ended 30 September
2021 |
Year ended
31 March
2022 |
|
|
Revenue |
Capital |
Total |
|
Revenue |
Capital |
Total |
|
Total |
|
£’000 |
£’000 |
£’000 |
|
£’000 |
£’000 |
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
|
|
Income |
|
2,710 |
- |
2,710 |
|
732 |
- |
732 |
|
4,584 |
|
|
|
|
|
|
|
|
|
|
|
(Losses)/gains on investments |
|
|
|
|
|
|
|
|
|
- realised (losses)/gains on disposal |
- |
(218) |
(218) |
|
- |
808 |
808 |
|
3,722 |
- unrealisedvaluation(losses)/gains |
- |
(5,811) |
(5,811) |
|
- |
7,313 |
7,313 |
4,386 |
- unrealised foreign exchange gains |
- |
2,301 |
2,301 |
|
- |
224 |
224 |
|
511 |
|
|
2,710 |
(3,728) |
(1,018) |
|
732 |
8,345 |
9,077 |
13,203 |
|
|
|
|
|
|
|
|
|
|
|
Investment management fees |
(275) |
(275) |
(550) |
|
(490) |
(490) |
(980) |
|
(2,102) |
Other expenses |
|
(388) |
- |
(388) |
|
(401) |
- |
(401) |
|
(705) |
|
|
|
|
|
|
|
|
|
|
|
(Loss)/gain on ordinary activities before
tax |
2,047 |
(4,003) |
(1,956) |
|
(159) |
7,855 |
7,696 |
10,396 |
|
|
|
|
|
|
|
|
|
|
|
Tax on total comprehensiveincome and ordinary activities |
(78) |
78 |
- |
|
(140) |
140 |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
(Loss)/return attributable to equity
shareholders |
1,969 |
(3,925) |
(1,956) |
|
(299) |
7,995 |
7,696 |
10,396 |
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted return per share |
1.1p |
(2.2p) |
(1.1p) |
|
(0.2p) |
4.5p |
4.3p |
|
5.9p |
The total column within the Income Statement represents the
Statement of Total Comprehensive Income of the Company prepared in
accordance with Financial Reporting Standards (“FRS102”). There are
no other items of comprehensive income. The supplementary revenue
and capital return columns are prepared in accordance with the
Statement of Recommended Practice issued in November 2014 and
updated July 2022 by the Association of Investment Companies (“AIC
SORP”).
Statement of Changes in Equity For the
six months ended 30 September 2022
|
Share Capital |
Capital
redemptionreserve |
Sharepremium account |
Funds held in respect of shares
not yet allotted |
Specialreserve |
Capitalreserve-realised |
Revaluationreserve |
Revenuereserve |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
|
|
|
|
For the six months ended 30 September
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 Apr 2022 |
1,776 |
1,697 |
79,035 |
78 |
16,328 |
- |
11,303 |
(744) |
109,473 |
Total comprehensive income |
- |
- |
- |
- |
- |
(415) |
(3,510) |
1,969 |
(1,956) |
Transfer between reserves* |
- |
- |
- |
- |
301 |
1,468 |
(1,769) |
- |
- |
Transactions with owners |
|
|
|
|
|
|
|
Utilised in share issue |
- |
- |
- |
(78) |
- |
- |
- |
- |
(78) |
Unallotted shares |
- |
- |
- |
16 |
- |
- |
- |
- |
16 |
Dividends paid |
- |
- |
- |
- |
- |
(1,053) |
- |
(2,105) |
(3,158) |
Issue of new shares |
37 |
- |
2,201 |
- |
- |
- |
- |
- |
2,238 |
Purchase of own shares |
(14) |
14 |
- |
- |
(756) |
- |
- |
- |
(756) |
|
|
|
|
|
|
|
|
|
|
At 30 Sept 2022 |
1,799 |
1,711 |
81,236 |
16 |
15,873 |
- |
6,024 |
(880) |
105,779 |
|
|
|
|
|
|
|
|
|
|
* A transfer of £1,769,000 representing previously
recognised unrealised gains on disposal of investments during the
period ended 30 September 2022 (year ended 31 March 2022: £794,000)
has been made from the Revaluation reserve to the Capital
Reserve-realised. A transfer of £301,000 representing realised
gains on disposal of investments, less the excess of capital
expenses over capital income and capital dividends in the year
(year ended 31 March 2022: losses £738,000) has been made from the
Capital Reserves – realised to the Special reserve.
