Albion Enterprise VCT PLC
LEI number: 213800OVSRDHRJBMO720
As required by the UK Listing Authority's Disclosure Guidance and Transparency Rules 4.1 and 6.3, Albion Enterprise VCT PLC today makes public its information relating to the Annual Report and Financial Statements for the year ended 31 March 2020.
This announcement was approved for release by the Board of Directors on 29 June 2020.
This announcement has not been audited.
The Annual Report and Financial Statements for the year ended 31 March 2020 (which have been audited), will shortly be sent to shareholders. Copies of the full Annual Report and Financial Statements will be shown via the Albion Capital Group LLP website by clicking www.albion.capital/funds/AAEV/31Mar2020.pdf. The information contained in the Annual Report and Financial Statements will include information as required by the Disclosure Guidance and Transparency Rules, including Rule 4.1.
Investment policy
Albion Enterprise VCT PLC (the “Company”) is a Venture Capital Trust and the investment objective of the Company is to provide investors with a regular source of income, combined with the prospect of longer term capital growth.
Investment policy
The Company will invest in a broad portfolio of higher growth businesses across a variety of sectors of the UK economy including higher risk technology companies. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of company.
VCT qualifying and non-VCT qualifying investments
Application of the investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue and Customs (“VCT regulations”). The maximum amount invested in any one company is limited to any HMRC annual investment limits. It is intended that normally at least 80 per cent. of the Company's funds will be invested in VCT qualifying investments. The VCT regulations also have an impact on the type of investments and qualifying sectors in which the Company can make investment.
Funds held prior to investing in VCT qualifying assets or for liquidity purposes will be held as cash on deposit, invested in floating rate notes or similar instruments with banks or other financial institutions with high credit ratings or invested in liquid open-ended equity funds providing income and capital equity exposure (where it is considered economic to do so). Investment in such open-ended equity funds will not exceed 10 per cent. of the Company’s assets at the time of investment.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors using a mixture of securities. The maximum amount which the Company will invest in a single company is 15 per cent. of the Company’s assets at cost, thus ensuring a spread of investment risk. The value of an individual investment may increase over time as a result of trading progress and it is possible that it may grow in value to a point where is represents a significantly higher proportion of total assets prior to a realisation opportunity being available.
Gearing
The Company's maximum exposure in relation to gearing is restricted to 10 per cent. of its adjusted share capital and reserves.
Financial calendar
| Record date for first dividend | 7 August 2020 |
| Payment date for first dividend | 28 August 2020 |
| Annual General Meeting | Noon on 3 September 2020 |
| Announcement of half-yearly results for the six months ending 30 September 2020 | November 2020 |
Financial summary
| (5.70)p | Total loss per share for the year ended 31 March 2020 |
| (4.43)% | Shareholder return for the year ended 31 March 2020 |
| 6.00p | Total tax-free dividend per share paid during the year ended 31 March 2020 |
| 106.54p | Net asset value per share as at 31 March 2020 |
| 157.39p | Total shareholder value to 31 March 2020 |
| 31 March 2020 (pence per share) | 31 March 2019 (pence per share) | |
| Opening net asset value | 117.76 | 109.46 |
| Capital return | (6.31) | 14.35 |
| Revenue return | 0.61 | (0.01) |
| Total return | (5.70) | 14.34 |
| Dividends paid | (6.00) | (6.00) |
| Impact from share capital movements | 0.48 | (0.04) |
| Net asset value | 106.54 | 117.76 |
Total shareholder value to 31 March 2020:
| (Pence per share) | |
| Total dividends paid during the year ended: 31 March 2008 | 0.70 |
| 31 March 2009 | 1.65 |
| 31 March 2010 | 2.00 |
| 31 March 2011 | 3.00 |
| 31 March 2012 | 3.00 |
| 31 March 2013 | 3.50 |
| 31 March 2014 | 5.00 |
| 31 March 2015 | 5.00 |
| 31 March 2016 | 5.00 |
| 31 March 2017 | 5.00 |
| 31 March 2018 | 5.00 |
| 31 March 2019 | 6.00 |
| 31 March 2020 | 6.00 |
| Total dividends paid to 31 March 2020 | 50.85 |
| Net asset value as at 31 March 2020 | 106.54 |
| Total shareholder value to 31 March 2020 | 157.39 |
In addition to the dividends summarised above, the Board has declared a first dividend for the year ending 31 March 2021, of 2.70 pence per Ordinary share to be paid on 28 August 2020 to shareholders on the register on 7 August 2020.
The details of the new dividend policy can be found in the Chairman’s statement below.
Notes
·The dividend of 0.70 pence per share paid during the period ended 31 March 2008 and the first dividend of 0.40 pence per share paid during the year ended 31 March 2009 were paid to shareholders who subscribed in the 2006/2007 offer only.
Chairman’s statement
Introduction
Shareholders will be acutely aware that we are in the midst of a health and economic crisis caused by the coronavirus (Covid-19) pandemic. The Board has undertaken a robust revaluation process to quantify the impact on the Company’s portfolio, but there is still much uncertainty resulting from the pandemic. Despite this, I am pleased to report some excellent outcomes from various exits during the year, which to some extent offset the effect of Covid-19 on our wider portfolio.
Results
On 31 March 2020 the net asset value was 106.54 pence per share compared to 117.76 pence per share on 31 March 2019. The total loss before taxation was £3.7 million compared to a gain of £8.2 million for the previous year. The Company paid dividends totalling 6.00 pence per share during the year ended 31 March 2020 (2019: 6.00 pence per share).
Further details can be found in the Strategic report below.
Investment performance and progress
We realised profits from the sale of a number of portfolio companies during the year with proceeds totalling £15.5 million (2019: £12.3 million). Following a reorganisation, our school, Radnor House (Twickenham), was sold generating proceeds of £4.5 million. The Company first invested in Radnor House Twickenham in 2010 and achieved a return of 3.75 times cost (including interest received). The sale of Process Systems Enterprise delivered a return of 10 times cost, and realised £4.2 million. Following the successful sale of Grapeshot last year this is the second time that the Company has sold a technology investment for a ten times multiple. We also sold our holding in the two Bravo Inns pub companies, delivering a return of 1.85 times cost (including interest received). Further details on realisations can be found in the table on page 25 of the full Annual Report and Financial Statements.
In the final quarter of the year there was a reduction in the value of our portfolio as a direct result of Covid-19. The results for the year showed net losses on investments of £2.9 million, against a gain of £10.4 million for the previous year.
We have been fortunate that the portfolio is well diversified, with weightings in sectors that are less badly affected by Covid-19 and that many companies in which we have invested are well suited to operating remotely. The companies most affected have been Sandcroft Avenue (trading as Hussle) and Mirada Medical, accounting for a devaluation of £2.1 million in the year. Our investment in the SVS Albion OLIM UK Equity Income Fund was also heavily impacted and decreased in value by £1.3 million during the year (a loss of £1.5 million during the final quarter), due to public markets falling sharply as investors reacted to the lockdown imposed as a consequence of the pandemic.
Notwithstanding the onset of the pandemic in the final quarter of the year, the Company continued to look for opportunities and more than £6.0 million was invested in new and existing companies. The Company has invested £3.4 million in eight new portfolio companies, all of which are expected to require further investment as the companies prove themselves and grow:
• £792,000 into Elliptic Enterprises, a provider of Anti Money Laundering services to digital asset institutions;
• £755,000 into Concirrus, a software provider bringing real-time behavioural data analytics to the marine and transport insurance industries;
• £696,000 into Cantab Research (trading as Speechmatics), a provider of low footprint automated speech recognition software which can be deployed in the cloud, on premise or on device across 29 languages;
• £378,000 into Credit Kudos, a challenger credit bureau helping lenders optimise and automate their affordability and risk assessments;
• £320,000 into Limitless Technology, a provider of a customer service platform powered by the crowd and machine learning technology;
• £256,000 into Clear Review, a provider of talent management software to mid market enterprises;
• £121,000 into Imandra, a provider of automated software testing and an enhanced learning experience for artificial neural networks; and
• £47,000 into Symetrica, a designer and manufacturer of radiation detection equipment.
Follow-on investments were made into 15 portfolio companies, of which the largest were: £607,000 into Proveca to support its development of further paediatric drugs, £268,000 into InCrowd Sports to support its growth, and £240,000 into Oviva, to support the expansion of its geographical footprint, as well as to further transition the company’s focus on digital diabetes therapeutics.
New management arrangements and reduction in expenses cap
As noted in the Half-yearly Financial Report, the Board has reviewed the management arrangements in place with the Manager, in order to provide further benefit to shareholders. The following changes were made and were effective from 1 October 2019:
1. A reduction in the management fee from 2.5% to 2.0% of net asset value;
2. Implementation of an administration fee of 0.2% of net asset value;
3. Increasing the hurdle, before which any performance incentive fee is payable, to the higher of (i) Retail Price Index plus 2% and (ii) the existing arrangement of Base Rate plus 2%; and
4. Reducing the total expenses cap from 3.0% to 2.5% of ongoing charges (before any incentive fee).
This was a collaborative exercise with the Manager, who has voluntarily agreed to a change in the contractual terms of the Investment Management Agreement set out above, for which the Board is appreciative. These new management arrangements have resulted in a saving to shareholders totalling £135,000 in the six months since 1 October 2019. Further details of these changes can be found in the Strategic report below.
New dividend policy
The Board is aware of the importance of dividends to shareholders and it remains its intention to continue to pay regular dividends, as far as liquidity permits. Given the uncertainty that the current pandemic has created and the volatile nature of investing in small unquoted growth businesses, the Board considers it appropriate to move to a variable dividend policy targeting an annual dividend yield of around 5%. Semi-annual dividends will be paid calculated as 2.5% of the most recently announced net asset value when the dividend is declared (in most cases this will be the net asset value announced in the Half-yearly Financial Report or in the Annual Report and Financial Statements). This has the advantage of avoiding unsustainably high dividends if the net asset value falls, whilst rewarding shareholders more immediately if the net asset value rises.
As a result, the Company will pay a first dividend for the financial year ending 31 March 2021 of 2.70 pence per share on 28 August 2020 to shareholders on the register on 7 August 2020.
Risks and uncertainties
The wide reaching implications arising from the Covid-19 crisis is the key risk facing the Company, including its impact on the UK and Global economies and recent turmoil in the quoted companies market. There are also the potential implications of the UK’s departure from the European Union which may adversely affect our underlying portfolio companies. The Manager is continually assessing the exposure to such risks for each portfolio company, and where possible appropriate actions are being implemented.
A detailed analysis of the other risks and uncertainties facing the business is shown in the Strategic report below.
Corporate broker and share buy-backs
The Board was pleased to announce on 17 June 2020 the appointment of Panmure Gordon (UK) Limited as corporate broker.
