Draper Esprit VCT plc
LEI: 2138003I9Q1QPDSQ9Z97
Half-Yearly Report for the six months ended 30 September 2020
Recent performance summary
| 30 Sept 2020 | 30 Sept 2019 | 31 Mar 2020 | |
| Pence | Pence | Pence | |
| Net Asset Value (“NAV”) per Share | 49.9 | 57.1 | 46.0 |
| Cumulative distributions paid per Share | 105.0 | 102.0 | 105.0 |
| Total Return per Share | 154.9 | 159.1 | 151.0 |
CHAIRMAN’S STATEMENT
Since my statement with the last annual report, published in July, we have seen some progress in the battle against the coronavirus with the end of the first lockdown but then a setback with the second wave and, more recently, positive news in respect of vaccines which now suggests there is some light at the end of the tunnel. The pandemic has been disruptive for all businesses, but I believe the Company’s portfolio has generally weathered the storm well and many businesses have been able to adapt to the new conditions.
Unsurprisingly new investment activity fell to a reduced level in the early stages of the pandemic however, this has now recovered, and the Manager made good progress in continuing to deploy the Company’s funds later in the period.
Net Asset Value, results and dividends
At 30 September 2020, the Company’s Net Asset Value (“NAV”) per share stood at 49.9p, an increase of 3.9p or 8.5% since 31 March 2020.
The profit on ordinary activities after taxation for the period was £5.7 million (2019: £228,000), comprising a revenue loss of £222,000 (2019: revenue return of £134,000) and a capital profit of £5.9 million (2019: £94,000).
An interim dividend of 1.0p per Share will be paid on 26 March 2021, to Shareholders on the register as at 5 March 2021.
Venture capital investments
Investment activity and valuation
During the period, the Company made two new and three follow-on investments, totalling £5.4 million.
The Company invested £2.4 million in Thought Machine Group Limited, a fintech company which has developed cloud native banking technology with its core banking system, Vault.
£1.1 million was also invested in Ravelin Technology Limited, a cloud-based fraud detection and prevention platform that helps companies stop online payment fraud.
Further investments were made into three existing portfolio businesses: Back Office Technology (£720,000), Evonetix (£692,000) and Roomex (£465,000).
At the period end, the Company held a portfolio of 39 venture capital investments, valued at £37.7 million.
The Board has reviewed the valuations of the unquoted investments as at 30 September 2020 and made a number of adjustments to the carrying values. This has resulted in a net valuation uplift of £6.2 million for the period across the portfolio.
Fundraising
The Company launched an offer for subscription in October 2019 which closed on 31 August 2020, having raised £13.5 million.
The Board is giving consideration to further fundraising plans.
Share buybacks
The Company continues to operate a policy of buying in its shares that become available in the market, at approximately a 5% discount to the latest published NAV, subject to regulatory and liquidity constraints.
In line with this policy, during the period the Company purchased 388,328 shares for cancellation an average price of 42.9p per share.
Any Shareholders considering selling their shares will need to use a stockbroker and may wish to contact Panmure Gordon (UK) Limited, who acts as the Company’s corporate broker and can provide details on closed periods when the Company is unable to buy shares.
Board Composition
As previously announced, Barry Dean retired from the Board and did not stand for re-election as a non-executive director at the AGM, which took place in September. We thank Barry for his significant contribution during the period that he served on the Board.
The Board now comprises four non-executive directors. The Directors are reviewing the Board structure and may make further adjustments in due course.
Outlook
A substantial part of the Company’s portfolio is now invested in businesses introduced under the co-investment arrangements with Draper Esprit plc. It is still too early to expect major successful exits from these investments, but progress is generally satisfactory to date. Although many of these businesses are reasonably immature, many operate in sectors that have not been heavily impacted by the pandemic and should be well positioned to flourish as the world starts slowly to return to more normal conditions.
Over the remainder of the financial year, with dealflow reported to be strengthening, we expect to see a reasonable level of further funds deployed.
