TIDMBSC
RNS Number : 5619T
British Smaller Companies VCT2 Plc
20 March 2023
British Smaller Companies VCT2 plc
Annual Financial Report Announcement
for the year ended 31 December 2022
British Smaller Companies VCT2 plc (the "Company") today
announces its audited results for the year ended 31 December
2022.
HIGHLIGHTS
l 5.0 per cent return on opening net assets, driven by positive
realisations and strong underlying revenue growth in portfolio
companies.
l Total Return increased by 3.1 pence to 142.6 pence per
share.
l Net asset value at 31 December 2022 of 61.6 pence per share
(2021: 61.5 pence per share).
l Realisations generated total proceeds of GBP12.9 million
in the year, a gain of GBP3.6 million over the opening
carrying value and GBP4.1 million over cost.
l Six new investments and nine follow-on investments totalling
GBP16.3 million completed during the year. One new investment
of GBP2.4 million made subsequent to the year end.
l Total dividends paid during the year ended 31 December
2022 of 3.0 pence per share (2021: 8.0 pence per share),
bringing total cumulative dividends paid since inception
to 81.0 pence per ordinary share at 31 December 2022 (2021:
78.0 pence per ordinary share).
l Special dividend of 2.25 pence per share paid on 11 January
2023 taking the adjusted net asset value to 59.35 pence
per share and cumulative dividends paid to date to 83.25
pence per share.
l GBP24.2 million raised in fully subscribed September 2021
offer, with shares allotted at the beginning of the year.
Gross Applications of GBP23.5 million received to date
in relation to November 2022 offer, with shares to be allotted
in early April 2023.
l The Board is declaring an interim dividend of 1.5 pence
per share in respect of the year ending 31 December 2023.
The dividend will be paid on 26 June 2023 to shareholders
on the register on 12 May 2023.
Chairman's Statement
I am pleased to present the 2022 annual report and financial
statements of British Smaller Companies VCT2 plc ("BSC2" or "the
Company"), highlighting another year of resilience from the Company
in a challenging economic environment.
The past twelve months has seen the continued trend of high
inflation driving up interest rates, with consumers struggling with
rising costs of energy, food and other goods and services. The
higher interest rate environment has in turn fed through into a
cooling of sentiment towards growth-focused investments, reducing
valuations of many publicly listed companies.
In light of these conditions, the robust performance of BSC2 is
all the more pleasing, with the Company generating a 5.0 per cent
return on its opening Net Asset Value in the year. In contrast, the
FTSE Small Cap has fallen by 16.3 per cent over the same period,
while the Share Price Total Return for an index of generalist VCTs
which are members of the AIC has reduced by 4.2 per cent. The
Company is now ranked second across all generalist VCTs when
considering a blended average performance ranking over 1, 3, 5 and
10 years.
Two factors have driven this solid outcome. First, the Company
achieved three strong exits from portfolio companies in the year,
all at significant uplifts from where the companies were valued at
the start of the year. Second, despite softer public markets
resulting in reduced valuations multiples, the Company's underlying
portfolio companies are continuing to grow; the ten largest
investments in the portfolio are currently growing revenues at an
average of c.51 per cent a year. This has helped to offset
decreases in valuations, contributing to the Company's positive
return.
Financial Performance
In 2022, the Company delivered a 3.1 pence per ordinary share
increase in Total Return, which as noted above is equivalent to 5.0
per cent of the opening net asset value at 31 December 2021. Total
Return is now 142.6 pence per ordinary share.
This was driven by the investment portfolio, which generated a
return of GBP7.9 million, 11.2 per cent over its opening value, of
which GBP3.6 million was realised and GBP4.3 million unrealised.
New and follow-on investments totalling GBP16.3 million were
completed.
Realisations in the Year
Realisations of investments generated total proceeds of GBP12.9
million, a gain of GBP3.6 million over the opening carrying value
and GBP4.1 million over the original cost. There were three
significant realisations in the year: Springboard and Intelligent
Office in September 2022 and Vuealta in December 2022.
The realisation of Springboard generated proceeds of GBP5.8
million, representing a capital profit over cost of GBP3.9 million,
an uplift of 46.0 per cent or GBP1.8 million on the carrying value
at the beginning of the year. Including income, the total return
from this investment was GBP6.6 million over a near eight year
holding period, producing an internal rate of return of 23 per cent
and a multiple of 4.1x cost. There is the prospect of further
consideration in 2023 based on performance targets; however no
value has been recognised relating to these potential payments at
this time.
The sale of Intelligent Office generated proceeds of GBP4.1
million, representing a capital profit over cost of GBP2.1 million
and an uplift of 29.0 per cent, or GBP0.9 million, on the carrying
value at the beginning of the year. Including income, the total
return from this investment was GBP5.0 million over an eight and a
half year holding period, producing an internal rate of return of
14 per cent and a multiple of 2.6x cost.
In December 2022, the Company completed the partial exit of its
investment in leading planning and forecasting software and
services business, Vuealta, through the sale of its fast-growing
software division to long-standing partner, Anaplan. The sale
generated proceeds of GBP3.1 million, 1.5x cost, and an uplift of
49 per cent or GBP1.0 million on the carrying value at the
beginning of the year (including further investments made in the
financial year prior to sale). The Company remains invested in the
core Vuealta consulting business to support its next phase of
growth. Further details on Vuealta are given in the case study on
page 24 of the annual report.
In addition, two investments, Arraco and Seven, which had
previously been fully provided for, were unable to recover any
value and were subsequently realised during the year.
Shortly after year-end, the Company realised its investment in
Wakefield Acoustics, generating a return of 1.5x cost. This was a
pleasing result, given the investment was valued at GBPnil just
nine months before, emphasising the need to support companies at
all stages through their growth journey.
New Investments
The Company invested GBP16.3 million in the year. Six new
investments were made in the year, totalling GBP8.1 million. In our
continued support of the portfolio, nine companies received
follow-on funding in the year, totalling GBP8.2 million in
aggregate. The new investments are:
Investment Sector
AutomatePro SaaS platform providing test-automation tools
for ServiceNow
-------------------------------------------------
Biorelate Medical data curation
-------------------------------------------------
Plandek DevOps analytics platform
-------------------------------------------------
Quality Clouds Quality control technology for low code software
solution s
-------------------------------------------------
Relative Insight AI-based text data analytics platform
-------------------------------------------------
Summize Contract lifecycle management software provider
-------------------------------------------------
Financial Results
During the year, the Board paid ordinary dividends of 3.0 pence
per ordinary share in respect of the year ended 31 December 2022,
bringing the cumulative dividends paid as at 31 December 2022 to
81.0 pence per ordinary share.
The movement in net asset value ("NAV") per ordinary share and
the dividends paid are set out in the table below:
Pence per ordinary GBP000
share
NAV at 31 December 2021 61.5 87,375
Increase in value 2.3 4,287
Gain on disposal of investments 2.0 3,586
----------- -------- ------- ----------
Net underlying change in investment
portfolio 4.3 7,873
Net operating costs (0.5) (985)
Incentive fee (0.4) (635)
----------- -------- ------- ----------
Total Return in period 3.4 6,253
Issue/buy-back of new shares* (0.3) 23,685
NAV before the payment of dividends 64.6 117,313
Dividends paid (3.0) (5,444)
----------- -------- ------- ----------
NAV at 31 December 2022 61.6 111,869
Cumulative dividends paid 81.0
----------- -------- ------- ----------
at 31 December
Total Return: 2022 142.6
at 31 December
2021 139.5
---------------------- --------------------- ----------- -------- ------- ----------
* The allotment of shares from the 2021/22 fundraising reduces
total return per ordinary share as the fundraising was
priced at the 30 September 2021 NAV per ordinary share
but allotted shortly after 31 December 2021 for operational
reasons.