Given uncertainty on valuations caused by Covid-19 and its impact on financial markets, the Board agreed to suspend the Company’s buy back operation on 18 March 2020.
With the announcement of the Annual Report and Financial Statements for the year ended 31 March 2020, including the publication of the Company’s audited net asset value, the Board is pleased to announce the resumption of its share buy-back policy. This remains subject to the overall constraint that such purchases are in the Company’s interest, including the maintenance of sufficient resources for investment in existing and new portfolio companies and the continued payment of dividends to shareholders. However, the level of share buybacks until the announcement of the Company’s interim results, expected during November 2020 will be limited to £750,000.
It is the Board’s intention that such buy-backs should be at around a 5 per cent. discount to net asset value, in so far as market conditions and liquidity permit.
Albion VCTs Top Up Offers
Your Board, in conjunction with the boards of four of the other VCTs managed by Albion Capital Group LLP, launched a prospectus top up offer of new Ordinary shares on 22 October 2019. The Board was pleased to announce the Offer closed on 20 December 2019, at which time the Board elected to not exercise the over allotment facility, having raised £6 million.
The proceeds are being used to provide support to our existing portfolio companies during the current pandemic and to enable us to take advantage of new investment opportunities. Details on the share allotments during and after the financial year end can be found in notes 15 and 19 respectively.
Annual General Meeting
The Board has been considering the potential impact of the Covid-19 outbreak on the arrangements for our forthcoming Annual General Meeting (“AGM”). These arrangements will evolve and we will keep shareholders up to date with any changes on our Manager's website at www.albion.capital/funds/AAEV.
We are required by law to hold an AGM within six months of our financial year end and a lengthy postponement or adjournment is not possible in this case. Our AGM will therefore be held at noon on 3 September 2020, at the registered office being 1 Benjamin Street, London, EC1M 5QL.
Full details of the business to be conducted at the Annual General Meeting are given in the Notice of the Meeting on pages 69 to 74 of the full Annual Report and Financial Statements and in the Directors’ report on pages 34 and 35 of the full Annual Report and Financial Statements.
Based on the current government advice and social distancing guidelines, shareholders will not be allowed entry into the building where the AGM is held. The quorum for the meeting is two, therefore two Directors will attend in person to allow the continuation of this AGM. There will also be a representative of Albion Capital Group LLP as Company Secretary. Our Articles of Association do not currently allow hybrid or wholly virtual AGMs, however as outlined below a resolution is being proposed to allow this in the future.
In order to maintain shareholder engagement, the Board have decided to live stream the AGM, which will include a presentation from the Manager, the formal business of the AGM and the answering of some of the questions we receive from shareholders in advance of the Meeting. Registration details for the live stream will be available at www.albion.capital/funds/AAEV prior to the Meeting.
We always welcome questions from our shareholders at the AGM, but this year we request that shareholders submit their questions to the Board before the AGM. Shareholders can submit questions up until noon on 2 September 2020 in the following ways:
• By email: send your questions to AAEVchair@albion.capital
• By telephone: contact Shareholder relations on 020 7601 1850
Following the Meeting, a summary of responses will be published on the Managers website at www.albion.capital/funds/AAEV.
Shareholders’ views are important, and the Board encourages shareholders to vote on the resolutions using the proxy form enclosed with this Annual Report and Financial Statements, or electronically at www.investorcentre.co.uk/eproxy. The Board has carefully considered the business to be approved at the Annual General Meeting and recommends shareholders to vote in favour of all the resolutions being proposed.
Virtual and Hybrid Annual General Meetings
The Company’s Articles of Association do not currently allow for hybrid or virtual meetings. The Covid-19 pandemic, and the resulting social distancing rules, have brought to the Board’s attention the importance of the ability to continue to interact with shareholders during unprecedented times. A resolution will be proposed at the upcoming AGM to update the Articles of Association in order to allow the Company to have the flexibility to hold hybrid or virtual meetings in the future if required.
Electronic Communications
To ensure efficient Shareholder communication the Board is actively encouraging Shareholders who are currently receiving hard copy information to change their preferences to electronic communications. To encourage the change, for every Shareholder signing up to receive electronic communications, the Manager will donate £1 towards a Covid-19 supporting charity chosen by the Albion team.
There are many reasons why we think this is the right thing to do including less human contact, speed, reduced paper use and cost savings for the Company. All the information and documents relating to the Company can be found on the Company’s webpage on the Manager’s website at www.albion.capital/funds/AAEV.
We encourage shareholders to sign up to electronic communications by registering on the Computershare website at www.investorcentre.co.uk. Once registered, Shareholders are able to update their electronic communication details for all their Albion managed VCT’s, and can also update their address or bank details, as well as see their dividend payment history. Alternatively, please contact shareholder relations at info@albion.capital who will also be able to assist.
Fraud warning
We note over recent months an increase in the number of shareholders being contacted in connection with increasingly sophisticated but fraudulent financial scams. This is often by a phone call or an email which normally originates from outside of the UK, often claiming or appearing to come from a corporate finance firm and typically offering to buy your VCT shares at an inflated price. If you are contacted, we recommend that you do not respond with any personal information and say you are not interested.
The Manager maintains a page on their website in relation to fraud advice at www.albion.capital/investor-centre/fraud-advice. Details of how to sell shares through reputable channels can also be found here.
If you are in any doubt, we recommend that you seek financial advice before taking any action. You can also call shareholder relations on 020 7601 1850, or email info@albion.capital, if you wish to check whether any claims made are genuine.
Outlook and prospect
Until the full extent of the economic impact of Covid-19 is more certain, our priority will be to support our existing portfolio companies as they weather the storm but we will also be making selective new investments into businesses that are driving innovation in a rapidly changing world. Encouragingly, despite the inevitable economic destruction caused by the pandemic, a number of our companies continue to show strong growth. This means that whilst there are likely to be increased challenges to be faced by the companies within our portfolio, we remain confident that the Company has the potential to continue to deliver long term returns to shareholders.
Maxwell Packe
Chairman
29 June 2020
Strategic report
Investment policy
The Company will invest in a broad portfolio of higher growth businesses across a variety of sectors of the UK economy including higher risk technology companies. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of company.
The full investment policy can be found above.
Current portfolio sector allocation
The pie charts at the end of this announcement show the split of the portfolio valuation as at 31 March 2020 by: sector; stage of investment; and number of employees. This is a useful way of assessing how the Company and its portfolio is diversified across sector, investee companies maturity measured by revenues and their size measured by the number of people employed. Details of the principal investments made by the Company are shown in the Portfolio of investments on pages 23 and 24 of the full Annual Report and Financial Statements.
Direction of portfolio
During the year the Company sold a number of its asset-based businesses, which has resulted in its cash and net current assets increasing to 34% of the portfolio at 31 March 2020 (2019: 12%). In line with the Company’s investment policy, these funds will be invested predominately into higher growth technology companies. This is reflected in the pie chart above, where IT and other technology and healthcare sectors together contribute to 48% of the portfolio and we expect to see these areas increase as a proportion of the portfolio over the coming years. The substantial cash balance of the Company will allow it to give support to our portfolio companies who require it as well as be able to capitalise on any new investment opportunities that may arise.
Results and dividend policy
| £'000 | |
| Net revenue return for the year ended 31 March 2020 | 398 |
| Net capital loss for the year ended 31 March 2020 | (4,073) |
| Total loss for the year ended 31 March 2020 | (3,675) |
| Dividend of 3.00 pence per share paid on 30 August 2019 | (1,911) |
| Dividend of 3.00 pence per share paid on 28 February 2020 | (2,045) |
| Transferred from reserves | (7,631) |
| Net assets as at 31 March 2020 | 72,553 |
| Net asset value as at 31 March 2020 (pence per share) | 106.54 |
The Company paid dividends totaling 6.00 pence per share during the year ended 31 March 2020 (2019: 6.00 pence per share). The Board has declared a first dividend for the year ending 31 March 2021, of 2.70 pence per Ordinary share to be paid on 28 August 2020 to shareholders on the register on 7 August 2020. The details of the new dividend policy can be found in the Chairman’s statement above.
As shown in the Company’s Income statement below, the total loss for the year was 5.70 pence per share (2019: return of 14.34 pence per share). Investment income increased to £1,157,000 (2019: £992,000) mainly due to the catch-up interest payment of the G.Network loan stock, and distributions from the SVS Albion OLIM UK Equity Income Fund.
The capital loss on investments for the year of £2,884,000 (2019: gain of £10,408,000), was mainly attributable to the impact on the Company’s investment portfolio as a result of the coronavirus pandemic. There were some excellent exits in the year, including a ten times return on the sale of PSE, delivering a £2.7 million gain in the year, and the sale of our final two pub investments generating gains of £472,000 in the year. However, due to the impact of coronavirus, a number of our portfolio companies have experienced a devaluation, the significant write-downs being Sandcroft Avenue (trading as Hussle), Mirada Medical, Zift Channel Solutions and DySIS Medical. Together these account for £3.7 million of losses, which offset the gains listed above. A full analysis of the Portfolio of investments can be seen on pages 23 and 24 of the full Annual Report and Financial Statements.
The Balance sheet below shows that the net asset value has decreased over the year to 106.54 pence per share (2019: 117.76 pence per share). This decrease in net asset value is mostly attributable to the total loss of 5.70 pence per share coupled with the payment of 6.00 pence per share of dividends.
There was a net cash inflow for the Company of £17,069,000 for the year (2019: net outflow of £5,319,000), from both the disposal of fixed asset investments detailed above and the issue of Ordinary shares under the Albion VCTs Top Up Offers, offset by the investment in current and fixed asset investments, dividends paid, operating activities and the buy-back of shares.
Review of business and future changes
A detailed review of the Company’s business during the year is contained in the Chairman’s statement above. Total losses on investments for the year were £2.9 million (2019: gain of £10.4 million).
There is a continuing focus on growing the technology and healthcare sectors as well as strong exits this year from our final two pub investments, and one of our schools. This has resulted in a decrease of asset-based investment as a percentage of the portfolio. As a consequence, we expect our investment income to reduce in future years, as most of our loan stock interest is received from the asset-based portion of the portfolio, and the returns for the Company to be delivered from capital rather than revenue.
Details of significant events which have occurred since the end of the financial year are listed in note 19. Details of transactions with the Manager are shown in note 5.
Future prospects
The world is currently navigating a global pandemic, which will likely leave no company unaffected. The Board believes that the Company’s portfolio is well balanced, and with a significant proportion in cash and net current assets (34% of the net asset value) the Board believes the Company has the potential to both support the portfolio companies, as well as deliver long term results to shareholders.