I look forward to updating Shareholders in the next Annual Report, which will be issued in July 2021.
David Brock
Chairman
INVESTMENT MANAGER’S REPORT
The co-investment arrangements with Draper Esprit plc, to share deal flow, management experience and investment opportunities, continues to be positive from both an investment and a fundraising perspective. We now define the Company as having two portfolios; a new technology portfolio invested alongside other Draper Esprit funds and a legacy portfolio assembled before the Draper Esprit arrangement.
At the period end, the Draper technology portfolio as a percentage of total net assets accounted for 41%, the legacy portfolio 27%, and cash 32%.
Since the March year end, two new investments have been completed in the fin-tech sector totalling £3.5 million.
One is Thought Machine Group Ltd. Founded in 2014 by a former Google engineer. The company has built, Vault, a modern cloud native core system for banks constrained by legacy systems. Over the last months, the company has scaled up international hiring, adding 100 employees in the first two quarters of 2020. This Draper Esprit led round was joined by Lloyds Banking Group, IQ Capital, Backed and Playfair Capital. Together with a further subsequent round led by Eurazeo Growth this brings the total funds raised to $125 million.
The other is Ravelin Technology Ltd, a vendor of fraud detection software. Founded in 2018 Ravelin has pioneered the use of machine learning and graph network technologies to help online businesses accept more payments with confidence. It has marquee clients in each sector globally and has helped businesses to accept over 1.2 billion transactions; secure over 230 million active user accounts; and use machine learning to block 4 million fraudulent accounts which attempted to place 14.7 million orders worth $53 billion.
Since the September period end we have signed commitments to an additional two new investments totalling £1.2 million and are awaiting HMRC advance assurance to complete.
Four further follow-ons have been made into the Draper Esprit portfolio totalling £3.4 million, one post the September period end. Two follow-ons were investments led by third party investors into Evonetix and Back Office Technology.
Back Office Technology (trading as Form 3) is a cloud native fintech payments processor. This £29 million strategic investment round included new investors Lloyds Banking Group, Nationwide Building Society, and venture capital firm, 83 North.
Evonetix which is developing DNA gene synthesis technology, raised a further round led by US venture investors, Foresite Capital. The new funding will be used to accelerate internal technology development, including the integration of Evonetix’s technology to enable the synthesis of DNA on a chip.
Details of these additions can be found below.
Within the legacy portfolio, four companies make up 94% of the carrying value at 30 September 2020. Two of these, Access Intelligence plc and Fulcrum Utilities Group, are quoted on AIM and have risen in value by 56% since 30 March and now total £6.6m (12% of NAV). The valuation of the two private companies, Fords and Lyalvale, remain unchanged. No further investment was made into the legacy portfolio.
As Managers of the VCT, we were confident of the upward trend in the portfolio valuations until the advent of the Covid crisis which resulted in a marked decrease in portfolio valuations at the year end. We are pleased to report an overall recovery in these valuations despite some mixed results in trading across our portfolio companies.
As a result, the Company recorded a 3.9p increase in the Total Return (net asset value including cumulative dividends), from 31 March 2020 from 151.0p to 154.9p, an increase of 8.5%.
The Draper Esprit investments continue to offer some exciting prospects for the future. The pace at which new technologies are disrupting, shaping and improving the world around us shows no signs of relenting with developments around machine learning, artificial intelligence, mobility, and blockchain opening up exciting new possibilities across our areas of focus in enterprise, digital health, hardware and deeptech, and consumer technology.
In summary the Manager continues to believe that despite the setbacks of the Covid pandemic and the uncertainty of Brexit, investing into technology retains the attributes of good potential for future value growth.