Statement of Changes in Equity For the
year ended 31 March 2022
Share Capital |
Capital
redemptionreserve |
Sharepremium account |
Funds held in respect of
shares not yet
allotted |
Specialreserve |
Capitalreserve-realised |
Revaluationreserve |
Revenuereserve |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
|
|
|
|
For the year ended 31 March
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 Apr 2021 |
1,611 |
1,649 |
66,430 |
7,545 |
20,238 |
- |
6,409 |
(2,529) |
101,353 |
Total comprehensive income |
- |
- |
- |
- |
- |
2,971 |
4,897 |
2,528 |
10,396 |
Realisation of revaluations from previous years* |
- |
- |
- |
- |
- |
794 |
(794) |
- |
- |
Realisation of impaired valuations |
- |
- |
- |
- |
- |
(791) |
791 |
- |
- |
Transfer between reserves |
- |
- |
- |
- |
(738) |
738 |
- |
- |
- |
Transactions with owners |
|
|
|
|
|
|
|
|
Dividends paid |
- |
- |
- |
- |
- |
(3,712) |
- |
(743) |
(4,455) |
Utilised in share issue |
- |
- |
- |
(7,545) |
- |
- |
- |
- |
(7,545) |
Unallotted shares |
- |
- |
- |
78 |
- |
- |
- |
- |
78 |
Issue of new shares |
213 |
- |
12,605 |
- |
- |
- |
- |
- |
12,818 |
Share issue costs |
- |
- |
- |
- |
(360) |
- |
- |
- |
(360) |
Purchase of own shares |
(48) |
48 |
- |
- |
(2,812) |
- |
- |
- |
(2,812) |
At 31 Mar 2022 |
1,776 |
1,697 |
79,035 |
78 |
16,328 |
- |
11,303 |
(744) |
109,473 |
|
|
|
|
|
|
|
|
|
|
Unaudited Cash Flow Statement For the
six months ended 30 September 2022
|
|
30 Sep 2022 |
|
30 Sep 2021 |
|
31 Mar 2022 |
|
|
£’000 |
|
£’000 |
|
£’000 |
Cash flow from operating activities |
|
|
|
|
|
|
(Loss)/profit on ordinary activities before taxation |
|
(1,956) |
|
|
7,696 |
|
10,396 |
Loss/(gain) on investments |
|
3,728 |
|
(8,345) |
|
(8,619) |
(Increase)/decrease in debtors |
|
(2,596) |
|
371 |
|
(1,298) |
Increase/(decrease) in creditors |
|
635 |
|
(38) |
|
72 |
|
|
|
|
|
|
|
Cash from operations |
|
|
|
|
|
|
Corporation tax paid |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
Net cash (utilised)/generated from operating
activities |
(189) |
|
(316) |
|
551 |
|
|
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
|
|
Purchase of investments |
|
(5,673) |
|
(708) |
|
(4,619) |
Proceeds from disposal of investments |
|
6,769 |
|
3,277 |
|
16,441 |
|
|
|
|
|
|
|
Net cash generated from investing activities |
1,096 |
|
2,569 |
|
11,822 |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from share issue |
|
2,289 |
|
12,336 |
|
12,121 |
Funds held in respect of shares not yet allotted |
(63) |
|
(7,515) |
|
(7,467) |
Share issue costs |
|
(51) |
|
(357) |
|
(360) |
Purchase of own shares |
|
(729) |
|
(1,496) |
|
(2,791) |
Equity dividends paid |
|
(3,158) |
|
(2,227) |
|
(3,758) |
|
|
|
|
|
|
|
Net cash
(utilised)/generated
from financing
activities |
(1,712) |
|
741 |
|
(2,255) |
|
|
|
|
|
|
|
(Decrease)/increase
in cash |
|
(805) |
|
2,994 |
|
10,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net movement in
cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period |
|
20,856 |
|
10,738 |
|
10,738 |
Net cash (outflow)/inflow |
|
(805) |
|
2,994 |
|
10,118 |
|
|
|
|
|
|
|
End of period |
|
20,051 |
|
13,732 |
|
20,856 |
Summary of Investment Portfolio as at
30 September 2022
|
Cost |
Valuation |
Valuation movement inperiod† |
% of portfolioby
value |
|
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
Top twenty venture capital investments (by
value) |
|
|
|
Tracsis plc* |
1,443 |
7,013 |
(539) |
6.9% |
