FORESIGHT ENTERPRISE VCT PLC
Final results
31 December 2021
Foresight Enterprise VCT plc, managed by Foresight Group LLP, today announces the final results for the year ended 31 December 2021.
These results were approved by the Board of Directors on 28 April 2022.
The Annual Report will shortly be available in full at www.foresightenterprisevct.com. All other statutory information can also be found there.
Highlights
- In February 2021, the Company changed its accounting reference date from 31 March to 31 December for operational efficiency reasons. Given this change, the comparative results shown throughout the Annual Report and Accounts are for the nine-month period from 1 April 2020 to 31 December 2020
- Net Asset Value per share increased by 11.3% in the year from 62.1p at 31 December 2020 to 69.1p at 31 December 2021. After adding back the payment of a 4.2p dividend made on 18 June 2021, NAV Total Return per share at 31 December 2021 was 73.3p, representing a positive total return of 18.0% in the year
- Six new investments totalling £10.0 million and five follow-on investments totalling £3.2 million were made during the year
- The Company fully exited its investments in FFX Group Limited, Mologic Ltd. and Ixaris Systems Ltd and partially exited its investment in Accrosoft Limited, realising a total of £12.7 million during the year
- An interim dividend of 4.2p per share was paid on 18 June 2021, returning £8.1 million to Shareholders
Chair’s statement
I am pleased to present the audited Annual Report and Accounts for the year ended 31 December 2021.
Impact of the COVID-19 pandemic
Whilst market conditions and the COVID-19 pandemic made 2020 and 2021 a challenging period, overall the companies within the portfolio have weathered the storm well.
After a sharp drop in portfolio value in the quarter to March 2020, this being at the peak of uncertainty around COVID-19, the Company’s portfolio, in aggregate, saw a recovery by the end of 2020. Many of the portfolio companies successfully navigated the new economic landscape, with some performing extremely strongly and some continuing to be adversely impacted by COVID-19. The portfolio continued to perform well during 2021 and was supplemented with new investments and realisations referred to in the Manager’s Review.
Throughout the last two years, the Manager increased its oversight of the portfolio companies by working more closely with all the businesses and guiding their management teams to minimise any adverse impact of the pandemic. It is a great credit to the quality of the management of the portfolio companies that the fallout from the pandemic on these companies has not been more significant.
The Manager had expected that many of the portfolio companies would need additional capital to support them through difficult trading conditions resulting from the various lockdowns. To date, however, there have been limited requirements for follow-on funding in order to support companies through the economic downturn as a result of the pandemic. Many companies took advantage of Government support, such as the furlough scheme and the Coronavirus Business Interruption Loan Scheme, which reduced the need for additional equity injections. As these schemes unwind, and while the economic climate remains difficult, the Manager anticipates some requirements for follow-on investment in the coming months. Overall, the portfolio has remained relatively resilient to date.
Strategy
The Board believes that it is in the best interests of Shareholders to continue to pursue a strategy of:
- Further development of Net Asset Value Total Return while continuing to grow the Company’s assets
- Payment of annual dividends of at least 5% of the NAV per share per annum based on the opening NAV of that financial year
- Implementation of a significant number of new and follow-on qualifying investments every year
- Maintaining a programme of regular share buybacks
Central to the Company being able to achieve these objectives is the ability of the Manager to source and complete attractive new qualifying investment opportunities.
Whilst this task has not been made easier by the changes to VCT legislation since 2015, which (amongst other requirements) place greater emphasis on growth or development capital investment into younger companies, the Company is fortunate in that it has pursued a policy of seeking growth capital investments for several years prior to the rule changes and the Manager has an established track record in this area.
Performance and portfolio activity
During the year Net Asset Value per share increased by 11.3% from 62.1p at 31 December 2020 to 69.1p at 31 December 2021. After adding back the payment of a 4.2p dividend made on 18 June 2021, NAV Total Return per share at 31 December 2021 was 73.3p, representing a positive total return of 18.0%. This positive movement is a result of the strategy and business changes throughout the portfolio alluded to above.
During the year the Manager completed six new investments and five follow-on investments costing £10.0 million and £3.2 million respectively. The Manager also fully disposed of three investments, and partially disposed of one investment generating proceeds of £12.7 million with a further £0.9 million of deferred consideration included within debtors at the year end.
After the year end, a new investment of £1.1 million was made into Homelink Healthcare Limited and a further follow-on investment of £0.5 million was made into Rovco Limited.
The Board and the Manager are confident that a number of new and follow‑on investments can be achieved this year, particularly with the increased investment activity noted above. Details of each of these new, existing and former portfolio companies can be found in the Manager’s Review.
The Manager continues to see a strong pipeline of potential investments sourced through its regional networks and well developed relationships with advisers and the SME community; however, it is also focused on supporting the existing portfolio through the pandemic. Following the successful fundraises launched in May 2017 and June 2018 as well as the ongoing January 2022 offer, the Company is in a position to fully support the portfolio, where appropriate, and exploit potential attractive investment opportunities.