Elderstreet Investments Limited
SUMMARY OF INVESTMENT PORTFOLIO
| Investment Portfolio as at 30 September 2020 | Cost | Valuation | Valuation movement in period | % of portfolio by value |
| £’000 | £’000 | £’000 | ||
| Top ten venture capital investments | ||||
| Access Intelligence plc* | 2,586 | 5,980 | 2,238 | 10.9% |
| Fords Packaging Topco Limited | 2,433 | 5,626 | - | 10.1% |
| Endomagnetics Limited | 912 | 2,862 | 397 | 5.2% |
| Back Office Technology Limited | 1,420 | 2,409 | - | 4.3% |
| Thought Machine Group Limited | 2,400 | 2,400 | - | 4.3% |
| IESO Digital Health Limited | 1,900 | 2,061 | 161 | 3.7% |
| StreetTeam Software Limited | 2,504 | 1,917 | 1,776 | 3.4% |
| Evonetix Limited | 1,485 | 1,882 | 7 | 3.4% |
| Freetrade Limited | 600 | 1,500 | 240 | 2.7% |
| Lyalvale Express Limited | 1,915 | 1,428 | - | 2.6% |
| 18,155 | 28,063 | 4,819 | 50.6% | |
| Other venture capital investments | 20,775 | 9,611 | 1,352 | 17.3% |
| 38,930 | 37,676 | 6,171 | 67.9% | |
| Cash at bank and in hand | 17,806 | 32.1% | ||
| Total investments | 55,482 | 100.0% |
SUMMARY OF INVESTMENT MOVEMENTS
| Investment additions | |
| Venture capital investments | £’000 |
| Thought Machine Group Limited | 2,400 |
| Ravelin Technology Limited | 1,133 |
| Back Office Technology Limited | 720 |
| Evonetix Limited | 693 |
| Roomex UK Limited | 465 |
| 5,411 |
| Investment disposals | Cost | Value at 1 April 2020 | Proceeds | Profit vs cost | Realised (loss)/ gain |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
| Venture capital investments | |||||
| Retention proceeds | |||||
| Pod Point Holdings Limited | - | - | 22 | 22 | 22 |
| - | - | 22 | 22 | 22 |
*Quoted on AIM
All venture capital investments are unquoted unless otherwise stated.
UNAUDITED BALANCE SHEET
as at 30 September 2020
| 30 Sept 2020 | 30 Sept 2019 | 31 Mar 2020 | ||||
| £’000 | £’000 | £’000 | ||||
| Fixed assets | ||||||
| Investments | 37,676 | 31,913 | 26,095 | |||
| Current assets | ||||||
| Debtors | 51 | 75 | 2,416 | |||
| Cash at bank and in hand | 17,806 | 14,036 | 8,422 | |||
| 17,857 | 14,111 | 10,838 | ||||
| Creditors: amounts falling due within one year | (219) | (205) | (190) | |||
| Net current assets | 17,638 | 13,906 | 10,648 | |||
| Net assets | 55,314 | 45,819 | 36,743 | |||
| Capital and reserves | ||||||
| Called up Share capital | 5,544 | 4,015 | 3,997 | |||
| Capital redemption reserve | 652 | 615 | 633 | |||
| Share premium account | 18,321 | 6,387 | 6,388 | |||
| Merger reserve | 1,828 | 1,828 | 1,828 | |||
| Special reserve | 17,814 | 21,729 | 18,713 | |||
| Capital reserve - unrealised | 10,588 | 8,952 | 4,417 | |||
| Capital reserve - realised | 798 | 2,175 | 776 | |||
| Revenue reserve | (231) | 118 | (9) | |||
| Equity Shareholders’ funds | 55,314 | 45,819 | 36,743 | |||
| Basic and diluted Net Asset Value per Share | 49.9p | 57.1p | 46.0p |
UNAUDITED INCOME STATEMENT
for the six months ended 30 September 2020
| Six months ended 30 Sept 2020 | Six months ended 30 Sept 2019 | Year ended 31 Mar 2020 | |||||||||
| Revenue | Capital | Total | Revenue | Capital | Total | Total | |||||
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |||||
| Income | 48 | - | 48 | 411 | - | 411 | 585 | ||||
| Gains on investments | |||||||||||
| Realised | - | 22 | 22 | - | - | - | 120 | ||||
| Unrealised | - | 6,171 | 6,171 | - | 386 | 386 | (5,746) | ||||
| 48 | 6,193 | 6,241 | 411 | 386 | 797 | (5,041) | |||||
| Investment management fees | (91) | (276) | (367) | (98) | (292) | (390) | (848) | ||||
| Other expenses | (179) | - | (179) | (179) | - | (179) | (366) | ||||
| Return on ordinary activities before taxation | (222) | 5,917 | 5.695 | 134 | 94 | 228 | (6,255) | ||||
| Tax on total comprehensive income and ordinary activities | - | - | - | - | - | - | - | ||||
| Return attributable to equity Shareholders | (222) | 5,917 | 5,695 | 134 | 94 | 228 | (6,255) | ||||
| Basic and diluted return per Share | (0.2p) | 5.5p | 5.3p | 0.2p | 0.1p | 0.3p | (7.8p) | ||||
All Revenue and Capital items in the above statement are derived from continuing operations. The total column within the Income Statement represents the profit and loss account of the Company.