Key performance indicators (“KPIs”) and Alternative Performance Measures (“APMs”)
The Directors believe that the following KPIs and APMs, which are typical for venture capital trusts, used in its own assessment of the Company, will provide shareholders with sufficient information to assess how effectively the Company is applying its investment policy to meet its objectives. The Directors are satisfied that the results shown in the following KPIs and APMs give a good indication that the Company is achieving its investment objective and policy. These are:
1. Total shareholder value relative to FTSE All Share Index total return
The graph on page 4 of the full Annual Report and Financial Statements shows the Company’s total shareholder value relative to the FTSE All-Share Index total return, with dividends reinvested. Details on the performance of the net asset value and return per share for the year are shown in the Chairman’s statement.
2. Net asset value per share and total shareholder value
Total shareholder value is net asset value per share plus cumulative dividends paid since launch.
Total shareholder value decreased by 5.22 pence per share to 157.39 pence per share for the year ended 31 March 2020 (loss of 4.4% on opening net asset value).
3. Shareholder return in the year†
| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
| 2.1% | 0.9% | 13.5% | 9.7% | 4.5% | 5.4% | 10.8% | 12.4% | 13.1% | (4.4)% |
Source: Albion Capital Group LLP
†Methodology: Shareholder return is calculated by the movement in total shareholder value for the year divided by the opening net asset value.
4. Dividend distributions
Dividends paid in respect of the year ended 31 March 2020 were 6.00 pence per share (2019: 6.00 pence per share), a yield of 5.1% on opening net asset value. The cumulative dividend paid since inception is 50.85 pence per share.
5. Ongoing charges
The ongoing charges ratio for the year ended 31 March 2020 was 2.7% (2019: 2.9%). From 1 April 2019 to 30 September 2019, the ongoing charges cap was 3.0%. From 1 October 2019, the ongoing charges cap was reduced to 2.5%, which has resulted in a saving of £24,000 to shareholders during this period. The ongoing charges ratio has been calculated using The Association of Investment Companies’ (AIC) recommended methodology. This figure shows shareholders the total recurring annual running expenses (including investment management fees charged to capital reserve) as a percentage of the average net assets attributable to shareholders.
6. VCT regulation*
The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HMRC. In order to maintain its status under Venture Capital Trust legislation, a VCT must comply on a continuing basis with the provisions of Section 274 of the Income Tax Act 2007, details of which are provided in the Directors’ report on pages 32 and 33 of the full Annual Report and Financial Statements.
The relevant tests to measure compliance have been carried out and independently reviewed for the year ended 31 March 2020. These showed that the Company has complied with all tests and continues to do so.
*VCT compliance is not a numerical measure of performance and thus cannot be defined as an APM.
Gearing
As defined by the Articles of Association, the Company’s maximum exposure in relation to gearing is restricted to 10 per cent. of its adjusted share capital and reserves. The Directors do not currently have any intention to utilise gearing for the Company.
Operational arrangements
The Company has delegated the investment management of the portfolio to Albion Capital Group LLP, which is authorised and regulated by the Financial Conduct Authority. Albion Capital Group LLP also provides company secretarial and other accounting and administrative support to the Company.
Management agreement
As announced in the Half-yearly Financial Report, the Board has reviewed the management arrangements in place with Albion Capital Group LLP, the Manager, with a view to provide further benefit to shareholders. These arrangements took effect from 1 October 2019.
Under the Management agreement, the Manager provides investment management, secretarial and administrative services to the Company. The Management agreement can be terminated by either party on 12 months’ notice. The Management agreement is subject to earlier termination in the event of certain breaches or on the insolvency of either party. These details have remained unchanged.
For the period to 30 September 2019, the Manager was paid an annual fee equal to 2.5% of the net asset value of the Company, payable quarterly in arrears. Total annual expenses, including the management fee, were limited to 3.0% of the net asset value. From 1 October 2019, the Manager reduced the annual fee to 2% of the net asset value of the Company, and implemented an administration fee of 0.2% of net asset value. The total annual expenses, including the management fee and administration fee, were limited to 2.5% of the net asset value.
Additionally, Albion Capital reduces the proportion of its management fee relating to the investment in the SVS Albion OLIM UK Equity Income Fund (“OUEIF”) by 0.75%, which represents the OUEIF management fee charged by OLIM to avoid any double charging for the investment exposure.
The Manager is also entitled to an arrangement fee, payable by each portfolio company, of approximately 2% on each investment made and also monitoring fees where the Manager has a representative on the portfolio company’s board.
Further details on the management fee can be found in note 5.
Management performance incentive fee
In order to provide the Manager with an incentive to maximise the return to investors, the Company has entered into a Management performance incentive arrangement with the Manager. Under the incentive arrangement, the Company will pay an incentive fee to the Manager of an amount equal to 20% of such excess return that is calculated for each financial year.
In addition to the management arrangements discussed above, the performance incentive fee has also been revised from 1 October 2019.
From 1 April 2019 to 30 September 2019, the minimum target level (“hurdle”), comprising dividends and net asset value, was equivalent to an annualised rate of return of the average base rate of the Royal Bank of Scotland plc plus 2% per annum on the original subscription price of £1. Any shortfall of the target return will be carried forward into subsequent periods and the incentive fee will only be paid once all previous and current target returns have been met. From 1 October 2019, the hurdle has been increased, to the higher of (i) an annualised rate of return of the average retail price index (“RPI”) plus 2% per annum and (ii) the existing arrangement in place as discussed above.
For the year ended 31 March 2020, the total return of the Company since launch (the performance incentive fee start date) amounted to 157.39 pence per share, compared to the higher hurdle of 165.32 pence per share. As a result, no performance incentive fee is payable to the Manager (2019: £1,332,000).
Evaluation of the Manager
The Board has evaluated the performance of the Manager based on the returns generated by the Company, the continuing achievement of the 70 per cent. (80 per cent. from 1 April 2020 for the Company) qualifying holdings investment requirement for venture capital trust status, the long term prospects of the current portfolio of investments, a review of the Management agreement and the services provided therein, and benchmarking the performance of the Manager to other service providers including the performance of other VCTs that the Manager is responsible for managing.
The Board believes that it is in the interests of shareholders as a whole, and of the Company, to continue the appointment of the Manager for the forthcoming year.
Alternative Investment Fund Managers Directive (“AIFMD”)
The Board appointed Albion Capital Group LLP as the Company’s AIFM in June 2014 as required by the AIFMD. The Manager is a full-scope Alternative Investment Fund Manager under the AIFMD. Ocorian (UK) Limited is the appointed Depositary and oversees the custody and cash arrangements and provide other AIFMD duties with respect to the Company.
Companies Act 2006 Section 172 Reporting
Under Section 172 of the Companies Act 2006, the Board has a duty to promote the success of the Company for the benefit of its members as a whole, having regard to the interests of other stakeholders in the Company, such as suppliers, and to do so with an understanding of the impact on the community and environment and with high standards of business conduct, which includes acting fairly between members of the Company.
The Board is very conscious of these wider responsibilities in the ways it promotes the Company’s culture and ensures, as part of its regular oversight, that the integrity of the Company’s affairs is foremost in the way the activities are managed and promoted. This includes regular engagement with the wider stakeholders of the Company and being alert to issues that might damage the Company’s standing in the way that it operates. The Board works very closely with the Manager in reviewing how stakeholder issues are handled, ensuring good governance and responsibility in managing the Company’s affairs, as well as visibility and openness in how the affairs are conducted.
The Board considers its significant stakeholder groups to be its Shareholders; suppliers, including direct agents of the Company such as the Manager to whom most executive functions are delegated; its portfolio companies; the community and the environment in the way that investments are made and managed.
The Company’s Shareholders are key to the success of the Company. The Board seeks to create value for Shareholders by generating strong and sustainable returns to provide shareholders with regular dividends and the prospect of capital growth. During the year, the Board has approved a new dividend policy, further details of which can be found in the Chairman’s statement above.
The Board temporarily suspended buybacks on 18 March 2020 due to the increasing uncertainty of the net asset value at the time. As outlined in the Chairman’s statement above, the buybacks will be resumed on the announcement of this Annual Report and Financial Statements. The buyback policy is an important means of providing market liquidity for Shareholders.
Shareholders’ views are important and the Board encourages Shareholders to vote on the resolutions at the Annual General Meeting (“AGM”). The Company’s AGM is typically used as an opportunity to communicate with investors, including through a presentation made by the investment management team. However, due to the impact of the coronavirus outbreak, special circumstances are required for this year’s AGM and further details are in the Chairman’s statement above. Details of the location and time of the AGM can be found in the Directors’ report on page 34 of the full Annual Report and Financial Statements.
Shareholders are also encouraged to attend the annual Shareholders’ Seminar, which the Manager is hoping to hold (public health advice permitting). The seminar includes some of the portfolio companies sharing insights into their businesses and also presentations from Albion executives on some of the key factors affecting the investment outlook, as well as a review of the past year and the plans for the year ahead. Details of the seminar event are placed on the Manager’s website. Representatives of the Board attend the seminar.
The Company is an externally managed investment company with no employees, and as such has nothing to report in relation to employee engagement but does keep close attention to how the Board operates as a cohesive and competent unit. The Company also has no customers in the traditional sense and, therefore, there is also nothing to report in relation to relationships with customers.
The Company’s suppliers are fundamental to the operations of the Company, particularly Albion Capital Group LLP as the Manager, given that day-to-day management responsibilities are sub-contracted to the Manager. Details of the Manager’s and Board’s responsibilities can be found in the Statement of corporate governance on pages 37 to 41 of the full Annual Report and Financial Statements.
The contractual arrangements with all the principal suppliers to the Company are reviewed regularly and formally once a year, alongside the performance of the suppliers in acquitting their responsibilities. The performance of the Manager in managing the portfolio and in providing company secretarial, administration and accounting services is reviewed in detail each year, which includes reviewing comparator engagement terms and portfolio performance. During the year, the contractual agreements were updated, which has resulted in further benefits to shareholders. Further details of the new arrangements can be found in this report above. Further details on the evaluation of the Manager, and the decision to continue the appointment of the Manager for the forthcoming year, can be found in this report above.
The portfolio companies are considered key stakeholders, not least because they are principal drivers of value for the Company. However, as discussed in the Environmental, Social and Governance (“ESG”) section below, the portfolio companies’ impact on their stakeholders is also important to the Company. In most cases, an Albion executive has a place on the board of a portfolio company, in order to help with both business operation decisions, as well as good ESG practice.
The Board receives reports on ESG factors within its portfolio from the Manager as it is a signatory of the UN Principles for Responsible Investment. Further details of this are set out below. ESG, without its specific definition, has always been at the heart of the responsible investing that the Company engages in and in how the Company conducts itself with all of its stakeholders.