The charts on page 12 of the annual report show in greater
detail the movement in Total Return and Net Asset Value over
time.
The investments held at the beginning of the financial year,
amounting to GBP70.0 million, delivered a return over the year of
GBP7.9 million.
The current portfolio's net valuation increased by GBP4.3
million. Within this there were valuation gains of GBP10.8 million,
offset by GBP6.5 million of downward movements.
As anticipated by the impact of the changes to VCT regulations
in 2015, the composition of the portfolio continues to evolve
towards younger, higher growth companies which are reinvesting
earnings for further growth. This, along with the ongoing
realisation of earlier, more income-focused investments, results in
the reduction of the Company's ongoing income. However, helped by
the receipt of an ordinary dividend of GBP0.4 million from
Displayplan and the benefit of higher interest rates on cash
balances held, income in the year was GBP1.1 million, compared to
GBP0.7 million in the previous financial year. The trend of lower
ongoing income from the portfolio is expected to continue as the
proportion of new investments continues to grow, though this may be
offset by higher interest on cash deposits, at least in the short
term.
Shareholder Relations
The Annual General Meeting of the Company will be held at 2:30
pm on 15 June 2023 at 8-10 Hill Street, London, W1J 5NG. Full
details of the agenda for this meeting are included in the Notice
of the Annual General Meeting on page 90 of the annual report.
Dividends
Dividends paid in the year totalled 3.0 pence per ordinary
share. These comprised interim dividends of 3.0 pence per ordinary
share for the year ended 31 December 2022. Cumulative dividends
paid as at 31 December 2022 were 81.0 pence per ordinary share.
Following the realisations of Springboard and Intelligent
Office, a special dividend for the year ending 31 December 2023 of
2.25 pence per ordinary share was paid on 11 January 2023, to
shareholders on the register at 18 November 2022, increasing
cumulative dividends to date to 83.25 pence per ordinary share.
An interim dividend for the year ending 31 December 2023 of 1.5
pence per ordinary share will be paid on 26 June 2023, to
shareholders on the register at 12 May 2023.
Dividend Re-investment Scheme ("DRIS")
The Company operates a DRIS, which gives shareholders the
opportunity to re-invest any cash dividends; it is open to all
shareholders, including those who invested under the recent offers.
The main advantages of the DRIS are:
1 the dividends remain tax free; and
2 any DRIS investment attracts income tax relief at the rate of 30 per cent.
For the financial year ended 31 December 2022, GBP1.1 million
was re-invested by way of the DRIS, from overall dividend proceeds
of GBP5.4 million.
Liquidity and Fundraising
At 31 December 2022, the Company's cash reserves of GBP28.5
million represented 25.5 per cent of net assets; this includes
GBP24.2 million from the Company's 2021/22 fundraise, for which the
associated shares were allotted in January 2022.
Having previously assessed its expected cash requirements, the
Company announced a new share offer on 30 November 2022, alongside
British Smaller Companies VCT plc, with the intention of raising up
to GBP75 million, in aggregate which included an over-allotment
facility of GBP25 million, in aggregate. Gross Applications
exceeding GBP62.5 million have been received as at the date of this
report, of which GBP23.5 million relate to the Company. The related
allotment will take place in early April 2023.
Share Premium Cancellation
Following shareholder approval at a General Meeting, in March
2022, the Company cancelled the balance of its Share Premium,
GBP44.3 million, which was transferred to the Capital Reserve,
giving the Company greater flexibility to continue to pay regular
dividends to shareholders and to provide its periodic offer to buy
back shares from shareholders. As set out on under the Statement of
Changes in Equity, this will become available for distribution at
various times over the period to 1 January 2026.
Shareholder Relations
The shareholder workshop held on 29 June 2022 was well attended.
Attendees heard from economist and author Paul Collier; Ben
Hookway, CEO of Relative Insight, one of the Company's recent
investments; and Matthew Scullion of Matillion. The Matillion
interview and the slides from the event can be viewed on the
website www.bscfunds.com .
We also hosted an event by video platform on 1 December 2022,
which included presentations from Karen Barrett, CEO of Unbiased
and Sarim Khan, CEO of SharpCloud.
We are pleased to announce that the next in-person shareholder
workshop will be held jointly with British Smaller Companies VCT
Plc on 20 June 2023 at 1 Great George Street, Westminster, London
SW1 3AA.
The electronic communications policy continues to be a success,
with 82 per cent of shareholders now receiving communications in
this way. Documents such as the annual report are published on the
website www.bscfunds.com rather than by post, saving on printing
costs, as well as being more environmentally friendly.
The Company's website, www.bscfunds.com , is refreshed on a
regular basis and provides a comprehensive level of information in
what I hope is a user-friendly format.
Post Balance Sheet Events
Since year-end, the Company has invested GBP2.4 million into
DrDoctor, a patient engagement and communications software
platform. The Company also realised its investment in Wakefield
Acoustics at the value recognised at 31 December 2022 (GBP0.6
million).
Outlook
As we look forward, inflation, and in turn interest rates, are
showing signs of nearing peaks. The resilience of the Company's
portfolio through a challenging period has been pleasing for me and
my fellow board members, and we are hopeful that the experiences
gained by the portfolio companies stand them in good stead to take
advantage of opportunities as they arise in the coming year.
The Company's current fundraising is being well supported by new
and existing shareholders, and we remain grateful as always for
your ongoing trust and support. The funds raised will keep the
Company well positioned to continue to support the existing
portfolio and to continue to seek out the most promising new
opportunities to augment the portfolio. I look forward to updating
investors on this progress later in the year.
Peter Waller
Chairman
20 March 2023
Objectives and Key Policies
The Company's objective is to maximise Total Return and provide
investors with a long-term tax free dividend yield whilst
maintaining the Company's status as a venture capital trust.
Investment Policy
The investment strategy of the Company is to invest in UK
businesses across a broad range of sectors that blends a mix of
businesses operating in established and emerging industries that
offer opportunities in the application and development of
innovation in their products and services.
These investments will all meet the definition of a Qualifying
Investment and be primarily in unquoted UK companies. It is
anticipated that the majority of these businesses will be
re-investing their profits for growth and the investments will
comprise mainly equity investments.
The Company seeks to build a broad portfolio of investments in
early stage companies focussed on growth with the aim of spreading
the maturity profiles and maximising return as well as ensuring
compliance with the VCT guidelines.
Borrowing
The Company does not borrow and has no borrowing facilities,
choosing to fund investments from its own resources.
Co-investment
British Smaller Companies VCT2 plc and British Smaller Companies
VCT plc (together "the VCTs") typically co-invest in investments,
allocating such investments 40 per cent to the Company and 60 per
cent to British Smaller Companies VCT plc. However, the Board of
the Company has discretion as to whether or not to take up its
allocation; where British Smaller Companies VCT plc does not take
its allocation, the Board may opt to increase the Company's
allocation in such opportunities.
The VCTs may invest alongside co-investment funds managed by
YFM, the Manager of the VCTs. The VCTs have first choice on the
initial GBP4.5 million of all equity investment opportunities
meeting the VCT qualifying criteria. Amounts above GBP4.5 million
are allocated two thirds to the VCTs and one third to YFM's
co-investment funds.
Asset Mix
Cash which is pending investment in VCT-qualifying securities is
primarily held in interest bearing instant access, short-notice
bank accounts, money market funds and investment funds listed on a
recognised stock exchange (including FCA authorised and regulated
UCITS funds).
Remuneration Policy
The Company's policy on the remuneration of its directors, all
of whom are non-executive, can be found on page 49 of the annual
report.