UNAUDITED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 September 2020
| Called up Share capital | Capital redemption reserve | Share premium | Merger reserve | Special reserve | Capital reserve-unrealised | Capital reserve-realised | Revenue reserve | Total | |||
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |||
| At 1 April 2019 | 3,436 | 599 | - | 1,828 | 22,545 | 8,403 | 2,174 | (16) | 38,969 | ||
| Total comprehensive income | - | - | - | - | - | (5,746) | (516) | 7 | (6,255) | ||
| Transfer between reserves | - | - | - | - | (3,281) | 1,760 | 1,521 | - | -- | ||
| Transactions with owners | |||||||||||
| Issue of new Shares | 595 | - | 6,388 | - | - | - | - | - | 6,983 | ||
| Share issue costs | - | - | - | - | (185) | - | - | - | (185) | ||
| Purchase of own Shares | (34) | 34 | - | - | (366) | - | - | - | (366) | ||
| Dividends paid | - | - | - | - | - | - | (2,403) | - | (2,403) | ||
| At 31 March 2020 | 3,997 | 633 | 6,388 | 1,828 | 18,713 | 4,417 | 776 | (9) | 36,743 | ||
| Total comprehensive income | - | - | - | - | - | 6,171 | (254) | (222) | 5,695 | ||
| Transfer between reserves | - | - | - | - | (276) | 276 | - | -- | |||
| Transactions with owners | |||||||||||
| Issue of new Shares | 1,566 | - | 11,933 | - | - | - | - | - | 13,499 | ||
| Share issue costs | - | - | - | - | (455) | - | - | - | (455) | ||
| Purchase of own Shares | (19) | 19 | - | - | (168) | - | - | - | (168) | ||
| Dividends paid | - | - | - | - | - | - | - | - | |||
| At 30 September 2020 | 5,544 | 652 | 18,321 | 1,828 | 17,814 | 10,588 | 798 | (231) | 55,314 | ||
A transfer of £276,000 was made from the Special reserve to the Capital Reserve – realised in respect of capital expenses in the period.