The Board, although non-executive, is fully engaged in both oversight and the general strategic direction of the Company. During the year the Board’s main strategic discussions focussed around cash management and deployment of cash for future investments, dividends and share buybacks, resulting in the decision to participate in the Albion VCTs Top Up Offers 2019/20. Time was also spent in ensuring the Board met Corporate Governance requirements which continue to evolve, including the introduction of the new AIC Code last year.
Environmental, Social, and Governance (“ESG”)
The Manager became a signatory of the UN Principles for Responsible Investment (“UN PRI”) on 14 May 2019. The UN PRI is the world’s leading proponent of responsible investment, working to understand the investment implications of ESG factors and to support its international network of investor signatories in incorporating these factors into their investment and ownership decisions.
The Manager made its first trial submission in 2020 against this framework and will make the first full submission in 2021. The trial process in 2020 will identify initial gaps in information being collected and areas that require action. This annual process will inform fuller ESG disclosure by 2021 and create a regular audit function to ensure continual improvement.
To ensure that the principles are starting to be translated into both the investment and portfolio management processes, since June 2019 all quarterly valuations and investment papers include a section covering relevant aspects of ESG for each investment. In addition, all fund level reports also include ESG sections and ESG will be included as a standing item on the agendas of all investment committees and the Manager’s internal board meetings, and any findings are discussed at fund board meetings (VCTs and LP funds). Reporting is intentionally light in the first instance, partly due to the stage and nature of investments and to encourage widespread adoption. The level of reporting is expected to build over time as the range of factors to consider increases and as our compliance with the UN PRI guidelines becomes apparent.
The Board and Manager have exercised conscious principles in making responsible investments throughout the life of the Company, not least in providing finance for nascent companies in a variety of important sectors such as technology, healthcare and renewable energy. In making the investments, the Manager is directly involved in the oversight and governance of these investments, including ensuring standards of reporting and visibility on business practices, all of which is reported to the Board of the Company. By its nature, not least in making qualifying investments which fulfil the criteria set by HMRC, the Company has focused on sustainable and longer-term investment propositions, some of which will fail in the nature of small companies, but some of which will grow and serve important societal demands. The quality of the investment portfolio goes beyond the individual valuations and examines the prospects of each of the portfolio companies, as well as the sectors in which they operate – all requiring a longer-term view.
The Company adheres to the principles of the AIC Code of Corporate Governance and is also aware of other governance and other corporate conduct guidance which it meets as far as practical including in the constitution of a diversified and independent board capable of providing constructive challenge.
Social and community issues, employees and human rights
The Board recognises the requirement under section 414C of the Act to detail information about social and community issues, employees and human rights; including any policies it has in relation to these matters and effectiveness of these policies. As an externally managed investment company with no employees, the Company has no formal policies in these matters and as such these requirements do not apply.
Further policies
The Company has adopted a number of further policies relating to:
- Environment
- Global greenhouse gas emissions
- Anti-bribery
- Anti-facilitation of tax evasion
- Diversity
and these are set out in the Directors’ report on page 33 of the full Annual Report and Financial Statements.
General Data Protection Regulation
The General Data Protection Regulation came into effect on 25 May 2018 with the objective of unifying data privacy requirements across the European Union. The Manager continues to take action to ensure that the Manager and the Company are compliant with the regulation.
Risk management
The Board carries out a regular review of the risk environment in which the Company operates, changes to the environment and individual risks. The Board also identifies emerging risks which might impact on the Company. In the period the most noticeable emerging risk has been the global pandemic which has impacted on not only public health and mobility but also has had an adverse impact on global traded markets, the impact of which, by its nature, is likely to be uncertain for some time.
The Directors have carried out a robust assessment of the Company’s principal risks and uncertainties, and explain how they are being mitigated as follows:
| Risk | Possible consequence | Risk management |
| Investment, performance and valuation risk | The risk of investment in poor quality businesses, which could reduce the capital and income returns to shareholders and could negatively impact on the Company’s current and future valuations. By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more volatile than larger, long established businesses. Investments in open-ended equity funds result in exposure to market risk through movements in price per unit. The Company’s investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported. | To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its track record over many years of making successful investments in this segment of the market. In addition, the Manager operates a formal and structured investment appraisal and review process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one external investment professional. The Manager also invites and takes account of comments from non-executive Directors of the Company on matters discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards), including the level of diversification in the portfolio, and the Board receives detailed reports on each investment as part of the Manager’s report at quarterly board meetings. The Board and Manager regularly reviews the deployment of cash resources into equity markets, the extent of exposure and performance of the exposure. The unquoted investments held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines updated in 2018. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. The valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. |
| VCT approval risk | The Company must comply with section 274 of the Income Tax Act 2007 which enables its investors to take advantage of tax relief on their investment and on future returns. Breach of any of the rules enabling the Company to hold VCT status could result in the loss of that status. | To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed Philip Hare & Associates LLP as its taxation adviser, who report quarterly to the Board to independently confirm compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a new portfolio company is also pre-cleared with our professional advisers or H.M. Revenue & Customs. The Company monitors closely the extent of qualifying holdings and addresses this as required. |
| Regulatory and compliance risk | The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company’s shares, or other penalties under the Companies Act or from financial reporting oversight bodies. | Board members and the Manager have experience of operating at senior levels within or advising quoted companies. In addition, the Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies. The Company is subject to compliance checks through the Manager’s compliance officer, and any issues arising from compliance or regulation are reported to its own Board on a monthly basis. These controls are also reviewed as part of the quarterly Board meetings, and also as part of the review work undertaken by the Manager’s compliance officer. The report on controls is also evaluated by the internal auditors. |
| Operational and internal control risk | The Company relies on a number of third parties, in particular the Manager, for the provision of investment management and administrative functions. Failures in key systems and controls within the Manager’s business could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders. | The Company and its operations are subject to a series of rigorous internal controls and review procedures exercised throughout the year, and receives reports from the Manager on internal controls and risk management, including on matters relating to cyber security. The Audit Committee reviews the Internal Audit Reports prepared by the Manager’s internal auditors, PKF Littlejohn LLP and has access to the internal audit partner of PKF Littlejohn LLP to provide an opportunity to ask specific detailed questions in order to satisfy itself that the Manager has strong systems and controls in place including those in relation to business continuity and cyber security. From 1 October 2018, Ocorian (UK) Limited was appointed as Depositary to oversee the custody and cash arrangements and provide other AIFMD duties. The Board reviews the quarterly reports prepared by Ocorian (UK) Limited to ensure that Albion Capital is adhering to its policies and procedures as required by the AIFMD. In addition, the Board regularly reviews the performance of its key service providers, particularly the Manager, to ensure they continue to have the necessary expertise and resources to deliver the Company’s investment objective and policy. The Manager and other service providers have also demonstrated to the Board that there is no undue reliance placed upon any one individual. |
| Economic, political and social risk | Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and other factors could substantially and adversely affect the Company’s prospects in a number of ways. This also includes risks of social upheaval, including from infection and population re-distribution, as well as economic risk challenges as a result of healthcare pandemics/infection. The current risk to the Company, and the wider population and economy, is the coronavirus (Covid-19) pandemic. | The Company invests in a diversified portfolio of companies across a number of industry sectors and in addition often invests a mixture of instruments in portfolio companies and has a policy of minimising any external bank borrowings within portfolio companies. At any given time, the Company has sufficient cash resources to meet its operating requirements, including share buy-backs and follow on investments. In common with most commercial operations, exogenous risks over which the Company has no control are always a risk and the Company does what it can to address these risks where possible, not least as the nature of the investments the Company makes are long term. With regards to coronavirus (Covid-19), the Manager is having ongoing discussions with all portfolio companies, in order to ascertain where support is most needed. Cash comprises a significant proportion of net assets, following a strong year of exits and the most recent Top Up, which can be used in part to help mitigate any immediate cashflow problems for these portfolio companies. The portfolio is structured as an all-weather portfolio with c.50 companies which are diversified as discussed above. Exposure is small to at-risk sectors that include leisure, hospitality, retail and travel. |
| Market value of Ordinary shares | The market value of Ordinary shares can fluctuate. The market value of an Ordinary share, as well as being affected by its net asset value and prospective net asset value, also takes into account its dividend yield and prevailing interest rates. As such, the market value of an Ordinary share may vary considerably from its underlying net asset value. The market prices of shares in quoted investment companies can, therefore, be at a discount or premium to the net asset value at different times, depending on supply and demand, market conditions, general investor sentiment and other factors. Accordingly, the market price of the Ordinary shares may not fully reflect their underlying net asset value. | The Company operates a share buy-back policy, which is designed to limit the discount at which the Ordinary shares trade to around 5 per cent to net asset value, by providing a purchaser through the Company in absence of market purchasers. From time to time buy-backs cannot be applied, for example when the Company is subject to a close period, or if it were to exhaust any buy-back authorities. New Ordinary shares are issued at sufficient premium to net asset value to cover the costs of issue and to avoid asset value dilution to existing investors. |
| Reputational risk | The Company relies on the judgement and reputation of the Manager which is itself subject to the risk of loss. | The Board regularly questions the Manager on its ethics, procedures, safeguards and investment philosophy, which should consequently result in the risk to reputation being minimised. |
Viability statement
In accordance with the FRC UK Corporate Governance Code published in 2018 and principle 36 of the AIC Code of Corporate Governance, the Directors have assessed the prospects of the Company over three years to 31 March 2023. The Directors believe that three years is a reasonable period in which they can assess the future of the Company to continue to operate and meet its liabilities as they fall due and is also the period used by the Board in the strategic planning process and is considered reasonable for a business of our nature and size. The three year period is considered the most appropriate given the forecasts that the Board require from the Manager and the estimated timelines for finding, assessing and completing investments. The three year period also takes account of the potential impact of new regulations, should they be imposed, and how they may impact the Company over the longer term, and the availability of cash, but cannot fully take into account the exogenous risks that are impacting on global economies at the date of these accounts.
The Directors have carried out a robust assessment of the emerging and principal risks facing the Company as explained above, including those that could threaten its business model, future performance, solvency or liquidity. The Board also considered the procedures in place to identify emerging risks and the risk management processes in place to avoid or reduce the impact of the underlying risks. The Board focused on the major factors which affect the economic, regulatory and political environment. The Board have deliberated at length the potential impact of the coronavirus pandemic on the Company. They have thoroughly examined cashflows with stressed assumptions, and also deliberated over the importance of the Manager and the processes that they have in place for dealing with the principal risks.
The Board assessed the ability of the Company to raise finance and deploy capital, as well as the existing cash resources of the Company. The portfolio is well balanced and geared towards long term growth, delivering dividends and capital growth to shareholders. In assessing the prospects of the Company, the Directors have considered the cash flow by looking at the Company’s income and expenditure projections and funding pipeline over the assessment period of three years and they appear realistic.