At the date of this report, the Company has raised gross funds of £3.0 million, all of which has been raised post year end, as detailed in the post-balance sheet events note 20 of the Annual Report and Accounts. We would like to thank those existing Shareholders who have already supported this offer and welcome all new Shareholders to the Company.
In advance of the post year end allotment on 11 March 2022, the Board announced that the unaudited NAV as at 28 February 2022 was 67.6p per share.
Responsible investing
The analysis of environmental, social and governance (“ESG”) issues is embedded in the Manager’s investment process and these factors are considered key in determining the quality of a business and its long-term success. Central to the Manager’s responsible investment approach are five ESG principles that are applied to evaluate investee companies, acquired since May 2018, throughout the lifecycle of their investment, from their initial review and acquisition to their final sale. Every year, these portfolio companies are assessed and progress measured against these principles. More detailed information about the process can be found on page 34 of the Manager’s Review in the Annual Report and Accounts.
Dividends
An interim dividend of 4.2p per share was declared on 20 May 2021 based on an ex-dividend date of 3 June 2021 and a record date of 4 June 2021. The dividend was paid on 18 June 2021.
As noted in the prior Annual Report and Accounts and in light of the change in portfolio towards earlier stage, higher risk companies as required by the new VCT rules, the Board felt it prudent to adjust the dividend policy towards a targeted annual dividend yield of 5% of NAV per annum. The Board and the Manager hope that this may be enhanced by additional “special” dividends as and when particularly successful portfolio exits are made. The impact of COVID-19 will be taken into consideration when the Board considers dividends in the near term.
Buybacks
The Board is pleased to have achieved an average discount across all buybacks of 7.5% to the Net Asset Value per share in the year, but continues to have an objective of achieving and maintaining buybacks at a discount of 5% over the medium term, subject to market conditions.
Shareholder communication
We were disappointed that we were not able to meet with Shareholders in person in 2021 as a result of the travel restrictions imposed due to the pandemic. As an alternative, Shareholders were invited to our virtual AGM in July, as well as an online investor forum facilitated by the Manager in June.
We appreciate how popular such events are with our investors and hope to hold similar events in person if considered safe to do so. Details of any such future events will be communicated to investors.
Board composition
The Board continues to review its own performance and undertakes succession planning to maintain an appropriate level of independence, experience, diversity and skills in order to be in a position to discharge all its responsibilities.
Annual General Meeting
The Company’s Annual General Meeting will take place on 9 June 2022 at 1.00pm and we look forward to meeting as many of you as possible in person, providing rules permit. Please refer to the formal notice on pages 85 to 88 of the Annual Report and Accounts for further details in relation to the format of this year’s meeting, including remote attendance. We would encourage those of you who are unable to attend in person or virtually to submit your votes by proxy ahead of the deadline of 1.00pm on 7 June 2022 and to forward any questions by email to InvestorRelations@foresightgroup.eu in advance of the meeting.
Outlook
The persisting uncertainty over the full impact of COVID-19 and the ongoing changes related to Brexit create truly exceptional challenges for every business. The Company invests primarily in developing companies which by their nature benefit from general economic growth and the current environment places considerable demands upon them and their management teams. The Manager’s private equity team is well aware of the management and business needs of each of the companies in the investment portfolio and is working closely with them to help them progress during these testing times.
It is likely that there will continue to be bumps in the road due to COVID-19, the economy and inflation. Notwithstanding this, the Board and the Manager have been impressed by the resilience shown by the significant majority of the Company’s investments and are optimistic that the existing portfolio has potential to add value once the virus has been successfully contained.
The Russian invasion of Ukraine has brought further pressure on inflation and energy prices, as well as the potential for further market turmoil and increased cyber risks. The Company’s portfolio has some direct exposure to Russia and Ukraine, but this remains manageable. The Manager is working closely with management teams to ensure scenario planning for a wider economic impact has been undertaken.
Whilst of continuing concern to the Board, the Manager and portfolio companies, the impact of the crisis has not been considered material to the overall portfolio. This can be seen in the 2.2% reduction in the unaudited NAV per share of 67.6p as at 28 February 2022, announced 10 March 2022, compared to the NAV per share of 69.1p as at the date of this report.
Raymond Abbott
Chair
28 April 2022
Manager’s review
As at 31 December 2021 the Company’s portfolio comprised 39 investments with a total cost of £64.6 million and a valuation of £115.2 million.
Portfolio summary
The portfolio is diversified by sector, transaction type and maturity profile. Details of the ten largest investments by valuation, including an update on their performance, are provided on pages 20 to 24 of the Annual Report and Accounts.
During the year there was an increase in the value of existing investments of £22.3 million, new and follow-on investments of £13.2 million and four disposals which returned £12.7 million. This resulted, in aggregate, in an increase in the value of the portfolio of £22.8 million. Overall, the portfolio has performed well as markets reopened following the impact of COVID-19.