Other Key Policies
Details of the Company's policies on the payment of dividends,
the DRIS and the buy-back of shares are given on page 1 of the
annual report. In addition to these the Company's anti-bribery and
environmental and social responsibilities policies can be found on
page 36 of the annual report.
Processes and Operations
The Manager is responsible for the sourcing and screening of
investment opportunities, carrying out suitable due diligence
investigations and making submissions to the Board regarding
potential investments. Post investment, the Manager works
intensively with the businesses and management teams in which the
Company is invested, monitoring progress, effecting change and,
where applicable, redefining strategies with a view to maximising
values through structured exit processes.
The Board regularly monitors the performance of the portfolio
and the investment requirements set by the relevant VCT
legislation. Reports are received from the Manager regarding the
trading and financial position of each investee company and senior
members of the Manager regularly attend the Company's Board
meetings. Monitoring reports on compliance with VCT regulations are
also received at each Board meeting so that the Board can monitor
that the Venture Capital Trust status of the Company is maintained
and take corrective action if appropriate. Monitoring reports
carrying out an independent review of this compliance are received
twice a year.
The Board reviews the terms of YFM Private Equity Limited's
appointment as Manager on a regular basis.
YFM Private Equity Limited has performed investment advisory,
management, administrative and secretarial services for the Company
since its inception on 28 November 2000. The principal terms of the
agreement under which these services are performed are set out in
note 3 to the financial statements.
In the opinion of the directors, the continuing appointment of
YFM Private Equity Limited as Manager is in the interests of the
shareholders as a whole, in view of its experience in managing
venture capital trusts and in making, managing and exiting
investments of the nature falling within the Company's investment
policies.
Administration of the Listed Investment Funds Quoted
Portfolio
The Company holds a small portfolio of listed investment funds,
the purpose of which is to optimise returns from liquid assets
while preserving capital value. Reporting to the Manager, this
portfolio is managed by Brewin Dolphin Limited on a discretionary
basis. The Board receives regular reports on the make-up and market
valuation of this portfolio.
Key Performance Indicators
Total Return, calculated by reference to the cumulative
dividends paid plus net asset value (excluding tax reliefs received
by shareholders), is the primary measure of performance in the VCT
industry.
Total Return (as at 31 December)
The chart on page 12 of the annual report shows how the Total
Return of your Company has developed over the last ten years.
The evaluation of comparative success of the Company's Total
Return is by way of reference to the Share Price Total Return for
an index of generalist VCTs that are members of the AIC (based on
figures provided by Morningstar). This is the Company's stated
benchmark index. A comparison and explanation of the calculation of
this return is shown in the Directors' Remuneration Report on page
51 of the annual report.
Total Return with Dividend Re-Investment Scheme (as at 31
December)
The chart on page 12 of the annual report illustrates the Total
Return (excluding tax reliefs received by shareholders) for
investors who subscribed to the first fundraising in 2000/01 who
have re-invested their dividends.
Shareholder Returns
The Board considers Total Return to be the primary measure of
shareholder value. The IRR returns from the offers over the last
ten years are set out on page 13 of the annual report. IRR is the
annual rate of return that equates the cost at the date of the
original investment, with the value of subsequent dividends plus
the audited 31 December 2022 Net Asset Value per Share. This
excludes the benefit of any initial tax relief.
Set out on page 13 of the annual report is the annualised return
over 10, 5, 3, 2 and 1 years to 31 December 2022. The annualised
return is calculated with reference to the cumulative dividends
paid in the period plus the unaudited NAV at 31 December 2022.
Expenses
Ongoing Charges
The Ongoing Charges figure, as calculated in line with the AIC
recommended methodology, is used by the Board to monitor expenses.
This figure shows shareholders the costs of the Company's recurring
operational expenses, expressed as a percentage of the average net
asset value. Whilst based on historical information, this provides
an indication of the likely level of costs that will be incurred in
managing the Company in the future.
Expenses Year to 31 Year to 31
December 2022 December
(%) 2021 (%)
------------------------- --------------- -----------
Ongoing Charges figure* 2.08 2.16
------------------------- --------------- -----------
* Alternative Performance Measure
The level of ongoing charges has fallen in the year due to the
increased level of net assets. Shareholders also benefit from the
Company's agreement with the Manager to pay a lower level of
management fee of 1 per cent on surplus cash. The Company's ongoing
charges ratio is one of the lowest in the VCT industry.
Expenses Cap
The total costs incurred by the Company in the year (excluding
any performance related fees, trail commission payable to financial
intermediaries and VAT) is capped at 2.9 per cent of the total net
asset value as at the relevant year end. The treatment of costs in
excess of the cap is described in note 3 on page 71 of the annual
report. There was no breach of the expenses cap in the current or
prior year.
Compliance with VCT Legislative Tests
A principal risk facing the Company is the retention of its VCT
qualifying status. The Board receives regular reports on compliance
with the VCT legislative tests from its Manager. In addition, the
Board receives formal reports from its VCT Tax Adviser (Philip Hare
& Associates LLP) twice a year. The Board can confirm that
during the period, all of the VCT legislative tests have been
met.
Under Chapter 3 Part 6 of the Income Tax Act 2007, in addition
to the requirement for a VCT's ordinary share capital to be listed
in the Official List on a European regulated market throughout the
period, there are further specific tests that VCTs must meet
following the initial three year provisional period.
Income Test
The Company's income in the period must be derived wholly or
mainly (70 per cent) from shares or securities.
Retained Income Test
The Company must not retain more than 15 per cent of its income
from shares and securities.
Qualifying Investments Test
At least 80 per cent by value of the Company's investments must
be represented throughout the period by shares or securities
comprised in Qualifying Investments of investee companies.
For shares issued in accounting periods beginning on or after 6
April 2018, at least 30 per cent of those share issues must be
invested in Qualifying Investments of investee companies by the
anniversary of the accounting period in which those shares are
issued.
Eligible Shares Test
At least 70 per cent of the Company's Qualifying Investments
must be represented throughout the period by holdings of
non-preferential shares.
Investments made before 6 April 2018 from funds raised before 6
April 2011 are excluded from this requirement.
At least 10 per cent of the Company's total investment in each
Qualifying Investment must be in eligible shares.
In addition, monies are not permitted to be used to finance
buy-outs or otherwise to acquire existing businesses or shares.
Investment Limits
There is an annual limit for each investee company which
provides that they may not raise more than GBP5 million of state
aided investment (including from VCTs) in the 12 months ending on
the date of each investment (GBP10 million for Knowledge Intensive
Companies).
There is also a lifetime limit that a business may not raise
more than GBP12 million of state aided investment (including from
VCTs); the limit for Knowledge Intensive Companies is GBP20
million.
Maximum Single Investment Test
The value of any one investment must not, at any time in the
period, represent more than 15 per cent of the Company's total
investment value. This is calculated at the time of investment and
updated should there be further additions; as such, it cannot be
breached passively.
The Board can confirm that during the period, all of the VCT
legislative tests set out above have been met, where required.
Further restrictions placed on VCTs are:
Dividends from Cancelled Share Premium
The Finance Act 2014 introduced a restriction with respect to
the use of monies in respect of VCTs. In particular, no dividends
can be paid out of cancelled share premium arising from shares
allotted on or after 6 April 2014 until at least three full
financial years have elapsed from the date of allotment.
Following shareholder approval at a General Meeting, in March
2022 the Company cancelled the balance of its Share Premium,
GBP44.3 million, of which GBP16.4 million is now distributable. The
remaining GBP27.9 million will become distributable over the period
to 1 January 2026, as set out on page 63 of the annual report.