Cornelis Networks Inc |
2,102 |
4,276 |
2,220 |
4.2% |
Doneloans Limited |
3,631 |
4,170 |
(42) |
4.1% |
Carbice Corporation |
3,020 |
3,499 |
532 |
3.5% |
Ayar Labs, Inc |
1,280 |
3,482 |
888 |
3.5% |
Baron House Developments LLP |
2,695 |
3,169 |
(1,008) |
3.1% |
Downing Strategic Micro-Cap Investment Trust plc** |
5,699 |
3,125 |
(875) |
3.1% |
Hackajob Limited |
784 |
2,885 |
1,362 |
2.9% |
Trinny London Limited |
443 |
2,778 |
270 |
2.8% |
Anpario plc* |
1,448 |
2,536 |
(804) |
2.5% |
Virtual Class Limited |
1,164 |
2,489 |
578 |
2.5% |
Data Centre Response Limited |
557 |
2,362 |
575 |
2.3% |
Cadbury House Holdings Limited |
3,082 |
2,161 |
474 |
2.1% |
Maestro Media Limited |
1,320 |
2,096 |
617 |
2.1% |
StorageOS Inc |
3,795 |
2,026 |
(1,720) |
2.0% |
Rated People Limited |
1,382 |
1,917 |
22 |
1.9% |
Imagen Limited |
1,000 |
1,763 |
- |
1.7% |
CommerceIQ, Inc |
1,749 |
1,749 |
- |
1.7% |
Parsable Inc |
1,532 |
1,677 |
255 |
1.7% |
Glisser Limited |
1,887 |
1,533 |
(355) |
1.5% |
|
40,013 |
56,706 |
2,450 |
56.1% |
|
|
|
|
|
Other venture capital investments |
47,706 |
24,424 |
(5,960) |
24.1% |
|
|
|
|
|
|
87,719 |
81,130 |
(3,510) |
80.2% |
|
|
|
|
|
Cash at bank and in hand |
|
20,051 |
|
19.8% |
|
|
|
|
|
Total investments |
|
101,181 |
|
100% |
All venture capital investments are unquoted unless otherwise
stated.
* Quoted on
AIM **
Listed and traded
on the Main Market of the London Stock Exchange† The
valuation movement in the period includes unrealised foreign
exchange gains of £2,301,000.Summary of Investment Movements For
the six months ended 30 September 2022
Additions
|
£’000 |
Quoted growth investments |
|
Downing Strategic Micro-Cap Investment Trust plc |
502 |
|
502 |
Unquoted growth investments |
|
Commerce IQ, Inc |
1,749 |
StorageOS Inc |
825 |
Vivacity Labs Limited |
789 |
Glisser Limited |
587 |
FVRVS Limited* |
537 |
Maestro Media Limited |
320 |
FundingXchange Limited |
285 |
Upp Technologies Group Limited |
59 |
Channel Mum Limited |
20 |
|
5,171 |
Total additions |
5,673 |
* The addition related to FVRVS Limited includes a loan note to
equity conversion equal to £135,000.
Disposals
|
Cost |
Value
at31/03/22* |
Disposal proceeds |
(Loss)/gainagainstcost |
Realised gain in
period |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
Quoted growth investments |
|
|
|
|
|
MI Downing UK Micro-Cap Growth Fund |
2 |
2 |
2 |
- |
- |
|
2 |
2 |
2 |
- |
- |
|
|
|
|
|
|
Unquoted yield focused investments (including loan note
redemptions) |
Harrogate Street LLP |
1,400 |
2,778 |
2,750 |
1,350 |
(28) |
Rockhopper Renewables Limited |
738 |
156 |
- |
(738) |
(156) |
|
2,138 |
2,934 |
2,750 |
612 |
(184) |
|
|
|
|
|
|
Unquoted growth investments (including loan note redemptions) |
StreetHub Limited |
1,446 |
80 |
194 |
(1,252) |
114 |
Avid Technology Group Limited |
- |
- |
91 |
91 |
91 |
FVRVS Limited** |
125 |
125 |
125 |
- |
- |
E-fundamentals (Group) Limited |
1,508 |
3,846 |
3,607 |
2,099 |
(239) |
|
3,079 |
4,051 |
4,017 |
938 |
(34) |
|
|
|
|
|
|
|
5,219 |
6,987 |
6,769 |
1,550 |
(218) |
* adjusted for purchases in the period. ** conversion of loan
notes into further equity
Notes to the Unaudited Financial Statements
For the six months ended 30 September 2022
1. General
information Thames Ventures VCT 1 plc (“the Company”) is a
Venture Capital Trust established under the legislation introduced
in the Finance Act 1995 and is domiciled in the United Kingdom and
incorporated in England and Wales.