In line with the Board’s strategic objectives, the Investment Manager remains focused on growing the Company through further development of NAV whilst paying an annual dividend to Shareholders of at least 5% of the NAV per share. In the year, net assets increased 11.3% to £133.2 million and an annual dividend of at least 5% of the NAV per share as at 31 December 2020 was paid, meaning that the Company successfully met these objectives.
New investments
The Investment Manager was able to meet prospective companies in person again, an important part of assessing investments and developing relationships with management teams. Many management teams have successfully steered their businesses through the pandemic whilst developing clearer medium and longer‑term growth plans. The Manager has also invested further in its origination capabilities and identified a large number of appropriate investment opportunities during the year.
Over the course of 2021, six new investments were completed; a total investment of £10 million. Behind these, there continues to be a strong pipeline of opportunities that Foresight expects to convert during the next 12 months.
Additive Manufacturing Technologies
In June 2021, the Company invested £1.7 million into Additive Manufacturing Technologies (“AMT”), which manufactures systems that automate the post-processing of 3D printed parts. AMT originally received seed funding from Foresight Williams EIS in September 2019. The additional investment, made alongside further investment from Foresight Williams and other institutions, will be used to further accelerate its commercial progress.
Hexarad Group
In June 2021, the Company invested £0.85 million into Hexarad Group, an early-stage, high-growth healthcare technology company, providing teleradiology services to NHS Trusts and UK private healthcare customers. Headquartered in London, the company was founded in 2016 by a team of NHS consultant radiologists and differentiates itself through its clinical leadership and technology-led proposition. The investment into Hexarad Group will enable the company to support more NHS and private healthcare customers and further improve how they use the technology which is core to its customer and radiologist experience.
NorthWest EHealth
In June 2021, the Company invested £1.5 million into NorthWest EHealth, which provides software and services to the clinical trials market, allowing pharmaceutical companies and contract research organisations to conduct feasibility studies, recruit patients and run trials. The investment will be used to expand the current data network, enabling the company to support a larger number of trials at a global level, increase product development and expand the sales and marketing team to help build long-term, strategic relationships.
Callen-Lenz Associates
In August 2021, the Company made a £2.4 million investment into Callen-Lenz Associates, a developer, designer and manufacturer of high performance unmanned aerial vehicles (“UAVs”) as well as components and navigation and communication software for UAVs. Callen-Lenz Associates delivers research and development contracts for large public and private sector clients, which create regulatory-approved technologies that are made into products and sold to other commercial customers. Founded in 2007, it has four revenue segments: research and development, hardware, software and services which are mutually supportive to clients as they move through the design and sales process with the engineering team. The investment will enable Callen-Lenz Associates to scale the business through new hires in key operating and engineering functions.
Newsflare
In December 2021, the Company invested £2.0 million into Newsflare, a marketplace for the monetisation of user generated video (“UGV”) and which currently has one of the largest fully rights cleared video libraries in the world, with over 244,000 licensable videos on its platform. Newsflare was founded in 2011 and is headquartered in London, with staff in Los Angeles, New York and a technology team in Bulgaria. This investment will allow the company to focus on building its video library, attract new customers by expanding the sales and marketing teams as well as improving their platform and technology.
Crosstown Dough
In December 2021, the Company invested £1.5 million into Crosstown Dough, a premium sweet treat brand offering a range of doughnuts, recently complemented by cookies and ice cream, with a growing vegan offering. Founded in 2014, it has 14 bricks-and-mortar stores and 12 market stalls and food trucks, plus its goods are sold online through its website, providing customers with an on‑demand or pre-order delivery service, which traded well during the pandemic. The investment will support the further rollout of the retail network as well as growing the digital, wholesale and corporate/events revenue streams.
HomeLink Healthcare Limited
Post year end, in March 2022, £1.1 million of growth capital was invested into HomeLink Healthcare, a specialist provider of Hospital-at-Home and Virtual Ward services. The company employs highly qualified and experienced nurses and rehabilitation teams to provide services to patients in their own homes, through contracts with the NHS. These services deliver a range of clinical interventions, including wound care, intravenous therapies, physiotherapy, and rehabilitation. The clinical services offered alleviate pressure on the NHS by freeing up vital bed space, saving time and reducing costs.
Follow-on investments
Foresight had expected that more portfolio companies would need additional capital to support them through continued difficult trading conditions resulting from the lockdown, driving an increase in follow-on investment. However, the portfolio has remained relatively resilient, supported by the Investment Manager.
Foresight made follow-on investments into five companies during 2021, totalling £3.2 million. Further details of each of these are provided below.
The additional equity injections in the period were mainly used to support each company’s further growth plans, such as launching new products or to expand into new markets. As markets continue to open up, the Manager remains cautiously optimistic about the health of the rest of the portfolio and the need for follow-on funding over the coming months.
Clubspark
In March 2021, Clubspark, a software platform that provides sports clubs and centres with the ability to manage operations such as court and equipment booking, received a £1.0 million follow-on investment from the Company. The investment will be used to push further into international markets, including the US.