Other
No more than seven years can have elapsed since the first
commercial sale achieved by the business (ten years in the case of
a Knowledge Intensive Company), unless:
a. The business has previously received an investment from a
source that has received state aid; or
b. The investment comprises more than 50 per cent of the average
of the previous five years' turnover and the funds are to be used
in the business to fund growth into new product markets and/or new
geographies.
Wherever possible, the Company self-assures that an investment
is a Qualifying Investment, subject to the receipt of professional
advice.
Portfolio Structure and Analysis
Portfolio Structure
The broad range of the portfolio is illustrated on page 16 of
the annual report, with 47 per cent of the portfolio valuation
being held for more than five years, whilst 93 per cent is held at
cost or above. 18 per cent of the portfolio value is held in loans
and preference shares, although loans now account for only 4 per
cent of the value.
Portfolio Analysis
Also included on page 17 of the annual report is a profile of
the portfolio by investments made before and after the VCT rule
changes in 2015, and the break down by industry sector.
Investment Review
The movements in the investment portfolio are set out in Table A
below:
Table A Listed investment Investment
Investment Portfolio Portfolio funds Portfolio
GBPmillion GBPmillion GBPmillion
Opening fair value
at 1 January 2022 70.0 - 70.0
Additions 16.3 1.7 18.0
Disposal proceeds (12.9) - (12.9)
Valuation movement 8.0 (0.1) 7.9
----------------------- ------------- ------------------ ------------
Closing fair value
at 31 December
2022 81.4 1.6 83.0
----------------------- ------------- ------------------ ------------
At 31 December 2022 the investment portfolio was valued at
GBP83.0 million, representing 74.2 per cent of net assets (80.1 per
cent at 31 December 2021). Cash and fixed term deposits at 31
December 2022 of GBP28.5 million represented 25.5 per cent of net
assets (24.3 per cent at 31 December 2021).
The Portfolio
GBP81.4 million Fair value of the portfolio (2021: GBP70.0
million)
Number of portfolio companies
with a value of more than GBP0.5
26 million (2021: 22)
---------------------------------- ---------------
GBP0.8 million Income from the portfolio (2021: GBP0.7
million)
---------------------------------- ---------------
GBP16.3 million Level of investment (2021: GBP6.1
million)
---------------------------------- ---------------
GBP8.0 million Return from portfolio (2021: GBP26.0
million)
---------------------------------- ---------------
The portfolio showed robust performance in the period, adding
GBP8.0 million of value on the opening fair value of GBP70.0
million. The composition of investments continues to show its
dynamism, with GBP16.3 million invested in the period and cash
proceeds of GBP12.9 million received.
Fair value changes
Table B
Investment Portfolio GBPmillion %
-------------------------------------------- ----------- ----
Gain in fair value from the portfolio 4.4 55
Gain on disposal over opening value
from the portfolio 3.6 45
-------------------------------------------- ----------- ----
Gain arising from the portfolio 8.0 100
-------------------------------------------- ----------- ----
Fall in value of other investments (0.1)
-------------------------------------------- ----------- ----
Gain arising from the investment portfolio 7.9
-------------------------------------------- ----------- ----
Of the GBP8.0 million gain in the year, GBP3.6 million arose
from investments which were realised, including Springboard (GBP1.8
million), Intelligent Office (GBP0.9 million) and the partial
realisation of Vuealta (GBP1.0 million). Further details can be
found in the Chairman's Statement and note 7 to the financial
statements.
The ongoing portfolio delivered a net value gain of GBP4.4
million in the year. It is pleasing to see the fair value increases
arising across a range of companies, including tech-focused
businesses such as Outpost, Unbiased and Vuealta, as well as legacy
companies such as Displayplan and ACC.
Some decreases in value have been seen. The Company's largest
investment, Matillion, saw its valuation decrease, driven by lower
valuation multiples of comparable public companies; although the
effect of this has been partly offset by the company's continued
strong revenue growth and movements in exchange rates over the
year. Arcus Global and Sipsynergy have both struggled somewhat over
the past 12 months, but the Manager continues to work closely with
the companies' management teams to navigate their current
challenges.
Other Significant Investment Movements
Investments
During the year ended 31 December 2022, the Company invested
GBP16.3 million across 15 companies.
Six new companies were added to the portfolio, receiving
aggregate investment of GBP8.1 million; while a further GBP8.2
million was invested across nine existing portfolio companies. The
analysis of these investments is shown in Table C. The case study
on page 24 of the annual report gives more information on the
investment in AutomatePro.
Table C
Investments Investments made GBPmillion
Company New Follow-on Total
------ -------------- --------
Outpost - 2.0 2.0
Relative Insight 2.0 - 2.0
Unbiased - 1.8 1.8
AutomatePro 1.5 - 1.5
Plandek 1.4 - 1.4
Summize 1.2 - 1.2
Vypr - 1.2 1.2
Biorelate 1.0 - 1.0
Quality Clouds 1.0 - 1.0
Elucidat - 0.8 0.8
Wooshii - 0.7 0.7
Vuealta - 0.6 0.6
Force24 - 0.5 0.5
Sipsynergy - 0.4 0.4
Other (including capitalised income) - 0.2 0.2
Portfolio 8.1 8.2 16.3
Listed investment funds 1.7
------ -------------- --------
Total additions in the year 18.0
-------------------------------------- ------ -------------- --------
Disposal of Investments
During the year to 31 December 2022, the Company received
proceeds from disposals of GBP12.9 million, a net gain of GBP3.6
million over the opening carrying value at the beginning of the
year, and an overall net gain of GBP4.1 million over cost. This
included the successful realisations of Springboard, Intelligent
Office and Vuealta. Further details are given in the Chairman's
statement.
Table D
Disposal of Investments Net proceeds Opening value Gain on opening
from sale 31 December value
of investments 2021*
GBPmillion GBPmillion GBPmillion
---------------- -------------- ----------------
Total investment disposals 12.9 9.3 3.6
---------------- -------------- ----------------
* Including further investments during the year prior to realisation .
Further analysis of all investments sold in the year can be
found in note 7 below.
Investment Portfolio Composition
As at 31 December 2022, the portfolio was valued at GBP81.4
million, comprising wholly of unquoted investments. An analysis of
the movements in the year is shown in note 7 below.
The portfolio has 26 investments valued above GBP0.5 million,
four more than a year earlier, with the single largest investment,
Matillion, representing 19.6 per cent of the net asset value.
The charts on pages 16 and 17 of the annual report show the
diversity of the portfolio, split by industry sector, age of
investment, investment instrument and the valuation compared to
cost.
Under VCT legislation, it is not possible to deposit funds for
longer than seven days, which means that cash deposits must be
available on very short notice. The Board and the Manager
continually review opportunities to generate a higher level of
income, without significantly changing the risk profile of the
funds held. As part of this, the Company holds a small diversified
quoted portfolio of listed investment funds, managed by Brewin
Dolphin Limited. At 31 December 2022, this quoted portfolio was
valued at GBP1.6 million, or 1.4 per cent of net assets. The quoted
portfolio value decreased by GBP0.1 million in the year.
Valuation Policy
Unquoted investments are valued in accordance with both IFRS 13
'Fair Value Measurement' and International Private Equity and
Venture Capital Guidelines, December 2022 edition (IPEV
Guidelines).
Initially, at the first quarter-end following investment,
investments are valued at the price of the funding round; following
this, the valuation switches to a new primary basis for all
subsequent periods.
The valuation methodology applied depends upon the facts and
circumstances of each individual investment. This may be with
reference to revenue multiples, earnings multiples, net assets,
discounted cash flows or calibrated from the price of the most
recent investment.