UNAUDITED STATEMENT OF CASH FLOWS
for the six months ended 30 September 2020
| Six months ended 30 Sept 2020 | Six months ended 30 Sept 2019 | Period ended 31 Mar 2020 | |||
| £’000 | £’000 | £’000 | |||
| Cash flow from operating activities | |||||
| Return on ordinary activities before taxation | 5,695 | 228 | (6,255) | ||
| Gains on investments | (6,193) | (386) | 5,626 | ||
| (Increase)/decrease in debtors | 2,408 | (10) | (2,403) | ||
| Increase/(decrease) in creditors | (11) | 13 | 16 | ||
| Net cash outflow generated from operating activities | 1,899 | (155) | (3,016) | ||
| Cash flow from investing activities | |||||
| Purchase of investments | (5,411) | (2,850) | (5,208) | ||
| Sale of investments | 22 | - | 2,165 | ||
| Net cash outflow from investing activities | (5,389) | (2,850) | (3,043) | ||
| Cash flows from financing activities | |||||
| Proceeds from Share issue | 13,500 | 6,982 | 6,983 | ||
| Share issue costs | (498) | (203) | (165) | ||
| Purchase of own Shares | (128) | (194) | (389) | ||
| Equity dividends paid | - | 1 | (2,403) | ||
| Net cash inflow from financing activities | 12,874 | 6,586 | 4,026 | ||
| Increase/(decrease) in cash | 9,384 | 3,581 | (2,033) | ||
| Net movement in cash | |||||
| Beginning of period | 8,422 | 10,455 | 10,455 | ||
| Net cash inflow/(outflow) | 9,384 | 3,581 | (2,033) | ||
| End of period | 17,806 | 14,036 | 8,422 |
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
for the six months ended 30 September 2020
1.The unaudited Half-Yearly Report covers the six months to 30 September 2020 and has been prepared in accordance with the accounting policies set out in the statutory accounts for the period ended 31 March 2020, which were prepared in accordance with the Financial Reporting Standard 102 (“FRS 102”) and the Statement of Recommended Practice “Financial Statements of Investment Trust Companies” issued in October 2019 (“SORP”).
2.The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.
3.The comparative figures are in respect of the six months ended 30 September 2019 and the year ended 31 March 2020, respectively.
4.Basic and diluted return per Share
| 30 Sept 2020 | 30 Sept 2019 | 31 Mar 2020 | |||
| Return per Share based on: | |||||
| Net revenue gain for the period (£’000) | (222) | 134 | 7 | ||
| Capital return per Share based on: | |||||
| Net capital gain for the period (£’000) | 5,917 | 94 | (6,262) | ||
| Weighted average number of Shares | 106,544,017 | 80,116,839 | 80,113,600 |
5.Dividends
| 30 September 2020 | 31 March 2020 | ||||||
| Per Share | Revenue | Capital | Total | Total | |||
| Pence | £’000 | £’000 | £’000 | £’000 | |||
| Payable | |||||||
| 2021 Interim | 1.0p | - | 1,109 | 1,109 | - | ||
| Paid in the period | |||||||
| 2020 Final | 1.5p | - | 1,587 | 1,587 | |||
| 2020 Interim | 1.5p | - | - | - | 1,199 | ||
| 2019 Final | 1.5p | - | - | - | 1,204 | ||
| - | 1,587 | 1,587 | 2,403 | ||||
6.Basic and diluted Net Asset Value per Share
| 30 Sept 2020 | 30 Sept 2019 | 31 Mar 2020 | |||
| Net asset value per Share based on: | |||||
| Net assets (£’000) | 55,314 | 45,819 | 36,743 | ||
| Number of Shares in issue at the period end | 110,874,413 | 80,293,973 | 79,934,164 | ||
| Net Asset Value per Share | 49.9p | 57.1p | 46.0p |
7.Called up Share capital
| 30 Sept 2020 | 30 Sept 2019 | 31 Mar 2020 | |||
| Ordinary Shares of 5p each | |||||
| Number of Shares in issue at the period end | 110,874,413 | 80,293,973 | 79,934,164 | ||
| Nominal value (£’000) | 5,544 | 4,015 | 3,997 |
During the period the Company allotted 31,328,577 Ordinary Shares of 5p each (“Ordinary Shares”) under an Offer for Subscription that launched in October 2019, at an average price of 43.1p per Share. Gross proceeds received thereon were £13.5 million, with issue costs in respect of the Offer amounting to £455,000.
During the period, the Company purchased 388,328 Shares for cancellation for an aggregate consideration of £168,000, at an average price of 42.9p per Share (approximately equal to a 5.8% discount to the most recently published NAV at the time of purchase) and representing 0.5% of the Share capital in issue as at 1 April 2020.
8.Reserves
The special reserve is available to the Company to enable the purchase of its own Shares in the market without affecting its ability to pay dividends and allows the Company to write back realised capital losses arising on disposals and impairments.