Biotherapy Services
In July 2021, a follow-on investment of £0.75 million was made into Biotherapy Services (“BTS”), a leading pharmaceutical biotech company. BTS has developed a wound care treatment for diabetic foot ulcers and the additional funds will be used to support its clinical development through trials.
Vio Healthtech (formerly Fertility Focus)
In August 2021, a £0.15 million follow-on investment was made into Vio Healthtech, a leading fertility monitoring technology company that has developed registered medical devices that enable women to predict ovulation. The funding will be used to support a new product launch over the next 12 months.
Fourth Wall Creative
In November 2021, an additional £0.9 million was invested into Fourth Wall Creative (“FWC”). FWC designs, procures and fulfils branded merchandise for use in membership welcome packs, season-ticket presentation boxes and hospitality gifts for sports clubs and organisations, predominantly football clubs in the UK, but increasingly cricket and rugby clubs. The investment will be used to invest further in its technology to enable the company to add more customers, allowing it to secure long-term licence agreements with sports teams to directly engage with the fans on their behalf. This will allow FWC to drive fan engagement on behalf of the clubs.
Ten Health & Fitness
In December 2021, Ten Health, a multi-site operator in the boutique health, wellbeing and fitness market, received an additional investment of £0.4 million. The funding will be used for the rollout strategy of more sites as consumers return to in-person studio offerings, with an increased focus on health and wellbeing.
Rovco Limited
Post year end, in March 2022, Rovco received a £0.5 million follow-on growth capital investment, part of a funding round totalling £15.2 million. Rovco is a leading provider of autonomy and cloud managed robotics for subsea surveys in offshore wind and oil field decommissioning. The investment will allow Rovco, and its technology division Vaarst, to further tech development and continue global expansion to Austin, Texas and Tokyo, Japan, as well as increasing its presence across Europe.
Realisations
The M&A climate has been robust in certain sectors, particularly in healthcare, technology and ecommerce. Foresight continues to engage with a range of potential acquirers of several portfolio companies, with demand for these high-growth businesses demonstrated by both private equity and trade buyers.
FFX Group
In January 2021, the Company successfully sold its investment in FFX Group, one of the UK’s largest multi‑channel, independent suppliers of high-quality power tools, fixings and building supplies. The transaction generated proceeds of £5.7 million at completion and the Company will receive up to £0.2 million of deferred consideration after 18 months, subject to certain conditions. This generated a cash-on‑cash return of 4.3x the initial investment of £1.4 million, made in October 2015, which is equivalent to an IRR of c.32%. During the investment period, FFX opened a new 60,000 sq ft distribution centre and a new head office in Kent. The business updated its brand and launched an extensive range of its own products. During the Company’s investment, FFX more than tripled revenues and increased headcount by over 125.
Ixaris Systems
In August 2021, the Company sold its holding in Ixaris, an award-winning leader in B2B travel payment technology, to Nium, a global B2B payments platform based in Singapore, resulting in proceeds of c.£2.4 million with an additional deferred amount of £0.3 million representing a return of 1.3x initial cost. Ixaris’ main product is a pre‑paid debit card providing flexible funding and payment methods. Ixaris has clients in over 50 countries, ranging from the world’s largest travel brands to independent travel agencies.
The decision was made to exit this investment as it would likely have needed considerable further investment to continue trading given the depressed travel industry. Without a clear timeline on market recovery, a process was undertaken to find the best acquirer for Ixaris led by a new Executive Chair brought in with Foresight’s support.
Since investment, the Manager helped recruit key senior team members as well as helping the business establish partnerships with Visa and Mastercard and increase headcount by over 75.
Mologic
In July 2021, the Company successfully sold its investment in Mologic, a health diagnostics company providing both contract research services for clients and developing its own range of proprietary point-of-care diagnostics products. It was sold to Global Access Health, a not-for-profit company financed by the Soros Economic Development Fund, the impact investing arm of the Open Society Foundations, and a group of other philanthropic organisations and investors. The proceeds of £3.2 million including deferred consideration equals a return multiple of 3.1x, reflecting an IRR of c.38%. During the investment period, the Mologic team had worked with the Manager to strengthen the business and develop the product portfolio, increasing turnover by over 165% and employee numbers by over 40%. The business has also developed a presence in the US, opening an office on the East Coast, and also a manufacturing partnership in West Africa.
Accrosoft
In October 2021, the Company completed the sale of Accrosoft, a recruitment and employee onboarding software company, to Acendre Technologies Inc., an HR software business headquartered in the US. One of its main products is Vacancy Filler (“VF”), software which streamlines talent acquisition and recruitment management for organisations. It helps millions of candidates to apply for jobs easily and empowers recruiters and hiring managers to recruit better and faster. Acendre and Accrosoft’s VF product are complementary businesses and by joining forces they will be able to offer a recruitment and HR management software platform across a much wider customer base as well as establishing a presence in Europe.