The full valuation policy is set out in note 1 on pages 66 and
67 of the annual report.
Table E shows the value of investments within each valuation
category as at 31 December 2022; no investments are currently
valued using discounted cash flow methodologies.
With continued investment in earlier stage businesses that are
investing for growth, the majority of valuations continue to be
based on revenue multiples.
Table E 2022 2021
Valuation Policy % of
Valuation portfolio % of portfolio
GBPmillion by value by value
Revenue multiple 61.6 75 78
Earnings multiple 9.9 12 19
Cost or price of recent investment,
reviewed for change in fair value 5.3 7 -
Sale proceeds 2.6 3 -
Net assets, reviewed for change
in fair value 2.0 3 3
------------------------------------- ------------ ----------- ---------------
Total 81.4 100 100
------------------------------------- ------------ ----------- ---------------
Sustainable Investment and Environmental, Social and Governance
("ESG") Management
The Company backs small UK businesses to help them to grow and
produce strong financial returns for shareholders with the
additional aim of building better businesses that are ultimately
more sustainable.
In order to deliver more sustainable businesses, and to meet its
commitments under the Principles for Responsible Investment (PRI),
the Manager has continued to develop its processes in this area.
The Manager's approach is based on the belief that good
businesses:
-- Grow our economy
-- Improve our society
-- Value their people
-- Protect the environment
These aims are consistent with the Company's financial aims
because businesses which improve in these areas also strengthen
their resilience and value creation potential through their
increased attractiveness to customers, employees, suppliers and
eventual future owners and investors.
Sustainable Investment Principles
This set of principles guides the Manager's investment
process:
To seek to understand the ESG related impacts and potential
impacts of investments, aiming to grow and enhance positive impacts
and to avoid, reduce or minimise any negative impacts over an
investment's lifetime, leaving them overall better businesses;
To play a positive role in the investor, business and wider
communities by promoting good practice in ESG management, and by
being transparent in the way that investments are made and how the
Manager behaves;
To increase focus on the challenge of climate change both as it
may be affected by our investments, and as it may impact on them
and their resilience to possible climate change scenarios;
To show leadership by managing the Manager's own business' ESG
impacts to the best of their ability; and
To be a proactive signatory to the PRI and to integrate its
principles into the Manager's business practices.
In line with the PRI the Manager has developed processes to help
the portfolio businesses to be better in each of these spheres, by
assessing them in terms of creating positive impacts and outcomes
and preventing or minimising negative ones.
The Manager has more recently developed and integrated its ESG
management processes, which are:
Pre-investment Phase:
Structured processes at the pre-investment stage to identify
areas of potential ESG improvement as part of the due diligence and
pre-investment deliberations. Appropriate data is collected and
assessed on each business against ESG criteria at the point of
investment as a benchmark against which to evaluate future
progress.
Portfolio Phase:
For those investments made since 2020, based on the data
collected at the point of investment at the start of the portfolio
phase, bespoke areas for improvement are agreed with each
management team together with consequent objectives and targets. A
similar process has been applied to the significant majority of
investments made prior to 2020. Improvements are then measured and
recorded against a set of ESG criteria using the Manager's bespoke
ESG framework, refreshing targets annually and placing focus on any
new issues as they become more material in the management of the
company and in meeting the expectations of its stakeholders.
Reporting:
Annual reports will be produced, using the Manager's ESG
framework for consistency, recording the relevant initiatives,
impacts and ESG KPI performance of each company and providing an
overview of progress across the Manager's portfolios.
Note that Investment Companies are not within scope for
reporting under the Task Force on Climate-Related Financial
Disclosures (TCFD); and the Company does not use more than
40,000kWh of energy and therefore is not required to report on its
energy usage within Streamlined Energy and Carbon Reporting
regulations.
ESG Performance Data and Reporting
ESG KPI data analysis
The Manager has developed its ESG KPI data collation process. It
has established a data set reflecting the above ESG themes and a
means of collecting this to make year on year comparisons for each
company and across the portfolio. Where possible baseline data has
been collected from the date of investment with a view to showing
where the Manager's support has made a difference during the hold
period to the reporting date.
Annual company specific ESG performance progress report
The reviews that the Manager has been conducting enabled the
identification of relative strengths and weaknesses and agreement
of programmes of action with each business.
Since 2021 the Manager has moved to recording annual updates and
agreed actions in a more visual and detailed report on both
qualitative and quantitative aspects of each company's progress. As
well as using this for portfolio reporting to investors it will be
used as an engagement tool with the senior management teams of each
company.
2022 ESG KPI Report for Investments held in YFM's VCT funds
Growing our economy
-- GBP44.7 million of R&D investment during 2022
-- GBP51.6 million of export sales achieved in 2022
Improving our society
-- 95 per cent of companies were independently chaired in 2022
-- 40 per cent of companies had female directors on boards, with 20 per cent having a female CEO
-- 40 per cent of businesses had a designated board member with
responsibility for improving ESG issues
Valuing our people
-- 35 per cent of the portfolio workforce was female in 2022
-- 995 new jobs were created from date of investment to 2022
-- 75 per cent had mental wellbeing programmes in place and 70
per cent held regular employee engagement surveys
-- Approaching 29,000 hours of training was given to employees
Protecting our environment
-- 60 per cent of companies had active carbon reduction
strategies (up from 10 per cent at investment)
-- 25 per cent offset all or a defined portion of their carbon impact
-- But only 20 per cent formally measure their carbon footprint
Summary and Outlook
The portfolio continues to show its resilience, with strong
underlying levels of revenue growth across the largest investments,
helping to counter downward pressure on revenue multiples.
Portfolio company management teams continue to be resilient and
adaptable to economic conditions, which will hold them in good
stead for future progress.
We continue to see a strong pipeline of potential investments in
a range of growth companies, as well as opportunities to further
support the continued growth of the current portfolio. We thank
investors for their continuing support in the Company's ongoing
fundraising, and are looking forward to putting the funds raised to
work.