2. Basis of
accountingThe unaudited half-yearly financial results
cover the six months to 30 September 2022 and have been prepared in
accordance with the accounting policies set out in the statutory
accounts for the year ended 31 March 2022, which were prepared in
accordance with the Financial Reporting Standard 102 (“FRS102”) and
in accordance with the Statement of Recommended Practice “Financial
Statements of Investment Trust Companies” issued in November 2014
and updated in July 2022 (“SORP”).
3. The Company has only one
class of business and derives its income from investments made in
shares, securities and bank deposits.
4. The comparative figures were
in respect of the six months ended 30 September 2021 and the year
ended 31 March 2022 respectively.
5. Return per
share
Weighted averagenumber of shares in
issue |
|
Revenue return/(deficit) |
|
Capital(loss)/gain |
|
£’000 |
|
£’000 |
|
|
|
|
|
|
Period ended 30 September 2022 |
180,153,252 |
|
1,969 |
|
(3,925) |
|
|
|
|
|
|
Period ended 30 September 2021 |
176,390,695 |
|
(299) |
|
7,995 |
|
|
|
|
|
|
Year ended 31 March 2022 |
177,473,899 |
|
2,528 |
|
7,868 |
6. Dividends paid in
the period
|
Six months ended30 September
2022 |
Year ended31 March
2022 |
|
Revenue |
Capital |
Total |
|
Total |
|
Date paid |
£’000 |
£’000 |
£’000 |
|
£’000 |
|
|
|
|
|
|
|
2022 Final |
Aug 2022: 1.75p |
2,105 |
1,053 |
3,158 |
|
- |
2022 Interim |
Feb 2022: 1.25p |
- |
- |
- |
|
2,227 |
2021 Final |
Sept 2021: 1.25p |
- |
- |
- |
|
2,228 |
|
2,105 |
1,053 |
3,158 |
|
4,455 |
7. Basic and diluted
net asset value per share
|
Shares in issue |
|
Net assets |
|
NAV
pershare |
|
|
|
£’000 |
|
pence |
|
|
|
|
|
|
Period ended 30 September 2022 |
179,899,225 |
|
105,779 |
|
58.8 |
Period ended 30 September 2021 |
179,011,001 |
|
109,784 |
|
61.3 |
Year ended 31 March 2022 |
177,567,399 |
|
109,473 |
|
61.6 |
8. Called up share
capital
|
|
|
Shares in issue |
|
£’000 |
|
|
|
|
|
|
Period ended 30 September 2022 |
|
|
179,899,225 |
|
1,799 |
Period ended 30 September 2021 |
|
|
179,011,001 |
|
1,790 |
Year ended 31 March 2022 |
|
|
177,567,399 |
|
1,776 |
9. ReservesThe
Special reserve is available to the Company to enable the purchase
of its own shares in the market without affecting its ability to
pay dividends/capital distributions.
|
30
Sep2022 |
|
30 Sep
2021 |
|
31
Mar2022 |
|
£’000 |
|
£’000 |
|
£’000 |
|
|
|
|
|
|
Capital redemption reserve |
1,711 |
|
1,675 |
|
1,697 |
Share premium account |
81,236 |
|
78,561 |
|
79,035 |
Funds held in respect of shares not yet allotted |
16 |
|
30 |
|
78 |
Special reserve |
15,873 |
|
17,435 |
|
16,328 |
Revaluation reserve |
6,024 |
|
13,863 |
|
11,303 |
Revenue reserve |
(880) |
|
(3,570) |
|
(744) |
Total reserves |
103,980 |
|
107,994 |
|
107,697 |
Distributable reserves are calculated as
follows:
|
30
Sep2022 |
|
30 Sep
2021 |
|
31
Mar2022 |
|
£’000 |
|
£’000 |
|
£’000 |
|
|
|
|
|
|
Special reserve |
15,873 |
|
17,435 |
|
16,328 |
Revenue reserve |
(880) |
|
(3,570) |
|
(744) |
Unrealised (losses) (excluding unrealised unquoted gains) |
(11,434) |
|
(402) |
|
(4,200) |
|
3,559 |
|
13,463 |
|
11,384 |
10.