Prior to the sale of Accrosoft, its subsidiary, Weduc, was spun out, with the Company retaining its 8.6% shareholding. Weduc is a leading communication platform sold into the education sector and was initially launched in 2017. The company has grown significantly since Foresight’s original investment, doubling its customer numbers over the past year.
This transaction generated proceeds of £1.9 million, which represents a return of 1.8x and IRR of 25.9% over a period of three years, with further upside possible given the ongoing investment in Weduc.
Realisations in the year ended 31 December 2021
| Accounting | Valuation at | ||||
| cost at date | Realised | 31 December | |||
| of disposal | Proceeds | gain/(loss) | 2020 | ||
| Company | Detail | (£) | (£) | (£) | (£) |
| FFX Group Limited | Full disposal | 1,372,002 | 5,651,756 | 4,279,754 | 5,723,459 |
| Mologic Ltd. | Full disposal | 1,059,000 | 2,732,940 | 1,673,940 | 2,202,147 |
| Entropay Limited (formerly Ixaris Systems Ltd) | Full disposal | 3,479,188 | 2,441,478 | (1,037,710) | 1,388,932 |
| Accrosoft Limited | Partial disposal | 1,026,250 | 1,873,640 | 847,390 | 1,469,901 |
| Total disposals | 6,936,440 | 12,699,814 | 5,763,374 | 10,784,439 |
Pipeline
At 31 December 2021, the Company had cash reserves of £17.1 million, which will be used to fund new and follow-on investments, buybacks and running expenses. Foresight is seeing its pipeline of potential investments grow and has a number of opportunities under exclusivity or in due diligence, which it continues to progress.
The onset of COVID-19 and the resulting economic downturn resulted in lower new investment activity in 2020 while 2021 saw an increased flow of opportunities as restrictions changed throughout the year. Depending on the length and severity of any potential COVID-19 variants and associated restrictions, Foresight expects to see a higher proportion of the Company’s deployment focused on new investments in the short to medium term.
As the economy recovers from the worst effects of the virus, Foresight expects the demand for funding to increase. However, given reasonably high levels of liquidity in the market, investment opportunities are likely to be reasonably competitive. Therefore, Foresight remains focused on using its direct origination strategy to identify off-market companies and supplement traditional sources of deal flow.
Key portfolio developments
Overall, the value of unquoted investments held rose by £22.8 million in the year, driven by deployment of £13.2 million and an increase of £22.3 million in the value of existing investments, offset by realisations of £12.7 million.
Material changes in valuation, defined as increasing or decreasing by £1.0 million or more since 31 December 2020, are detailed below. Updates on these companies are included above, or in the Top Ten Investments section on pages 20 to 24 of the Annual Report and Accounts.
Key valuation changes in the year
| Valuation | ||
| change | ||
| Company | Valuation methodology | (£) |
| Specac International Limited | Discounted earnings multiple | 4,076,456 |
| TFC Europe Limited | Discounted earnings multiple | 3,790,499 |
| TLS Holdco Limited (formerly Galinette Limited) | Net assets | 2,620,430 |
| Hospital Services Group Limited | Discounted earnings multiple | 2,452,563 |
| Roxy Leisure Ltd | Discounted earnings multiple | 2,450,148 |
| Aerospace Tooling Corporation Limited | Discounted earnings multiple | 1,300,990 |
| NorthWest EHealth Limited | Discounted revenue multiple | 1,177,901 |
| Innovation Consulting Group Limited | Discounted earnings multiple | 1,127,075 |
| Datapath Group Limited | Discounted earnings multiple | (1,506,801) |
| Biofortuna Ltd | Discounted revenue multiple | (1,589,453) |
Outlook
The direct impact of COVID-19 is gradually receding but the combination of loose fiscal policy and relaxation of restrictions globally is resulting in other challenges for businesses. In the UK, the success of the vaccination rollout has enabled the Government to remove restrictions and now “live with the virus”. There is an expectation that the UK’s return to normal should continue at least until next winter. This, combined with the gradual easing of COVID-19 related border security measures, will provide a welcome boost to hospitality, travel and leisure. The Manager remains cautiously optimistic but will keep the situation under review and will support the portfolio as required at the first sign of any relapse caused by new emerging COVID-19 variants.
The gradual opening up of the global economy and the consequential increase in demand for resources and staff are putting pressure on supply chains and resulting in staffing concerns across some industries. Several of Foresight Group’s portfolio companies have been impacted by the global computer chip shortage amongst other raw material price rises and delays in delivery. Businesses are also struggling with both staff retention and hiring new staff as the number of vacancies in the market is driving both churn and wage inflation. However, such is the demand in several markets, many companies are successfully passing cost increases on to the end customer, protecting margins but adding to the global consumer squeeze.