David Hall
YFM Private Equity Limited
Portfolio Summary at 31 December 2022
Name of company Date Location Industry Sector Amount Valuation Recognised Realised
of initial Invested at 31 income/ &
investment December proceeds unrealised
2022 to date value
to date*
GBP000 GBP000 GBP000 GBP000
Matillion Limited Nov-16 Manchester Data 1,778 21,874 5,946 27,820
Outpost VFX Limited Feb-21 Bournemouth New Media 3,000 6,202 10 6,212
Unbiased EC1 Tech-enabled
Limited Dec-19 London Services 3,731 6,072 - 6,072
Wooshii Limited May-19 London New Media 3,096 4,197 305 4,502
Displayplan Holdings
Limited Jan-12 Stevenage Business Services 700 4,109 1,706 5,815
Application
Elucidat Ltd May-19 Brighton Software 2,640 4,039 4 4,043
ACC Aviation
Group Limited Nov-14 Reigate Business Services 1,379 3,575 3,525 7,100
Application
Force24 Ltd Nov-20 Leeds Software 2,100 3,091 - 3,091
Vypr Validation
Technologies Tech-enabled
Limited Jan-21 Manchester Services 2,200 2,598 - 2,598
SharpCloud Software
Limited Oct-19 London Data 2,271 2,508 - 2,508
Relative Insight Tech-enabled
Limited Mar-22 Lancaster Services 2,000 2,010 - 2,010
Investment companies Apr-15 - - 2,500 1,961 - 1,961
KeTech Enterprises Tech-enabled
Limited Nov-15 Nottingham Services 2,000 1,788 2,599 4,387
Tonkotsu Limited Jun-19 London Retail & Brands 1,592 1,485 - 1,485
AutomatePro Limited Dec-22 London Cloud & DevOps 1,483 1,483 - 1,483
Plandek Limited Oct-22 London Cloud & DevOps 1,380 1,380 - 1,380
Sipsynergy (via
Hosted Network
Services Limited) Jun-16 Hampshire Cloud & DevOps 2,045 1,378 - 1,378
Traveltek Group East Application
Holdings Limited Oct-16 Kilbride Software 1,163 1,359 527 1,886
Frescobol Carioca
Ltd Mar-19 London Retail & Brands 1,200 1,284 - 1,284
Application
Summize Limited Oct-22 Manchester Software 1,200 1,200 - 1,200
Vuealta Holdings Tech-enabled
Limited Sep-21 London Services 2,030 1,192 3,067 4,259
Ncam Technologies
Limited Mar-18 London New Media 1,762 1,175 87 1,262
Application
Biorelate Limited Nov-22 Manchester Software 1,040 1,040 - 1,040
Quality Clouds
Limited May-22 London Cloud & DevOps 1,000 1,000 - 1,000
Panintelligence
(via Paninsight
Limited) Nov-19 Leeds Data 1,000 1,000 - 1,000
Welwyn
E2E Engineering Garden
Limited Sep-17 City Business Services 600 800 142 942
Wakefield Acoustics**
(via Malvar Engineering Advanced
Limited) Dec-14 Wakefield Manufacturing 761 648 442 1,090
Other investments
below GBP0.5
million 10,136 937 5,210 6,147
-------------------------------------------------------------------------- --------- ---------- ----------- -----------
Total unquoted investments 57,787 81,385 23,570 104,955
Full disposals
to date 45,622 - 74,347 74,347
Total portfolio 103,409 81,385 97,917 179,302
--------------------------------------- ------------------- ------------ --------- ---------- ----------- -----------
* represents income/proceeds recognised to date plus the
unrealised valuation at 31 December 2022.
** realised in January 2023 at the valuation shown
Summary of Portfolio Movement since 31 December 2021
Name of Company Investment Disposal Additions/ Valuation Investment
valuation proceeds Capitalised gains including valuation
at 31 December income profits at 31 December
2021 / (losses) 2022
on disposal
GBP000 GBP000 GBP000 GBP000 GBP000
---------------- ---------- ------------- ----------------- ----------------
Outpost VFX Limited 1,614 - 2,000 2,588 6,202
Vuealta Holdings Limited/Vuealta
Group Limited 1,491 (3,067) 631 2,137 1,192
Unbiased EC1 Limited 3,082 - 1,767 1,223 6,072
Wooshii Limited 3,162 - 656 379 4,197
Traveltek Group Holdings
Limited 983 - - 376 1,359
Elucidat Limited 2,926 - 840 273 4,039
Panintelligence (via Paninsight
Limited) 750 - - 250 1,000
Frescobol Carioca Ltd 1,148 - - 136 1,284
E2E Engineering Limited 688 - - 112 800
Vypr Validation Technologies
Limited 1,386 - 1,200 12 2,598
Relative Insight Limited - - 2,000 10 2,010
AutomatePro Limited - - 1,483 - 1,483
Plandek Limited - - 1,380 - 1,380
Summize Limited - - 1,200 - 1,200
Biorelate Limited - - 1,040 - 1,040
Quality Clouds Limited - - 1,000 - 1,000
Tonkotsu Limited 1,520 - - (35) 1,485
Force24 Ltd 2,773 - 500 (182) 3,091
Other investments GBP0.5
million and below 310 - 160 (316) 154
SharpCloud Software Limited 2,927 - - (419) 2,508
Ncam Technologies Limited 1,636 - - (461) 1,175
Sipsynergy (via Hosted Network
Services Limited) 1,561 - 409 (592) 1,378
Arcus Global Limited 1,324 - - (1,119) 205
Matillion Limited 25,050 - - (3,176) 21,874
Investments made after
November 2015 54,331 (3,067) 16,266 1,196 68,726
Displayplan Holdings Limited 1,891 - - 2,218 4,109
Springboard Research Holdings
Limited 3,959 (5,782) - 1,823 -
ACC Aviation Group Limited 2,450 - - 1,125 3,575
Intelligent Office UK (IO
Outsourcing Limited t/a
Intelligent Office) 3,163 (4,080) - 917 -
Other investments GBP0.5
million and below 2,063 - - 476 2,539
Wakefield Acoustics (via
Malvar Engineering) 186 - - 462 648
KeTech Enterprises Limited 1,976 - - (188) 1,788
Investments made prior
to November 2015 15,688 (9,862) - 6,833 12,659
Total investments 70,019 (12,929) 16,266 8,029 81,385
---------------- ---------- ------------- ----------------- ----------------
Risk Factors
The Board carries out a regular review of the risk environment
in which the Company operates. The emerging and principal risks and
uncertainties identified by the Board and techniques used to
mitigate these risks are set out in this section.
The Board seeks to mitigate its emerging and principal risks by
setting policy, regularly reviewing performance and monitoring
progress and compliance. In the mitigation and management of these
risks, the Board rigorously applies the principles detailed in
section 4: "Audit, Risk and Internal Control" of The UK Corporate
Governance Code issued by the Financial Reporting Council in July
2018. Details of the Company's internal controls are contained in
the Corporate Governance Internal Control section on pages 47 and
48 and further information on exposure to risks, including those
associated with financial instruments, can be found in note 17a of
the financial statements.
The Board has considered emerging risks. The Board seeks to
mitigate emerging risks and identified risks by regular reviews of
performance and monitoring compliance with policy. The Board has
identified the following as potential emerging risks:
-- Deterioration of macro-economic environment
-- Geo-political instability
VCT Qualifying Status:
Risk - The Company must at all times ensure compliance with the
conditions for maintenance of approved VCT status. The loss of
approval as a VCT could lead to its investors losing the various
tax benefits associated with VCT investments.
Mitigation - One of the Key Performance Indicators monitored by
the Company is the compliance with VCT rules. Compliance with these
rules is closely monitored by the Manager on an ongoing basis and
regularly reported to and reviewed by the Board. The Company also
makes use of external experts, who review the Company's compliance
with VCT rules on a regular basis. Details of how the Company
manages these requirements can be found under the heading
"Compliance with VCT Legislative Tests" on pages 14 and 15 of the
annual report.
Change - No change
Economic:
Risk - Events such as recession and interest rate fluctuations,
which may include factors arising from geopolitical shocks, could
adversely affect investee companies' performance and valuations.
This could result in a reduction in the performance of the
Company
Mitigation - As well as the response to the 'Investment and
Strategic' risk below, the Company has a clear investment policy
(summarised above) and a diversified portfolio operating in a range
of sectors which helps mitigate against sector specific impacts.
The Manager actively monitors investee company performance, which
provides quality information for monthly reviews of the
portfolio.
Change - Increased - following a reduction of risk owing to
COVID-19 restrictions ending, the war in Ukraine and rising global
inflation has created a small increase to this risk.
Investment and Strategic:
Risk - Inappropriate strategy, poor asset allocation or
consistently weak stock allocation may lead to underperformance and
poor returns to shareholders. The quality of enquiries,
investments, investee company management teams and monitoring, and
the risk of not identifying investee company difficulties may lead
to underperformance by the Company and poor returns to
shareholders.
Mitigation - The Board reviews strategy annually. At each of the
Board meetings, the directors review the appropriateness of the
Company's objectives and stated strategy in response to changes in
the operating environment and peer group activity. It also reviews
compliance of the Manager with the stated investment strategy.
The Manager carries out appropriate due diligence on potential
investee companies and their management teams and utilises external
reports where appropriate to assess the viability of investee
businesses before investing. Wherever possible, a nonexecutive
director will be appointed to the board of the investee company on
behalf of the Company.