Taking into account the processes for mitigating risks, monitoring costs, share price discount, the Manager’s compliance with the investment objective, policies and business model and the balance of the portfolio, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three year period to 31 March 2023.
This Strategic report of the Company for the year ended 31 March 2020 has been prepared in accordance with the requirements of section 414A of the Companies Act 2006 (the “Act”). The purpose of this report is to provide shareholders with sufficient information to enable them to assess the extent to which the Directors have performed their duty to promote the success of the Company in accordance with section 172 of the Act.
For and on behalf of the Board
Maxwell Packe
Chairman
29 June 2020
Responsibility Statement
In preparing these financial statements for the year ended 31 March 2020, the Directors of the Company, being Maxwell Packe, Lord St John of Bletso, The Dowager Lady Balfour of Burleigh, Christopher Burrows and Patrick Reeve, confirm that to the best of their knowledge:
- summary financial information contained in this announcement and the full Annual Report and Financial Statements for the year ended 31 March 2020 for the Company has been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards and applicable law) and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
- the Chairman's statement and Strategic report include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties it faces.
We consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced, and understandable and provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy.
A detailed "Statement of Directors' responsibilities” is contained on page 36 within the full audited Annual Report and Financial Statements.
On behalf of the Board,
Maxwell Packe
Chairman
29 June 2020
Income statement
| Note | Year ended 31 March 2020 | Year ended 31 March 2019 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | ||
| (Losses)/gains on investments | 3 | - | (2,884) | (2,884) | - | 10,408 | 10,408 |
| Investment income | 4 | 1,157 | - | 1,157 | 992 | - | 992 |
| Investment management fee | 5 | (396) | (1,189) | (1,585) | (398) | (1,195) | (1,593) |
| Performance incentive fee | 5 | - | - | - | (333) | (999) | (1,332) |
| Other expenses | 6 | (363) | - | (363) | (263) | - | (263) |
| Return/(loss) on ordinary activities before taxation | 398 | (4,073) | (3,675) | (2) | 8,214 | 8,212 | |
| Tax on ordinary activities | 8 | - | - | - | - | - | - |
| Return/(loss) and total comprehensive income attributable to shareholders | 398 | (4,073) | (3,675) | (2) | 8,214 | 8,212 | |
| Basic and diluted return/(loss) per share (pence)* | 10 | 0.61 | (6.31) | (5.70) | (0.01) | 14.35 | 14.34 |
* adjusted for treasury shares
The accompanying notes below form an integral part of these Financial Statements.
The total column of this Income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies’ Statement of Recommended Practice.
Balance sheet
| Note | 31 March 2020 £’000 | 31 March 2019 £’000 | |
| Fixed asset investments | 11 | 47,859 | 59,146 |
| Current assets | |||
| Current asset investments | 13 | 3,501 | 3,642 |
| Trade and other receivables less than one year | 13 | 182 | 1,974 |
| Cash and cash equivalents | 21,510 | 4,441 | |
| 25,193 | 10,057 | ||
| Total assets | 73,052 | 69,203 | |
| Payables: amounts falling due within one year | |||
| Trade and other payables less than one year | 14 | (499) | (1,815) |
| Total assets less current liabilities | 72,553 | 67,388 | |
| Equity attributable to equity holders | |||
| Called up share capital | 15 | 770 | 650 |
| Share premium | 44,183 | 30,255 | |
| Capital redemption reserve | 104 | 104 | |
| Unrealised capital reserve | 8,636 | 18,672 | |
| Realised capital reserve | 14,052 | 8,089 | |
| Other distributable reserve | 4,808 | 9,618 | |
| Total equity shareholders’ funds | 72,553 | 67,388 | |
| Basic and diluted net asset value per share (pence) * | 16 | 106.54 | 117.76 |
* excluding treasury shares
The accompanying notes below form an integral part of these Financial Statements.
These Financial Statements were approved by the Board of Directors, and were authorised for issue on 29 June 2020 and were signed on its behalf by
Maxwell Packe
Chairman
Company number: 05990732
Statement of changes in equity
| Called up share capital £’000 | Share premium £’000 | Capital redemption reserve £’000 | Unrealised capital reserve £’000 | Realised capital reserve* £’000 | Other distributable reserve* £’000 | Total £’000 | |
| As at 1 April 2019 | 650 | 30,255 | 104 | 18,672 | 8,089 | 9,618 | 67,388 |
| Return/(loss) and total comprehensive income for the year | - | - | - | (5,996) | 1,923 | 398 | (3,675) |
| Transfer of previously unrealised gains on disposal of investments | - | - | - | (4,040) | 4,040 | - | - |
| Issue of equity | 120 | 14,270 | - | - | - | - | 14,390 |
| Cost of issue of equity | - | (342) | - | - | - | - | (342) |
| Purchase of own shares for treasury | - | - | - | - | - | (1,252) | (1,252) |
| Dividends paid | - | - | - | - | - | (3,956) | (3,956) |
| As at 31 March 2020 | 770 | 44,183 | 104 | 8,636 | 14,052 | 4,808 | 72,553 |
| As at 1 April 2018 | 638 | 28,945 | 104 | 17,657 | 890 | 13,637 | 61,871 |
| Return/(loss) and total comprehensive income for the year | - | - | - | 9,835 | (1,621) | (2) | 8,212 |
| Transfer of previously unrealised gains on disposal of investments | - | - | - | (8,820) | 8,820 | - | - |
| Issue of equity | 12 | 1,333 | - | - | - | - | 1,345 |
| Cost of issue of equity | - | (23) | - | - | - | - | (23) |
| Purchase of own shares for treasury | - | - | - | - | - | (585) | (585) |
| Dividends paid | - | - | - | - | - | (3,432) | (3,432) |
| As at 31 March 2019 | 650 | 30,255 | 104 | 18,672 | 8,089 | 9,618 | 67,388 |
* These reserves amount to £18,860,000 (2019: £17,707,000) which is considered distributable.
Statement of cash flows
| Year ended 31 March 2020 £’000 | Year ended 31 March 2019 £’000 | |
| Cash flow from operating activities | ||
| Investment income received | 1,001 | 773 |
| Dividend income received | 310 | 170 |
| Deposit interest received | 71 | 38 |
| Investment management fee paid | (1,648) | (1,568) |
| Performance incentive fee paid | (1,332) | (1,100) |
| Other cash payments | (307) | (261) |
| Net cash flow from operating activities | (1,905) | (1,948) |
| Cash flow from investing activities | ||
| Purchase of current asset investments | (1,194) | (2,600) |
| Purchase of fixed asset investments | (5,340) | (6,824) |
| Disposal of fixed asset investments | 16,656 | 8,748 |
| Net cash flow from investing activities | 10,122 | (676) |
| Cash flow from financing activities | ||
| Issue of share capital | 13,432 | 793 |
| Cost of issue of equity | (17) | (3) |
| Dividends paid | (3,311) | (2,900) |
| Purchase of own shares (including costs) | (1,252) | (585) |
| Net cash flow from financing activities | 8,852 | (2,695) |
| Increase/ (decrease) in cash and cash equivalents | 17,069 | (5,319) |
| Cash and cash equivalents at start of the year | 4,441 | 9,760 |
| Cash and cash equivalents at end of the year | 21,510 | 4,441 |
Notes to the Financial Statements
1. Accounting convention
The Financial Statements have been prepared in accordance with applicable United Kingdom law and accounting standards, including Financial Reporting Standard 102 (“FRS 102”), and with the Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” (“SORP”) issued by The Association of Investment Companies (“AIC”). The financial statements have been prepared on a going concern basis.
The preparation of the Financial Statements requires management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The most critical estimates and judgements relate to the determination of carrying value of investments at Fair Value Through Profit and Loss (“FVTPL”). The Company values investments by following the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines as issued in 2018 and further detail on the valuation techniques used are in note 2 below.
Company information is shown on page 2 of the full Annual Report and Financial Statements.
2. Accounting policies
Fixed and current asset investments
The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment policy, and information about the portfolio is provided internally on that basis to the Board.
In accordance with the requirements of FRS 102, those undertakings in which the Company holds more than 20 per cent. of the equity as part of an investment portfolio are not accounted for using the equity method. In these circumstances the investment is measured at FVTPL.
Upon initial recognition (using trade date accounting) investments, including loan stock, are classified by the Company as FVTPL and are included at their initial fair value, which is cost (excluding expenses incidental to the acquisition which are written off to the Income statement).
Subsequently, the investments are valued at ‘fair value’, which is measured as follows:
- Investments listed on recognised exchanges are valued at their bid prices at the end of the accounting period or otherwise at fair value based on published price quotations.
- Unquoted investments, where there is not an active market, are valued using an appropriate valuation technique in accordance with the IPEV Guidelines. Indicators of fair value are derived using established methodologies including earnings multiples, the level of third party offers received, cost or price of recent investment rounds, net assets and industry valuation benchmarks. Where price of recent investment is used as a starting point for estimating fair value at subsequent measurement dates, this has been benchmarked using an appropriate valuation technique permitted by the IPEV guidelines.
- In situations where cost or price of recent investment is used, consideration is given to the circumstances of the portfolio company since that date in determining fair value. This includes consideration of whether there is any evidence of deterioration or strong definable evidence of an increase in value. In the absence of these indicators, the investment in question is valued at the amount reported at the previous reporting date. Examples of events or changes that could indicate a diminution include:
- the performance and/or prospects of the underlying business are significantly below the expectations on which the investment was based;
- a significant adverse change either in the portfolio company’s business or in the technological, market, economic, legal or regulatory environment in which the business operates; or
- market conditions have deteriorated, which may be indicated by a fall in the share prices of quoted businesses operating in the same or related sectors.
Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.
Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the other distributable reserve when a share becomes ex-dividend.
Other current assets and payables
Receivables and payables and cash are carried at amortised cost, in accordance with FRS 102. There are no financial liabilities other than payables.
Investment income
Equity income
Dividend income is included in revenue when the investment is quoted ex-dividend.
Unquoted loan stock income
Fixed returns on non-equity shares and debt securities are recognised when the Company’s right to receive payment and expect settlement is established. Where interest is rolled up and/or payable at redemption then it is recognised as income unless there is reasonable doubt as to its receipt.
Bank interest income
Interest income is recognised on an accrual basis using the rate of interest agreed with the bank.
Investment management fees, performance incentive fees and other expenses
All expenses have been accounted for on an accruals basis. Expenses are charged through the other distributable reserve except the following which are charged through the realised capital reserve:
- 75 per cent. of management fees and performance incentive fees are allocated to the capital account to the extent that these relate to an enhancement in the value of the investments. This is in line with the Board’s expectation that over the long term 75 per cent. of the Company’s investment returns will be in the form of capital gains; and
- expenses which are incidental to the purchase or disposal of an investment are charged through the realised capital reserve.