Hospitality, which had a particularly torrid 2020, enjoyed a strong summer 2021 and festive period, as consumers relieved pent-up demand and returned to a pre-pandemic trend of increased levels of experiential spend. This has resulted in positive results at portfolio companies including Roxy Leisure. Similarly, technology businesses with clear revenue visibility and a differentiated product, and healthcare services businesses, continue to trade strongly and are the current focus of the Manager’s origination efforts.
Inflation across the western world is at levels that have not been seen for many years. The majority of Foresight Group’s portfolio CEOs and finance directors have worked in a high inflation environment and the Manager is encouraging a prudent approach to cost inflation and supply chain management and requesting scenario analyses to model the impact of medium-term inflation on margins.
The Russian invasion of Ukraine, in recent weeks, has brought further pressure on inflation and energy prices, as well as the potential for further market turmoil and increased cyber risks. The Company’s portfolio has some direct exposure to Russia and Ukraine, but this remains manageable. We are working closely with management teams to ensure scenario planning for a wider economic impact has been undertaken.
The Manager is pleased with the overall performance of the portfolio over the past 12 months, especially in these challenging times, and looks forward to a further improvement as conditions return to normal.
During the pandemic, in addition to taking advantage of the Coronavirus Job Retention (or “furlough”) Scheme, many small businesses turned to Government-supported debt facilities including “Bounce Back Loans”, the Future Fund and the Coronavirus Business Interruption Loan Scheme. As companies come to the end of their repayment holidays, the drain on operating cash flow of interest and capital repayments is making companies look to alternative sources of funding for support or growth which should support VCT deal flow.
Global equity markets are currently highly volatile with a number of lockdown “winners” such as Amazon, Peloton and Netflix beginning to lose their shine, whilst mining stocks and traditional sectors including banking and utilities are showing record profits. The threat of war in Europe is looming over capital markets; however, M&A activity remains relatively buoyant and both international buyers and domestic investors have high levels of deployable capital which should provide support for a continued steady flow of realisations.
Notwithstanding the continued uncertainty, the Manager expects to see a sustained high level of activity from UK companies seeking growth capital, given VCTs remain an attractive source of capital for entrepreneurs.
Russell Healey
Partner and Head of Private Equity
Foresight Group LLP
28 April 2022
Income statement
for the year ended 31 December 2021
| Year ended 31 December 2021 | Nine months ended 31 December 20201 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Realised gains/(losses) on investments | — | 5,763 | 5,763 | — | (623) | (623) |
| Investment holding gains | — | 17,449 | 17,449 | — | 20,372 | 20,372 |
| Income | 1,408 | — | 1,408 | 67 | — | 67 |
| Investment management fees | (604) | (1,812) | (2,416) | (434) | (1,301) | (1,735) |
| Other expenses | (627) | — | (627) | (490) | — | (490) |
| Return/(loss) on ordinary activities before taxation | 177 | 21,400 | 21,577 | (857) | 18,448 | 17,591 |
| Taxation | — | — | — | — | — | — |
| Return/(loss) on ordinary activities after taxation | 177 | 21,400 | 21,577 | (857) | 18,448 | 17,591 |
| Return/(loss) per share | 0.1p | 11.1p | 11.2p | (0.4)p | 9.5p | 9.1p |
- The Company changed its accounting reference date from 31 March to 31 December. Given this change, the comparative results shown in this report are for the nine months ended 31 December 2020.
The total columns of this statement are the profit and loss account of the Company and the revenue and capital columns represent supplementary information.
All revenue and capital items in the above Income Statement are derived from continuing operations. No operations were acquired or discontinued in the period.
The Company has no recognised gains or losses other than those shown above, therefore no separate statement of total comprehensive income has been presented.
The Company has only one class of business and one reportable segment, the results of which are set out in the Income Statement and Balance Sheet.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted earnings per share figures are relevant. The basic and diluted earnings per share are, therefore, identical.
The notes on pages 70 to 84 of the Annual Report and Accounts form part of these financial statements.