Change - No change
Regulatory:
Risk - The Company is required to comply with the Companies Act
2006, the rules of the UK Listing authority, the Financial Conduct
Authority's Prospectus Rules and UK-adopted International Financial
Reporting Standards; it is also subject to the AIFMD EU Exit
Regulations. Breach of any of these might lead to suspension of the
Company's Stock Exchange listing, financial penalties or a
qualified audit report.
Mitigation - The Manager and the Company Secretary have
procedures in place to ensure recurring Listing Rules requirements
are met and actively consult with brokers, solicitors and external
compliance advisers as appropriate.
The Manager ensures that it hires suitably qualified members of
staff who are experienced with regulatory requirements and relevant
accounting standards.
The key controls around regulatory compliance are explained on
pages 47 and 48 of the annual report.
Change - No change
Legislative:
Risk A change to the VCT regulations could result in a
significant change to investment strategy which could adversely
impact the Company. Such changes may also result in changes to VCT
tax reliefs for investors, which could make future fundraising
difficult.
Mitigation - The Manager is a member of the Venture Capital
Trust Association which engages with the Government to help shape
future legislation.
Change - No change
Reputational:
Risk - Inadequate or failed controls might result in breaches of
regulations or loss of shareholder trust.
Mitigation - The Board is comprised of directors with suitable
experience and qualifications who report annually to the
shareholders on their independence. The Manager is well-respected,
with a proven track record. It has a formal recruitment process to
employ experienced investment staff. Advice is sought from external
advisors where required.
Change - No change
Operational:
Risk - The Company is reliant on a number of third parties, in
particular the Manager, for investment management and
administrative services. Failure of the operational systems and
controls of these third parties could result in an inability to
provide accurate reporting and monitoring.
Mitigation - The Manager has a documented business continuity
plan, which provides for back-up services in the event of a system
breakdown. The Manager's systems are protected against viruses and
other cyber-attacks. The Manager regularly tests its business
continuity plan. Both the Company and the Manager maintain
appropriate insurances.
Change - No change
Cyber Security and Information Technology:
Risk - A failure in IT systems and controls might lead to
business interruption, loss of data, the inability of the Manager
to provide accurate reporting and monitoring or the loss of Company
records.
Mitigation - The Manager has in place significant cybersecurity
controls, including two factor authentication, email protection
software, monitored firewalls and regularly updated electronic
devices. The Manager is Cyber Essentials Plus certified. Staff at
the Manager regularly receive training in relation to their
cybersecurity obligations.
Change - No change
ESG
Risk - The Company, the Manager and the portfolio companies may
fail to positively contribute towards, and adapt to, the global
transition towards decarbonisation and other ESG priorities, which
could result in regulatory breaches, reduced investor and/or
employee attraction and the reduced ability of portfolio companies
to attract lending to fund their growth.
Mitigation - The Manager is a signatory of the UN's Principles
for Responsible Investment; it has published its Sustainable
Investment Principles; and has rewritten its Ethical Policy. Its
investment process now includes a set of over 50 thematic ESG KPIs,
with which it is now tracking its portfolio over time across four
key areas: Improve our Society; Protect our Environment; Grow our
Economy; and Value our People. Further details can be found on
pages 21 to 23 of the annual report.
Change - No change
Liquidity:
Risk -
a. The Company may not have sufficient liquidity available to meet its financial obligations.
b. The VCT invests into smaller unquoted companies, which by
their nature are illiquid, therefore they may be difficult to
realise, at fair market value, at short notice.
Mitigation - The Company's overall liquidity risks and cashflow
forecast are monitored on an ongoing basis by the Manager and on a
quarterly basis by the Board.
The Company's valuation methodology takes account of potential
liquidity restrictions in the markets in which it invests.
For any publicly listed investments, accounting standards
require an ongoing assessment of the liquidity of the stock.
The Manager regularly reviews its exit plans for investee
companies to allow it to identify the optimal point at which to
seek a sale. As part of a planned exit, the assistance of a third
party adviser will normally be sought, with a view to identifying
the largest number of possible purchasers.
Change - No change
Other Matters
Section 172 Statement
This Section 172 Statement should be read in conjunction with
the other contents of the Strategic Report, on pages 6 to 36 of the
annual report.
Section 172 of the Companies Act 2006 requires that a director
must act in the way that they consider, in good faith, would be
most likely to promote the success of the company for the benefit
of its members as a whole, and in doing so have regard (amongst
other matters) to:
-- the likely consequences of any decision in the long term;
-- the interests of the company's employees;
-- the need to foster the company's business relationships with
suppliers, customers and others;
-- the impact of the company's operations on the community and the environment;
-- the desirability of the company maintaining a reputation for
high standards of business conduct; and
-- the need to act fairly as between members of the company.
The Company takes a number of steps to understand the views of
investors and other key stakeholders and considers these, along
with the matters set out above, in Board discussions and decision
making.
Key Stakeholders
As an investment company with no employees, the Company's key
stakeholders are its investors, its service providers and its
portfolio companies.
Investors
The Board engages and communicates with shareholders in a
variety of ways.
The Company encourages shareholders to attend its Annual General
Meeting.
Along with British Smaller Companies VCT plc, the Company held
two Investor Workshops during the year. A physical workshop was
held on 29 June 2022 and an online webinar was hosted on 1 December
2022. Both were well attended.
Maintaining the Company's status as a VCT is critical to meeting
the Company's objective to maximise Total Return and provide
investors with an attractive long-term tax-free dividend yield. The
Company receives regular reports on this issue from the Manager and
has taken various steps in the year to ensure that the relevant
tests are met.
The Board also aims for investors to continue to have tax
efficient opportunities to invest in the Company, and to generate
tax-free returns from both capital appreciation and ongoing
dividends.
After carefully considering its funding needs, on 30 November
2022, the Company issued a prospectus, alongside British Smaller
Companies VCT plc, to raise up to GBP75 million in aggregate for
the 2022/23 tax year.
Following shareholder approval at a General Meeting, in March
2022, the Company cancelled the balance of its Share Premium,
GBP44.3 million, which was transferred to the Capital Reserve,
giving the Company greater flexibility to continue to pay regular
dividends to shareholders and to provide its periodic offer to buy
back shares from shareholders. As set out under the Statement of
Changes in Equity, this will become available for distribution at
various times over the period to 1 January 2026.
During the year the Board kept its arrangements for dividends,
share buy-backs and the dividend re-investment scheme under
constant review. Along with normal dividends totalling 3.0 pence
per ordinary share in the year ended 31 December 2022, a special
dividend of 2.25 pence per ordinary share was paid in January 2023,
following the realisation of the Company's investments in
Springboard and Intelligent Office .
Manager
The Company's most important service provider is its Manager.
There is regular contact with the Manager, and members of the
Manager's board attend all of the Company's Board meetings. There
is also an annual strategy meeting with the Manager, alongside the
board of British Smaller Companies VCT plc.
The Manager maintains strong relationships with relevant media
publications and a wide range of distributors for the Company's
shares, including wealth managers, independent financial advisers
and execution-only brokers. RAM Capital acts as a promoter of the
Company's shares to smaller distributors.
The Company is a member of the Association of Investment
Companies which promotes the interests of investment companies,
including VCTs. The Manager is a founder member of the Venture
Capital Trust Association, which promotes the interests of VCTs in
a variety of ways.
Portfolio Companies
The Company holds minority investments in its portfolio
companies and has delegated the management of the portfolio to the
Manager. The Manager provides the Board with regular updates on the
performance of each portfolio company at least quarterly and the
Board is made aware of all major issues.