Taxation
Taxation is applied on a current basis in accordance with FRS 102. Current tax is tax payable (refundable) in respect of the taxable profit (tax loss) for the current period or past reporting periods using the tax rates and laws that have been enacted or substantively enacted at the financial reporting date. Taxation associated with capital expenses is applied in accordance with the SORP.
Deferred tax is provided in full on all timing differences at the reporting date. Timing differences are differences between taxable profits and total comprehensive income as stated in the Financial Statements that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the Financial Statements. As a VCT the Company has an exemption from tax on capital gains. The Company intends to continue meeting the conditions required to obtain approval as a VCT in the foreseeable future. The Company therefore, should have no material deferred tax timing differences arising in respect of the revaluation or disposal of investments and the Company has not provided for any deferred tax.
Reserves
Share premium
This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs.
Capital redemption reserve
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company’s own shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at the year end against cost are included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
- gains and losses compared to cost on the realisation of investments, or permanent diminutions in value;
- expenses, together with the related taxation effect, charged in accordance with the above policies; and
- dividends paid to equity holders where paid out by capital.
Other distributable reserve
The special reserve, treasury share reserve and the revenue reserve were combined in 2013 to form a single reserve named other distributable reserve.
This reserve accounts for movements from the revenue column of the Income statement, the payment of dividends, the buy-back of shares and other non-capital realised movements.
Dividends
Dividends by the Company are accounted for in the period in which the dividend is paid or approved at the Annual General Meeting.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single operating segment of business, being investment in smaller companies principally based in the UK.
3. (Losses)/gains on investments
| Year ended 31 March 2020 £’000 | Year ended 31 March 2019 £’000 | |
| Unrealised (losses)/gains on fixed asset investments | (4,661) | 9,919 |
| Unrealised losses on current asset investments | (1,335) | (84) |
| Realised gains on fixed asset investments | 3,112 | 573 |
| (2,884) | 10,408 |
4. Investment income
| Year ended 31 March 2020 £’000 | Year ended 31 March 2019 £’000 | |
| Interest from loans to portfolio companies | 776 | 785 |
| Dividends | 310 | 170 |
| Bank interest | 71 | 37 |
| 1,157 | 992 |
5. Investment management fees
| Year ended 31 March 2020 £’000 | Year ended 31 March 2019 £’000 | |
| Investment management fee charged to revenue | 396 | 398 |
| Investment management fee charged to capital | 1,189 | 1,195 |
| Performance incentive fee charged to revenue | - | 333 |
| Performance incentive fee charged to capital | - | 999 |
| 1,585 | 2,925 |
Further details of the Management agreement under which the investment management fee and performance incentive fee are paid, which were updated during the year, are given in the Chairman’s statement above and the Strategic report above. These changes have resulted in a saving of £135,000 for shareholders in the six months since 1 October 2019.
During the year, services of a total value of £1,659,000 (2019: £1,593,000) were purchased by the Company from Albion Capital Group LLP; this includes £1,585,000 (2019: £1,593,000) of management fee and £74,000 (2019: £nil) of administration fee. There is no performance incentive fee payable this year (2019: £1,332,000). At the financial year end, the amount due to Albion Capital Group LLP in respect of these services disclosed as accruals was £384,000 (2019: £1,747,000). From 1 October 2019, the total annual running costs of the Company are capped at an amount equal to 2.5 per cent. of the Company’s net assets (previously 3.0 per cent.). Any excess is met by Albion by way of a reduction in management fees. During the year, the management fee was reduced by £24,000 as a result of this cap (2019: £nil).
During the year, the Company was not charged by Albion Capital Group LLP in respect of Patrick Reeve’s services as a Director (2019: £6,000).
Albion Capital Group LLP, its partners and staff hold a total of 460,911 shares in the Company as at 31 March 2020.
The Manager is, from time to time, eligible to receive arrangement fees and monitoring fees from portfolio companies. During the year ended 31 March 2020, fees of £186,000 attributable to the investments of the Company were received pursuant to these arrangements (2019: £201,000).
The Company has entered into an offer agreement relating to the Offers with the Company’s investment manager Albion Capital Group LLP, pursuant to which Albion Capital will receive a fee of 2.5 per cent. of the gross proceeds of the Offers and out of which Albion Capital will pay the costs of the Offers, as detailed in the Prospectus.
During the period an amount of £1,194,000 (2019: £2,600,000) was invested in the SVS Albion OLIM UK Equity Income Fund (“OUEIF”) as part of the Company’s management of surplus liquid funds. To avoid double charging, Albion agreed to reduce its management fee relating to the investment in the OUEIF by 0.75 per cent., which represents the OUEIF management fee charged by OLIM. This resulted in a further reduction of the management fee of £32,000 (2019: £18,000).
6. Other expenses
| Year ended 31 March 2020 £’000 | Year ended 31 March 2019 £’000 | |
| Directors’ fees and associated costs (inclusive of NIC and VAT) | 99 | 98 |
| Auditor’s remuneration for statutory audit services (exclusive of VAT) | 34 | 28 |
| Administration fee | 74 | - |
| Other administrative expenses | 156 | 137 |
| 363 | 263 |
7. Directors’ fees and associated costs
The amounts paid to and on behalf of the Directors during the year are as follows:
| Year ended 31 March 2020 £’000 | Year ended 31 March 2019 £’000 | |
| Directors’ fees | 91 | 91 |
| National insurance and/or VAT | 8 | 7 |
| 99 | 98 |
The Company’s key management personnel are the Directors. Further information regarding Directors’ remuneration can be found in the Directors’ remuneration report on pages 42 to 44 of the full Annual Report and Financial Statements.
8. Tax on ordinary activities
| Year ended 31 March 2020 £’000 | Year ended 31 March 2019 £’000 | |
| UK corporation tax charge in respect of current year | - | - |
| - | - |
| Factors affecting the tax charge: | Year ended 31 March 2020 £’000 | Year ended 31 March 2019 £’000 |
| (Loss)/return on ordinary activities before taxation | (3,675) | 8,212 |
| Tax charge on profit at the average companies rate of 19 per cent. (2019: 19 per cent.) | (698) | 1,560 |
| Factors affecting the charge: | ||
| Non-taxable losses/(gains) | 548 | (1,977) |
| Income not taxable | (59) | (32) |
| Excess management expenses carried forward | 209 | 449 |
| - | - |
The tax charge for the year shown in the Income statement is lower than the average companies rate of corporation tax in the UK of 19 per cent. (2019: 19 per cent.). The differences are explained above.
Notes
(i) Venture Capital Trusts are not subject to corporation tax on capital gains.
(ii) Tax relief on expenses charged to capital has been determined by allocating tax relief to expenses by reference to the applicable corporation tax rate and allocating the relief between revenue and capital in accordance with the SORP.
(iii) The Company has excess management expenses of £6,249,000 (2019: £5,241,000) that are available for offset against future profits. A deferred tax asset of £1,062,000 (2019: £891,000) has not been recognised in respect of these losses as they will be recoverable only to the extent that the Company has sufficient future taxable profits.
9. Dividends
| Year ended 31 March 2020 £’000 | Year ended 31 March 2019 £’000 | |
| Dividend of 3.00p per share paid on 31 August 2018 | - | 1,716 |
| Dividend of 3.00p per share paid on 28 February 2019 | - | 1,716 |
| Dividend of 3.00p per share paid on 30 August 2019 | 1,911 | - |
| Dividend of 3.00p per share paid on 28 February 2020 | 2,045 | - |
| 3,956 | 3,432 |
Details of the consideration issued under the Dividend Reinvestment Scheme included in the dividends above can be found in note 15.
In addition to the dividends summarised above, the Board has declared a first dividend for the year ending 31 March 2021, of 2.70 pence per share to be paid on 28 August 2020 to shareholders on the register on 7 August 2020. The details of the new dividend policy can be found in the Chairman’s statement above. The total dividend will be approximately £1,844,000.
10. Basic and diluted return per share
| Year ended 31 March 2020 | Year ended 31 March 2019 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| The return per share has been based on the following figures: | ||||||
| Return/(loss) attributable to equity shares (£’000) | 398 | (4,073) | (3,675) | (2) | 8,214 | 8,212 |
| Weighted average shares in issue (adjusted for treasury shares) | 64,506,507 | 57,257,089 | ||||
| Return/(loss) attributable per equity share (pence) | 0.61 | (6.31) | (5.70) | (0.01) | 14.35 | 14.34 |
There are no convertible instruments, derivatives or contingent share agreements in issue for the Company, and therefore no dilution affecting the return per share. The basic return per share is therefore the same as the diluted return per share.
The weighted average number of shares is calculated after adjusting for treasury shares of 8,945,314 (2019: 7,821,443).
11. Fixed asset investments
| 31 March 2020 £’000 | 31 March 2019 £’000 | ||
| Investments held at fair value through profit or loss Unquoted equity and preference shares | 37,560 | 42,802 | |
| Quoted equity | - | 289 | |
| Unquoted loan stock | 10,299 | 16,055 | |
| 47,859 | 59,146 | ||
| | |||
| 31 March 2020 £’000 | 31 March 2019 £’000 | ||
| Opening valuation | 59,146 | 52,436 | |
| Purchases at cost | 6,035 | 8,570 | |
| Disposal proceeds | (15,549) | (12,344) | |
| Realised gains | 3,112 | 573 | |
| Movement in loan stock revenue accrued income | (224) | (8) | |
| Unrealised (losses)/gains | (4,661) | 9,919 | |
| Closing valuation | 47,859 | 59,146 | |
| Movement in loan stock revenue accrued income | |||
| Opening accumulated loan stock revenue accrued income | 225 | 233 | |
| Movement in loan stock revenue accrued income | (224) | (8) | |
| Closing accumulated loan stock revenue accrued income | 1 | 225 | |
| Movement in unrealised gains | |||
| Opening accumulated unrealised gains | 18,829 | 17,730 | |
| Movement in unrealised (losses)/gains | (4,661) | 9,919 | |
| Transfer of previously unrealised gains to realised reserve on disposal of investments | (4,040) | (8,820) | |
| Closing accumulated unrealised gains | 10,129 | 18,829 | |
| Historic cost basis | |||
| Opening book cost | 40,092 | 34,473 | |
| Purchases at cost | 6,035 | 8,570 | |
| Sales at cost | (8,397) | (2,951) | |
| Closing book cost | 37,730 | 40,092 | |
The Company does not hold any assets as the result of the enforcement of security during the period, and believes that the carrying values for both those valued below cost and past due assets are covered by the value of security held for these loan stock investments.