Reconciliation of movements in Shareholders’ funds
| Share | Capital | ||||||
| Year ended | Called-up | premium | redemption | Distributable | Capital | Revaluation | |
| 31 December | share capital | account | reserve | reserve1 | reserve1 | reserve | Total |
| 2021 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| As at 1 January 2021 | 1,939 | 67,458 | 523 | 68,307 | (51,914) | 34,041 | 120,354 |
| Share issues in the year2 | 15 | 918 | — | — | — | — | 933 |
| Expenses in relation to share issues3 | — | (51) | — | — | — | — | (51) |
| Repurchase of shares | (26) | — | 26 | (1,481) | — | — | (1,481) |
| Cancellation of share premium | — | (15,329) | — | 15,329 | — | — | — |
| Realised gains on disposal of investments | — | — | — | — | 5,763 | — | 5,763 |
| Investment holding gains | — | — | — | — | — | 17,449 | 17,449 |
| Dividends paid | — | — | — | (8,086) | — | — | (8,086) |
| Management fees charged to capital | — | — | — | — | (1,812) | — | (1,812) |
| Revenue return for the year | — | — | — | 177 | — | — | 177 |
| As at 31 December 2021 | 1,928 | 52,996 | 549 | 74,246 | (47,963) | 51,490 | 133,246 |
| Share | Capital | ||||||
| Nine months ended | Called-up | premium | redemption | Distributable | Capital | Revaluation | |
| 31 December | share capital | account | reserve | reserve1 | reserve1 | reserve | Total |
| 2020 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| As at 1 April 2020 | 1,948 | 79,443 | 503 | 63,127 | (49,990) | 13,669 | 108,700 |
| Share issues in the period2 | 11 | 578 | — | — | — | — | 589 |
| Expenses in relation to share issues3 | — | (28) | — | — | — | — | (28) |
| Repurchase of shares | (20) | — | 20 | (1,085) | — | — | (1,085) |
| Cancellation of share premium | — | (12,535) | — | 12,535 | — | — | — |
| Realised losses on disposal of investments | — | — | — | — | (623) | — | (623) |
| Investment holding gains | — | — | — | — | — | 20,372 | 20,372 |
| Dividends paid | — | — | — | (5,413) | — | — | (5,413) |
| Management fees charged to capital | — | — | — | — | (1,301) | — | (1,301) |
| Revenue loss for the period | — | — | — | (857) | — | — | (857) |
| As at 31 December 2020 | 1,939 | 67,458 | 523 | 68,307 | (51,914) | 34,041 | 120,354 |
- Reserve is available for distribution; total distributable reserves at 31 December 2021 total £26,283,000 (2020: £16,393,000).
- Relating to the dividend reinvestment scheme.
- Expenses in relation to share issues relate to trail commission for prior years’ fundraising.
The notes on pages 70 to 84 of the Annual Report and Accounts form part of these financial statements.
Balance sheet
at 31 December 2021
Registered number: 03506579
| As at | As at | |
| 31 December | 31 December | |
| 2021 | 2020 | |
| £’000 | £’000 | |
| Fixed assets | ||
| Investments held at fair value through profit or loss | 115,238 | 92,441 |
| Current assets | ||
| Debtors | 1,028 | 162 |
| Cash and cash equivalents | 17,113 | 27,862 |
| 18,141 | 28,024 | |
| Creditors | ||
| Amounts falling due within one year | (133) | (111) |
| Net current assets | 18,008 | 27,913 |
| Net assets | 133,246 | 120,354 |
| Capital and reserves | ||
| Called-up share capital | 1,928 | 1,939 |
| Share premium account | 52,996 | 67,458 |
| Capital redemption reserve | 549 | 523 |
| Distributable reserve | 74,246 | 68,307 |
| Capital reserve | (47,963) | (51,914) |
| Revaluation reserve | 51,490 | 34,041 |
| Equity Shareholders’ funds | 133,246 | 120,354 |
| Net Asset Value per share | 69.1p | 62.1p |
The financial statements were approved by the Board of Directors and authorised for issue on 28 April 2022 and were signed on its behalf by:
Raymond Abbott
Chair
28 April 2022
The notes on pages 70 to 84 of the Annual Report and Accounts form part of these financial statements.
Cash flow statement
for the year ended 31 December 2021
| Year | Nine months | |
| ended | ended | |
| 31 December | 31 December | |
| 2021 | 2020 | |
| £’000 | £’000 | |
| Cash flow from operating activities | ||
| Loan interest received from investments | 346 | 136 |
| Dividends received from investments | 1,022 | — |
| Deposit and similar interest received | 2 | 28 |
| Investment management fees paid | (2,416) | (1,283) |
| Secretarial fees paid | (161) | (119) |
| Other cash payments | (447) | (349) |
| Net cash outflow from operating activities | (1,654) | (1,587) |
| Cash flow from investing activities | ||
| Purchase of investments | (13,163) | (6,532) |
| Net proceeds on sale of investments | 12,700 | 46 |
| Net cash outflow from investing activities | (463) | (6,486) |
| Cash flow from financing activities | ||
| Expenses of fundraising | (36) | (28) |
| Repurchase of own shares | (1,444) | (1,085) |
| Equity dividends paid | (7,152) | (4,824) |
| Net cash outflow from financing activities | (8,632) | (5,937) |
| Net outflow of cash for the period | (10,749) | (14,010) |
| Reconciliation of net cash flow to movement in net funds | ||
| Decrease in cash and cash equivalents for the period | (10,749) | (14,010) |
| Net cash and cash equivalents at start of period | 27,862 | 41,872 |
| Net cash and cash equivalents at end of period | 17,113 | 27,862 |
Analysis of changes in net debt
| At | At | ||
| 1 January | 31 December | ||
| 2021 | Cash flow | 2021 | |
| £’000 | £’000 | £’000 | |
| Cash and cash equivalents | 27,862 | (10,749) | 17,113 |
The notes on pages 70 to 84 of the Annual Report and Accounts form part of these financial statements.