Distributable reserves are calculated as follows:
| 30 Sept 2020 | 30 Sept 2019 | 31 Mar 2020 | ||||
| £’000 | £’000 | £’000 | ||||
| Special reserve | 17,814 | 21,729 | 18,713 | |||
| Capital reserve - realised | 798 | 2,175 | 776 | |||
| Revenue reserve | (231) | 118 | (9) | |||
| Merger reserve - distributable element | 423 | 423 | 423 | |||
| Unrealised losses - net of unquoted gains | 805 | (524) | (3,545) | |||
| 19,609 | 23,921 | 16,358 | ||||
In October 2018, the balances on the Share Premium account and the capital redemption reserve were cancelled and added to the special reserve, contributing an additional £26.2 million to distributable reserves. The VCT regulations place some restrictions on the use of these reserves during the first three to four years after the funds on which they arose were raised.
9.Investments
The fair value of investments is determined using the detailed accounting policy as set out in Note 1 of the Annual Report.
The Company has categorised its financial instruments using the fair value hierarchy as follows:
Level 1 -Reflects financial instruments quoted in an active market (fixed interest investments, and investments in shares quoted on either the Main or AIM Markets);
Level 2 -Reflects financial instruments that have prices that are observable either directly or indirectly; and
Level 3 -Reflects financial instruments that use valuation techniques that are not based on observable market data (unquoted equity investments and loan note investments).
| Six months ended 30 Sept 2020 | Period ended 31 Mar 2020 | ||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | ||
| AIM quoted shares | 6,605 | 565 | - | 7,170 | 4,006 | 250 | - | 4,256 | |
| Loan notes | - | - | 508 | 508 | - | - | 508 | 508 | |
| Unquoted shares | - | - | 29,998 | 29,998 | - | - | 21,331 | 21,331 | |
| 6,605 | 565 | 30,506 | 37,676 | 4,006 | 250 | 21,839 | 26,095 | ||
10.Risks and uncertainties
Under the Disclosure and Transparency Directive, the Board is required in the Company’s half-yearly results to report on principal risks and uncertainties facing the Company over the remainder of the financial year.
The Board has concluded that the key risks facing the Company over the remainder of the financial period are as follows:
-investment risk associated with investing in small and immature businesses;
-liquidity risk arising from investing mainly in unquoted businesses; and
-failure to maintain approval as a VCT.
In all cases the Board is satisfied with the Company’s approach to these risks. As a VCT, the Company is forced to have significant exposure to relatively immature businesses. This risk is mitigated to some extent by holding a well-diversified portfolio.
With a reasonably illiquid venture capital investment portfolio, the Board ensures that it maintains an appropriate proportion of its assets in cash and liquid instruments.
The Company’s compliance with the VCT regulations is continually monitored by the Administration Manager, who regularly reports to the Board on the current position. The Company also retains Philip Hare and Associates LLP to provide regular reviews and advice in this area. The Board considers that this approach reduces the risk of a breach of the VCT regulations to a minimal level.
The Company has considerable financial resources at the period end and holds a diversified portfolio of investments. As a result, the Directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook.
The Directors have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
11.The Directors confirm that, to the best of their knowledge, the half-yearly financial statements have been prepared in accordance with the “Statement: Half-Yearly Financial Reports” issued by the UK Accounting Standards Board as well as in accordance with FRS 104 Interim Financial Reporting and the half-yearly financial report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the current financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and
b)DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last Annual Report that could do so.
12.The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 and have not been delivered to the Registrar of Companies. The figures for the period ended 31 March 2020 have been extracted from the financial statements for that period, which have been delivered to the Registrar of Companies; the Auditor’s report on those financial statements was unqualified.
13.Copies of the unaudited Half-Yearly Report will be sent to Shareholders shortly. Further copies can be obtained from the Company’s registered office or downloaded from www.draperespritvct.com and www.downing.co.uk.