Unquoted fixed asset investments are valued at fair value in accordance with the IPEV guidelines as follows:
| 31 March 2020 | 31 March 2019 | |
| Valuation methodology | £’000 | £’000 |
| Revenue multiple | 20,268 | 5,681 |
| Cost and price of recent investment (reviewed for impairment or uplift) | 16,754 | 32,632 |
| Third party valuation – Discounted cash flow | 6,693 | 6,966 |
| Third party valuation – Earnings multiple | 2,823 | 10,687 |
| Earnings multiple | 789 | 956 |
| Net assets | 532 | 82 |
| Offer price | - | 1,853 |
| 47,859 | 58,857 |
When using the cost or price of a recent investment in the valuations the Company looks to ‘re-calibrate’ this price at each valuation point by reviewing progress within the investment, comparing against the initial investment thesis, assessing if there are any significant events or milestones that would indicate the value of the investment has changed and considering whether a market-based methodology (i.e. using multiples from comparable public companies) or a discounted cashflow forecast would be more appropriate.
The main inputs into the calibration exercise, and for the valuation models using multiples, are revenue, EBITDA and P/E multiples (based on the most recent revenue, EBITDA or earnings achieved and equivalent corresponding revenue, EBITDA or earnings multiples of comparable companies), quality of earnings assessments and comparability difference adjustments. Revenue multiples are often used, rather than EBITDA or earnings, due to the nature of the Company’s investments, being in growth and technology companies which are not normally expected to achieve profitability or scale for a number of years. Where an investment has achieved scale and profitability the Company would normally then expect to switch to using an EBITDA or earnings multiple methodology.
In the calibration exercise and in determining the valuation for the Company’s equity instruments, comparable trading multiples are used. In accordance with the Company’s policy, appropriate comparable companies based on industry, size, developmental stage, revenue generation and strategy are determined and a trading multiple for each comparable company identified is then calculated. The multiple is calculated by dividing the enterprise value of the comparable group by its revenue, EBITDA or earnings. The trading multiple is then adjusted for considerations such as illiquidity, marketability and other differences, advantages and disadvantages between the portfolio company and the comparable public companies based on company specific facts and circumstances.
Fair value investments had the following movements between valuation methodologies between 31 March 2019 and 31 March 2020:
| Change in valuation methodology (2019 to 2020) | Value as at 31 March 2020 £’000 | Explanatory note |
| Cost and price of recent investment to revenue multiple | 15,805 | More appropriate valuation methodology. |
| Cost and price of recent investment to net assets | 420 | Coronavirus (Covid-19) impact has led to a valuation based on underlying software. |
| Bid price to net assets | 39 | Portfolio company delisted. |
The valuation will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEV Guidelines. The Directors believe that, within these parameters, there are no other more relevant methods of valuation which would be reasonable as at 31 March 2020.
FRS 102 and the SORP requires the Company to disclose the inputs to the valuation methods applied to its investments measured at fair value through profit or loss in a fair value hierarchy. The table below sets out fair value hierarchy definitions using FRS102 s.11.27.
| Fair value hierarchy | Definition |
| Level 1 | Unadjusted quoted prices in an active market |
| Level 2 | Inputs to valuations are from observable sources and are directly or indirectly derived from prices |
| Level 3 | Inputs to valuations not based on observable market data |
Quoted investments are valued according to Level 1 valuation methods. Unquoted equity, preference shares and loan stock are all valued according to Level 3 valuation methods.
Investments held at fair value through profit or loss (Level 3) had the following movements in the year to 31 March 2020:
| 31 March 2020 | 31 March 2019 | |||
| £’000 | £’000 | |||
| Opening balance | 58,857 | 52,199 | ||
| Additions | 6,074 | 8,570 | ||
| Disposals | (15,549) | (12,344) | ||
| Realised gains | 3,362 | 573 | ||
| Accrued loan stock interest | (224) | (8) | ||
| Unrealised (losses)/gains | (4,661) | 9,867 | ||
| Closing balance | 47,859 | 58,857 | ||
FRS 102 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process to reasonable possible alternative assumptions. 50 per cent. of the portfolio of investments is based on cost, recent investment price, net assets, or is loan stock, and as such the Board considers that the assumptions used for their valuations are the most reasonable. The Directors believe that changes to reasonable possible alternative assumptions (by adjusting the revenue and earnings multiples) for the valuations of the remainder of the portfolio companies could result in an increase in the valuation of investments by £1,754,000 or a decrease in the valuation of investments by £2,066,000. The portfolio companies chosen for this exercise have been valued based on revenue multiples. For valuations based on earnings and revenue multiples, the Board considers that the most significant input is the price/earnings ratio; for valuations based on third party valuations, the Board considers that the most significant inputs are price/earnings ratios and discount factors; which have been adjusted to drive the above sensitivities.
12. Significant interests
The principal activity of the Company is to select and hold a portfolio of investments in unquoted securities. Although the Company, through the Manager, will, in some cases, be represented on the board of the portfolio company, it will not take a controlling interest or become involved in the management of a portfolio company. The size and structure of the companies with unquoted securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement. The investment listed below is held as part of an investment portfolio and therefore, as permitted by FRS 102 section 9.9B, it is measured at fair value through profit and loss and not accounted for using the equity method.
The Company has interests of greater than 20 per cent. of the nominal value of any class of the allotted shares in the portfolio company as at 31 March 2020 as described below:
Company | Registered address and country of incorporation | Principal activity | Profit/(loss) before tax £’000 | Aggregate capital and reserves £’000 | Result for year ended | % class and share type | % total voting rights |
| Greenenerco Limited | EC1M 5QL, UK | Owner and operator of a wind project | n/a* | 429 | 31 March 2019 | 28.6% A Ordinary | 28.6% |
*The company files filleted accounts which do not disclose this information.
13. Current assets
| Current asset investments | 31 March 2020 | 31 March 2019 |
| £’000 | £’000 | |
| SVS Albion OLIM UK Equity Income Fund | 3,501 | 3,642 |
Current asset investments at 31 March 2020 consist of investments in the SVS Albion OLIM UK Equity Income Fund and is capable of realisation within 7 days. These are valued using the level 1 fair value hierarchy as defined in note 11.
| Trade and other receivables less than one year | 31 March 2020 | 31 March 2019 |
| £’000 | £’000 | |
| Deferred consideration on disposed investments | 162 | 1,519 |
| Prepayments and accrued income | 16 | 8 |
| Other debtors | 4 | 6 |
| Investments awaiting completion | - | 441 |
| 182 | 1,974 |
The Directors consider that the carrying amount of receivables is not materially different to their fair value.
14. Payables: amounts falling due within one year
| 31 March 2020 | 31 March 2019 | |
| £’000 | £’000 | |
| Trade payables | 30 | 10 |
| Accruals and deferred income | 469 | 1,805 |
| 499 | 1,815 |
The Directors consider that the carrying amount of payables is not materially different to their fair value.
15. Called up share capital
| Allotted, called up and fully paid shares: | £’000 |
| 65,047,503 Ordinary shares of 1 penny each at 31 March 2019 | 650 |
| 11,997,044 Ordinary shares of 1 penny each issued during the year | 120 |
| 77,044,547 Ordinary shares of 1 penny each at 31 March 2020 | 770 |
| 7,821,443 Ordinary shares of 1 penny each held in treasury at 31 March 2019 | (78) |
| 1,123,871 Ordinary shares purchased during the year to be held in treasury | (11) |
| 8,945,314 Ordinary shares of 1 penny each held in treasury at 31 March 2020 | (89) |
| 68,099,233 Ordinary shares of 1 penny each in circulation* at 31 March 2020 | 681 |
*Carrying one vote each
The Company purchased 1,123,871 shares (2019: 551,000) to be held in treasury at a nominal value of £11,239 and a cost of £1,252,000 (2019: £585,000) representing 1.5 per cent. of the shares in issue as at 31 March 2020, leading to a balance of 8,945,314 shares (2019: 7,821,443) in treasury representing 11.6 per cent. (2019: 12.0 per cent.) of the shares in issue as at 31 March 2020.
Under the terms of the Dividend Reinvestment Scheme Circular (dated 26 November 2009), the following new Ordinary shares of nominal value 1 penny each were allotted during the year:
| Date of allotment | Number of shares allotted | Aggregate nominal value of shares (£’000) | Issue price (pence per share) | Net invested (£’000) | Opening market price on allotment date (pence per share) |
| 30 August 2019 | 265,920 | 3 | 115.42 | 291 | 109.00 |
| 28 February 2020 | 294,718 | 3 | 115.70 | 325 | 110.00 |
| 560,638 | 6 | 616 |
During the year the following new Ordinary shares of nominal value 1 penny each were allotted under the terms of the Albion VCTs Prospectus Top Up Offers 2018/19 and Albion VCTs Prospectus Top Up Offers 2019/20:
| Date of allotment | Number of shares allotted | Aggregate nominal value of shares (£’000) | Issue price (pence per share) | Net consideration received (£’000) | Opening market price on allotment date (pence per share) |
| 1 April 2019 | 1,028,359 | 10 | 117.80 | 1,193 | 110.00 |
| 1 April 2019 | 218,561 | 2 | 118.40 | 254 | 110.00 |
| 1 April 2019 | 4,839,369 | 48 | 119.00 | 5,615 | 110.00 |
| 5 April 2019 | 214,463 | 2 | 119.00 | 249 | 110.00 |
| 12 April 2019 | 143,535 | 1 | 117.80 | 166 | 110.00 |
| 12 April 2019 | 2,702 | - | 118.40 | 3 | 110.00 |
| 12 April 2019 | 281,572 | 3 | 119.00 | 327 | 110.00 |
| 31 January 2020 | 1,286,925 | 13 | 121.30 | 1,538 | 113.00 |
| 31 January 2020 | 266,214 | 3 | 121.90 | 318 | 113.00 |
| 31 January 2020 | 3,154,706 | 32 | 122.50 | 3,769 | 113.00 |
| 11,436,406 | 114 | 13,432 |
16. Basic and diluted net asset value per share
| 31 March 2020 | 31 March 2019 | |
| (pence per share) | (pence per share) | |
| Basic and diluted net asset value per Ordinary share | 106.54 | 117.76 |
The basic and diluted net asset value per share at the year end is calculated in accordance with the Articles of Association and is based upon total shares in issue (excluding treasury shares) of 68,099,233 Ordinary shares (2019: 57,226,060) at 31 March 2020.
17. Capital and financial instruments risk management
The Company’s capital comprises Ordinary shares as described in note 15. The Company is permitted to buy-back its own shares for cancellation or treasury purposes, and this is described in more detail on page 31 of the Directors’ report in the full Annual Report and Financial Statements.