Notes
1. These are not statutory accounts in accordance with S436 of the Companies Act 2006. The full audited accounts for the year ended 31 December 2021, which were unqualified and did not contain statements under S498(2) of the Companies Act 2006 or S498(3) of the Companies Act 2006, will be lodged with the Registrar of Companies. Statutory accounts for the year ended 31 December 2021 including an unqualified audit report and containing no statements under the Companies Act 2006 will be delivered to the Registrar of Companies in due course.
2. The audited Annual Financial Report has been prepared on the basis of accounting policies set out in the statutory accounts of the Company for the year ended 31 December 2021. All investments held by the Company are classified as ‘fair value through the profit and loss’. Unquoted investments have been valued in accordance with IPEV guidelines. Quoted investments are stated at bid prices in accordance with the IPEV guidelines and Generally Accepted Accounting Practice.
3. Copies of the Annual Report will be sent to shareholders and can be accessed on the following website: www.foresightenterprisevct.com
4. Net Asset Value per share
Net Asset Value per share is based on net assets at the end of the year of £133,246,000 (2020: £120,354,000) and on 192,806,963 (2020: 193,859,213) shares, being the number of shares in issue at that date.
5. Return per share
| Nine months | ||
| Year ended | ended | |
| 31 December | 31 December | |
| 2021 | 2020 | |
| £’000 | £’000 | |
| Total profit after taxation | 21,577 | 17,591 |
| Total profit per share (note a) | 11.2p | 9.1p |
| Revenue profit/(loss) from ordinary activities after taxation | 177 | (857) |
| Revenue profit/(loss) per share (note b) | 0.1p | (0.4)p |
| Capital profit from ordinary activities after taxation | 21,400 | 18,448 |
| Capital profit per share (note c) | 11.1p | 9.5p |
| Weighted average number of shares in issue in the period | 193,445,500 | 194,099,123 |
Notes:
a) Total profit per share is total profit after taxation divided by the weighted average number of shares in issue during the period.
b) Revenue profit/(loss) per share is revenue profit/(loss) after taxation divided by the weighted average number of shares in issue during the period.
c) Capital profit per share is capital profit after taxation divided by the weighted average number of shares in issue during the period.
6. Annual General Meeting
The Annual General Meeting of the Company will be held at the offices of Foresight Group LLP, The Shard, 32 London Bridge Street, SE1 9SG on 9 June 2022 at 1.00pm. Details will be published on both the Company’s and the Manager’s website at www.foresightenterprisevct.com.
7. Income
| Year | Nine | |
| ended | months ended | |
| 31 December | 31 December | |
| 2021 | 2020 | |
| £’000 | £’000 | |
| Dividends receivable | 1,025 | — |
| Loan stock interest | 381 | 19 |
| Deposit and similar interest received | 2 | 28 |
| Other income | — | 20 |
| 1,408 | 67 |
8. Investments held at fair value through profit or loss
| 31 December | 31 December | |
| 2021 | 2020 | |
| £’000 | £’000 | |
| Unquoted investments | 115,238 | 92,441 |
| £’000 | ||
| Book cost at 1 January 2021 | 58,400 | |
| Investment holding gains | 34,041 | |
| Valuation at 1 January 2021 | 92,441 | |
| Movements in the year: | ||
| Purchases at cost | 13,163 | |
| Disposal proceeds1 | (12,700) | |
| Realised gains | 5,763 | |
| Investment holding gains2 | 16,571 | |
| Valuation at 31 December 2021 | 115,238 | |
| Book cost at 31 December 2021 | 64,626 | |
| Investment holding gains | 50,612 | |
| Valuation at 31 December 2021 | 115,238 |
- The Company received £12,700,000 (2020: £46,000) from the disposal of investments during the year. The book cost of these investments when they were purchased was £6,937,000 (2020: £669,000). These investments have been revalued over time and until they were sold any unrealised gains or losses were included in the fair value of the investments.
- Investment holding gains in the Income Statement include the deferred consideration debtor of £878,000 with £72,000 relating to FFX Group Limited, £525,000 relating to Mologic Ltd., £249,000 relating to Ixaris Systems Limited and £32,000 relating to Accrosoft Limited.
9. Related party transactions
No Director has an interest in any contract to which the Company is a party other than their appointment and payment as Directors.
10. Transactions with the Manager
Foresight Group LLP was appointed as Manager in January 2020 and earned fees of £2,416,000 in the year ended 31 December 2021 (nine months ended 31 December 2020: £1,735,000). No performance fee was paid or accrued for the year (nine months ended 31 December 2020: £nil).
Foresight Group LLP is the Company Secretary (appointed in November 2017) and received accounting and company secretarial services fees of £161,000 during the year (nine months ended 31 December 2020: £119,000).
At 31 December 2021, the amount due to Foresight Group LLP was £nil (2020: £nil).
No amounts have been written off in the year in respect of debts due to or from the Manager.
END
For further information please contact:
Gary Fraser, Foresight Group: 020 3667 8181