InvestmentsThe fair value of investments is
determined using the detailed accounting policy as shown in the
audited financial statements for the year ended 31 March 2022. The
Company has categorised its financial instruments using the fair
value hierarchy as follows:Level 1 Reflects financial instruments
quoted in an active market (quoted companies and fixed interest
bonds);Level 2 Reflects financial instruments that have prices that
are observable either directly or indirectly; andLevel 3 Reflects
financial instruments that use valuation techniques that are not
based on observable market data (investments in unquoted shares and
loan note investments).
|
Level 1 |
Level 2 |
Level 3 |
30 Sep
2022 |
|
Level 1 |
Level 2 |
Level 3 |
31 Mar 2022 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
£’000 |
£’000 |
£’000 |
£’000 |
Quoted on AIM |
17,395 |
- |
- |
17,395 |
|
21,409 |
- |
- |
21,409 |
Quoted on Aquis |
3 |
- |
- |
3 |
|
3 |
- |
- |
3 |
Quoted on main market |
4,623 |
- |
- |
4,623 |
|
5,270 |
- |
- |
5,270 |
Unquoted loan notes |
- |
- |
10,581 |
10,581 |
|
- |
- |
16,264 |
16,264 |
Unquoted equity |
- |
- |
48,528 |
48,528 |
|
- |
- |
43,008 |
43,008 |
|
22,021 |
- |
59,109 |
81,130 |
|
26,682 |
- |
59,272 |
85,954 |
11. The unaudited financial statements set out
herein do not constitute statutory accounts within the meaning of
Section 434 of the Companies Act 2006 and have not been delivered
to the Registrar of Companies. The figures for the year ended 31
March 2022 have been extracted from the financial statements for
that year, which have been delivered to the Registrar of Companies;
the Auditor’s report on those financial statements was
unqualified.
12. Going concernThe Directors
have reviewed the Company’s financial resources at the period end
and concluded that the Company is well placed to manage its
business risks.
The Directors confirm that they are satisfied that the Company
has adequate resources to continue to operate for the foreseeable
future. For this reason, the Directors believe that the Company
continues to be a going concern and that it is appropriate to apply
the going concern basis in preparing the financial statements.
13. Risks and
uncertaintiesUnder the Disclosure and Transparency Rules,
the Board is required, in the Company’s half-year results, to
report on principal risks and uncertainties facing the Company over
the remainder of the financial year. The lingering impact of the
coronavirus pandemic and the consequential behavioural changes
still creates uncertainty for some businesses but has not changed
the nature of these risks.
The Board has concluded that the key risks are:(i) compliance
risk of failure to maintain approval as a VCT; and(ii) investment
risk associated with investing in small and immature
businesses.
The Company’s compliance with the VCT regulations is continually
monitored by the Investment Adviser, who regularly reports to the
Board on the current position. The Company also retains Philip Hare
& Associates LLP to provide regular reviews and advice in this
area.
In order to make VCT qualifying investments, the Company has to
invest in small businesses which are often immature. The impact of
the coronavirus pandemic has been significant on some portfolio
companies and, in many cases, the VCT regulations restrict the
Company from making further investment into these businesses, so
the Investment Adviser seeks to provide whatever other support they
can to these businesses, including encouraging them to take
advantage of Government support that may be available. The Company
also has a limited period in which it must invest the majority of
its funds into VCT qualifying investments. The Investment Adviser
follows a rigorous process in vetting and careful structuring of
new investments, including taking a charge over the assets of the
business wherever possible and, after an investment is made,
closely monitoring the business.
Increasing inflation, particularly on wages and other costs has
developed into an emerging risk during the period. The Investment
Adviser’s close relationship with the investee companies allow it
to ensure that the businesses properly assess the potential impact
of increasing costs and the extent to which these may or may not be
able to be passed on to the end customer.
The Board is satisfied that these approaches provide
satisfactory management of the key risks.
14. The Directors confirm that, to the best of
their knowledge, the half yearly financial report has been prepared
in accordance with the “Statement: Half-Yearly Financial Reports”
issued by the UK Accounting Standards Board as well as in
accordance with FRS 104 Interim Financial Reporting and the
half-yearly financial report includes a fair review of the
information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being
an indication of important events that have occurred during the
first six months of the financial year 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 year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place during the first
six months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period, and any changes in the related party transactions
described in the last annual report that could do so.
15. Copies of the unaudited half-yearly
financial results will be sent to Shareholders shortly. Further
copies can be obtained from the Company’s Registered Office and
will be available for download from
www.foresightgroup.eu/products/thames-ventures-vct-1-plc
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