The Company’s financial instruments comprise equity and loan stock investments in unquoted and quoted companies, cash balances, short term receivables and payables which arise from its operations. The main purpose of these financial instruments is to generate cash flow and revenue and capital appreciation for the Company’s operations. The Company has no gearing or other financial liabilities apart from short term payables. The Company does not use any derivatives for the management of its Balance sheet.
The principal risks arising from the Company’s operations are:
- Investment (or market) risk (which comprises investment price and cash flow interest rate risk);
- credit risk; and
- liquidity risk.
The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in the nature of the risks that the Company has faced during the past year, and apart from where noted below, there have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks are summarised below.
Investment risk
As a venture capital trust, it is the Company’s specific nature to evaluate and control the investment risk of its portfolio in unquoted investments, details of which are shown on pages 23 and 24 of the full Annual Report and Financial Statements. Investment risk is the exposure of the Company to the revaluation and devaluation of investments. The main driver of investment risk is the operational and financial performance of the portfolio companies and the dynamics of market quoted comparators. The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment risk.
The Manager and the Board formally reviews investment risk (which includes market price risk), both at the time of initial investment and at quarterly Board meetings.
The Board monitors the prices at which sales of investments are made to ensure that profits to the Company are maximised, and that valuations of investments retained within the portfolio appear sufficiently prudent and realistic compared to prices being achieved in the market for sales of quoted and unquoted investments.
The maximum investment risk as at the balance sheet date is the value of the fixed and current asset investment portfolio which is £51,360,000 (2019: £62,788,000). Fixed and current asset investments form 71 per cent. of the net asset value as at 31 March 2020 (2019: 93 per cent.).
More details regarding the classification of fixed asset investments is shown in note 11.
Investment price risk
Investment price risk is the risk that the fair value of future investment cash flows will fluctuate due to factors specific to an investment instrument or to a market in similar instruments. The management of risk within the venture capital portfolio is addressed through careful investment selection, by diversification across different industry segments, by maintaining a wide spread of holdings in terms of financing stage and by limitation of the size of individual holdings. The Directors monitor the Manager’s compliance with the investment policy, review and agree policies for managing this risk and monitor the overall level of risk on the investment portfolio on a regular basis.
Valuations are based on the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEV Guidelines. Details of the industries in which investments have been made are contained in the pie chart at the end of this announcement.
As required under FRS 102 the Board is required to illustrate by way of a sensitivity analysis the extent to which the assets are exposed to market risk. The Board considers that the value of the fixed and current asset investment portfolio is sensitive to a change of between 10% to 20% based on the current economic climate. The impact of a 10% to 20% change has been selected as this is a range which is considered reasonable given the current level of volatility observed. When considering the appropriate level of sensitivity to be applied, the Board has considered both historic performance and future expectations.
At the lower end of the range, the sensitivity of a 10% increase or decrease in the valuation of the fixed and current asset investment portfolio (keeping all other variables constant) would increase or decrease the net asset value and return for the year by £5,136,000. At the higher end of the range, the sensitivity of a 20% increase or decrease in the valuation of the fixed and current asset investment portfolio (keeping all other variables constant) would increase or decrease the net asset value and return for the year by £10,272,000.
Interest rate risk
It is the Company’s policy to accept a degree of interest rate risk on its financial assets through the effect of interest rate changes. On the basis of the Company’s analysis, it was estimated that a rise of 1.0 per cent. in all interest rates would have increased total return before tax for the year by approximately £178,000 (2019: £117,000). Furthermore, it was considered that a fall of interest rates below current levels during the year would have been very unlikely.
The weighted average effective interest rate applied to the Company’s unquoted loan stock during the year was approximately 7.2 per cent. (2019: 5.7 per cent.). The weighted average period to expected maturity for the unquoted loan stock is approximately 5.1 years (2019: 4.5 years).
The Company’s financial assets and liabilities, all denominated in pounds sterling, consist of the following:
| 31 March 2020 | 31 March 2019 | |||||||
| Fixed rate £’000 | Floating rate £’000 | Non- interest bearing £’000 | Total £’000 | Fixed rate £’000 | Floating rate £’000 | Non- interest bearing £’000 | Total £’000 | |
| Unquoted equity | - | - | 37,560 | 37,560 | - | - | 42,802 | 42,802 |
| Quoted equity | - | - | - | - | - | - | 289 | 289 |
| Unquoted loan stock | 9,426 | - | 873 | 10,299 | 15,155 | - | 900 | 16,055 |
| Current asset investments | - | - | 3,501 | 3,501 | - | - | 3,642 | 3,642 |
| Receivables* | - | - | 167 | 167 | - | - | 1,967 | 1,967 |
| Current liabilities | - | - | (499) | (499) | - | - | (1,815) | (1,815) |
| Cash | - | 21,510 | - | 21,510 | - | 4,441 | - | 4,441 |
| 9,426 | 21,510 | 41,602 | 72,538 | 15,155 | 4,441 | 47,785 | 67,381 | |
*The receivables do not reconcile to the Balance sheet as prepayments are not included in the above table.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit risk through its receivables, investment in unquoted loan stock and through the holding of cash on deposit with banks.
The Manager evaluates credit risk on loan stock and other similar instruments prior to investment, and as part of its ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. For loan stock investments made prior to 6 April 2018, which account for 80.9 per cent. of loan stock by value, typically loan stock instruments have a fixed or floating charge, which may or may not have been subordinated, over the assets of the portfolio company in order to mitigate the gross credit risk.
The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment-specific credit risk.
The Manager and the Board formally review credit risk (including receivables) and other risks, both at the time of initial investment and at quarterly Board meetings.
The Company’s total gross credit risk as at 31 March 2020 was limited to £10,299,000 (2019: £16,055,000) of unquoted loan stock instruments, £21,510,000 (2019: £4,441,000) of cash deposits with banks and £167,000 (2019: £1,967,000) of other receivables.
At the balance sheet date, the cash held by the Company was held with Lloyds Bank plc, Scottish Widows Bank plc (part of Lloyds Banking Group plc), Barclays Bank Plc and National Westminster Bank plc. Credit risk on cash transactions was mitigated by transacting with counterparties that are regulated entities subject to prudential supervision, with high credit ratings assigned by international credit-rating agencies.
The Company has an informal policy of limiting counterparty banking exposure to a maximum of 20 per cent. of net asset value for any one counterparty.
The credit profile of unquoted loan stock is described under liquidity risk below.
Impaired loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the portfolio company and the Board estimate that the security value approximates to the carrying value.
Liquidity risk
Liquid assets are held as cash on current account, cash on deposit or short term money market account. Under the terms of its Articles, the Company has the ability to borrow up to 10 per cent. of its adjusted share capital and reserves of the latest published audited Balance sheet, which amounts to £7,071,000 (2019: £6,547,000) as at 31 March 2020.
The Company has no committed borrowing facilities as at 31 March 2020 (2019: nil) and had cash balances of £21,510,000 (2019: £4,441,000), and current asset investments of £3,501,000 (2019: £3,642,000), which are considered to be readily realisable within the timescales required to make cash available for investment. The main cash outflows are for new investments, share buy-backs and dividend payments, which are within the control of the Company. The Manager formally reviews the cash requirements of the Company on a monthly basis, and the Board on a quarterly basis as part of its review of management accounts and forecasts. All the Company’s financial liabilities are short term in nature and total £499,000 as at 31 March 2020 (2019: £1,815,000).
The carrying value of loan stock investments as analysed by expected maturity dates is as follows:
| 31 March 2020 | 31 March 2019 | |||||||
| Redemption date | Fully performing £’000 | Past due £’000 | Valued below cost £’000 | Total £’000 | Fully performing £’000 | Past due £’000 | Valued below cost £’000 | Total £’000 |
| Less than one year | 2,392 | - | 73 | 2,465 | 4,634 | 1,669 | 908 | 7,211 |
| 1-2 years | 466 | - | 132 | 598 | 981 | 104 | - | 1,085 |
| 2-3 years | 958 | - | 866 | 1,824 | 427 | - | 133 | 560 |
| 3-5 years | 1,761 | - | 209 | 1,970 | 2,660 | - | 257 | 2,917 |
| Greater than 5 years | 3,442 | - | - | 3,442 | 4,282 | - | - | 4,282 |
| Total | 9,019 | - | 1,280 | 10,299 | 12,984 | 1,773 | 1,298 | 16,055 |
Loan stock can be past due as a result of interest or capital not being paid in accordance with contractual terms.
The cost of loan stock investments valued below cost is £1,760,000 (2019: £1,530,000).
In view of the factors identified above, the Board considers that the Company is subject to low liquidity risk.
Fair values of financial assets and financial liabilities
All the Company’s financial assets and liabilities as at 31 March 2020 are stated at fair value as determined by the Directors, with the exception of receivables, payables and cash which are carried at amortised cost, in accordance with FRS 102. There are no financial liabilities other than payables. The Company’s financial liabilities are all non-interest bearing. It is the Directors’ opinion that the book value of the financial liabilities is not materially different to the fair value and all are payable within one year.
18. Commitments and contingencies
As at 31 March 2020, the Company had the following financial commitments (2019: nil):
·Investment of £139,000 in Oviva AG.
There were no contingent liabilities or guarantees given by the Company as at 31 March 2020 (2019: nil).
19. Post balance sheet events
The following are the post balance sheet events since 31 March 2020:
- Investment of £264,000 in Black Swan Limited;
- Investment of £234,000 in a new portfolio company, TransFICC Limited;
- Investment of £139,000 in Oviva AG;
- Investment of £76,000 in Credit Kudos Limited; and
- Investment of £37,000 in The Evewell (Harley Street) Limited.
The following new Ordinary shares of nominal value 1 penny each were allotted under the Albion VCTs Prospectus Top Up Offers 2019/20 after 31 March 2020:
| Date of allotment | Number of shares allotted | Aggregate nominal value of shares | Issue price (pence per | Net consideration received | Opening market price on allotment date |
| £’000 | share) | £’000 | (pence per share) | ||
| 30 April 2020 | 90,192 | 1 | 108.20 | 96 | 95.00 |
| 30 April 2020 | 102,334 | 1 | 109.30 | 109 | 95.00 |
| 192,526 | 2 | 205 |
20. Related party transactions
Other than transactions with the Manager as disclosed in note 5, there are no other related party transactions or balances requiring disclosure.
21. Other Information
The information set out in this announcement does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the years ended 31 March 2020 and 31 March 2019, and is derived from the statutory accounts for those financial years, which have been, or in the case of the accounts for the year ended 31 March 2020, which will be, delivered to the Registrar of Companies. The Auditor reported on those accounts; the reports were unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.
22. Publication
The full audited Annual Report and Financial Statements are being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion.capital/funds/AAEV, where the Report can be accessed as a PDF document via a link in the 'Financial Reports and Circulars' section.
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