The Manager has a dedicated Portfolio team to assist the
portfolio companies with the challenges that they face as
fast-growing companies. The Manager promotes ongoing, sustainable
growth within the businesses; this often involves improving systems
and processes, as well as significant job creation.
Employees
The Company has no employees. The Board is composed of one
female non-executive director and two male non-executive directors.
For a review of the policies used when appointing directors to the
Board of the Company, please refer to the Directors' Remuneration
Report.
Environment and Community
The Company seeks to ensure that its business is conducted in a
manner that is responsible to the environment. The management and
administration of the Company is undertaken by the Manager, YFM
Private Equity Limited, who recognises the importance of its
environmental responsibilities and has signed up to the United
Nations' Principles for Responsible Investment.
More details of the work that the Manager has done in this area
are set out on pages 21 to 23 of the annual report. Its Sustainable
Investment Policy can be found at
www.yfmep.com/who-we-are/our_impact/ .
Business Conduct
The Company has a zero tolerance approach to bribery. The
following is a summary of its policy:
-- It is the Company's policy to conduct all of its business in
an honest and ethical manner. The Company is committed to acting
professionally, fairly and with integrity in all its business
dealings and relationships;
-- The directors of the Company, the Manager and any other
service providers must not promise, offer, give, request, agree to
receive or accept financial or other advantage in return for
favourable treatment, to influence a business outcome or gain any
business advantage on behalf of the Company or encourage others to
do so;
-- The Company has communicated its anti-bribery policy to the
Manager and its other service providers and, in turn, the Manager
ensures that portfolio companies implement appropriate policies of
their own; and
-- The Manager has its own Anti-Bribery and Anti-Slavery
policies and ensures that portfolio companies adopt a similar
policy.
Peter Waller
Chairman
Statement of Comprehensive Income
For the year ended 31 December 2022
2022 2021
Notes
Revenue Capital Total Revenue Capital Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Gains on investments held
at fair value 7 - 4,287 4,287 - 20,702 20,702
Gain on disposal of investments 7 - 3,586 3,586 - 5,342 5,342
Gain arising from the
investment portfolio - 7,873 7,873 - 26,044 26,044
Income 2 1,075 - 1,075 661 - 661
Total income 1,075 7,873 8,948 661 26,044 26,705
Administrative expenses:
---------- ---------- --------- ---------- ---------- ---------
Manager's fee (447) (1,339) (1,786) (374) (1,118) (1,492)
Incentive fee - (635) (635) - (4,407) (4,407)
Other expenses (274) - (274) (417) - (417)
---------- ---------- --------- ---------- ---------- ---------
3 (721) (1,974) (2,695) (791) (5,525) (6,316)
Profit (loss) before
taxation 354 5,899 6,253 (130) 20,519 20,389
Taxation 4 - - - - - -
--------------------------------- ------ ---------- ---------- --------- ---------- ---------- ---------
Profit (loss) for the
year 354 5,899 6,253 (130) 20,519 20,389
--------------------------------- ------ ---------- ---------- --------- ---------- ---------- ---------
Total comprehensive income
(expense) for the year 354 5,899 6,253 (130) 20,519 20,389
--------------------------------- ------ ---------- ---------- --------- ---------- ---------- ---------
Basic and diluted earnings
(loss) per ordinary share 6 0.20p 3.25p 3.45p (0.09p) 14.80p 14.71p
--------------------------------- ------ ---------- ---------- --------- ---------- ---------- ---------
The accompanying notes on pages 65 to 89 of the annual report
are an integral part of these financial statements.
The Total column of this statement represents the Company's
Statement of Comprehensive Income, prepared in accordance with
UK-adopted Financial Reporting Standards (UK-adopted IFRS). The
supplementary Revenue and Capital columns are prepared under the
Statement of Recommended Practice 'Financial Statements of
Investment Trust Companies and Venture Capital Trusts' (issued in
July 2022 - "SORP") published by the AIC .
Balance Sheet
At 31 December 2022
Notes 2022 2021
GBP000 GBP000
ASSETS
Non-current assets at fair value through
profit or loss
Financial assets at fair value through profit
or loss 7 82,981 70,019
Accrued income and other assets 948 493
----------------------------------------------- ------ -------- --------
83,929 70,512
Current assets
Accrued income and other assets 287 217
Current asset investments 1,988 1,988
Cash and cash equivalents 26,486 19,201
28,761 21,406
LIABILITIES
Current liabilities
Trade and other payables (821) (4,543)
Net current assets 27,940 16,863
Net assets 111,869 87,375
----------------------------------------------- ------ -------- --------
Shareholders' equity
Share capital 20,014 15,808
Share premium account 858 24,122
Capital redemption reserve 88 88
Other reserves 2 2
Merger reserve 5,525 5,525
Capital reserve 52,263 12,818
Investment holding gains and losses reserve 7 31,762 28,009
Revenue reserve 1,357 1,003
Total shareholders' equity 111,869 87,375
----------------------------------------------- ------ -------- --------
Net asset value per ordinary share 8 61.6p 61.5p
----------------------------------------------- ------ -------- --------
The accompanying notes on pages 65 to 89 of the annual report
are an integral part of these financial statements.
The financial statements were approved and authorised for issue
by the Board of Directors and were signed on its behalf on 20 March
2023.
Peter Waller
Chairman
Statement of Changes in Equity
For the year ended 31 December 2022
Investment
holding
Share gains and
Share premium Other Capital losses Revenue Total
capital account reserves* reserve reserve reserve equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------------------ --------- --------- ----------- --------- ----------- --------- ---------
Balance at 31 December
2020 14,133 16,735 5,615 22,461 9,254 2,731 70,929
------------------------ --------- --------- ----------- --------- ----------- --------- ---------
Revenue loss for
the year - - - - - (130) (130)
Expenses charged
to capital - - - (5,525) - - (5,525)
Investment holding
gain on investments
held at fair value - - - - 20,702 - 20,702
Realisation of
investments in
the year - - - 5,342 - - 5,342
Total comprehensive
(expense) income
for the year - - - (183) 20,702 (130) 20,389
------------------------ --------- --------- ----------- --------- ----------- --------- ---------
Issue of share
capital 1,276 5,774 - - - - 7,050
Issue of shares
- DRIS 399 1,851 - - - - 2,250
Issue costs ** - (238) - (48) - - (286)
Purchase of own
shares - - - (1,942) - - (1,942)
Dividends - - - (9,456) - (1,559) (11,015)
Total transactions
with owners 1,675 7,387 - (11,446) - (1,559) (3,943)
Realisation of
prior year investment
holding gains - - - 1,986 (1,947) (39) -
------------------------ --------- --------- ----------- --------- ----------- --------- ---------
Balance at 31
December 2021 15,808 24,122 5,615 12,818 28,009 1,003 87,375
------------------------ --------- --------- ----------- --------- ----------- --------- ---------
Revenue return
for the year - - - - - 354 354
Expenses charged
to capital - - - (1,974) - - (1,974)
Investment holding
gain on investments
held at fair value - - - - 4,287 - 4,287
Realisation of
investments in
the year - - - 3,586 - - 3,586
Total comprehensive
income for the
year - - - 1,612 4,287 354 6,253
------------------------ --------- --------- ----------- --------- ----------- --------- ---------
Issue of share
capital 4,023 21,274 - - - - 25,297
Issue of shares
- DRIS 183 902 - - - - 1,085
Issue costs ** - (1,125) - - - - (1,125)
Share premium
cancellation - (44,315) - 44,315 - - -
Purchase of own
shares - - - (1,572) - - (1,572)
Dividends - - - (5,444) - - (5,444)
Total transactions
with owners 4,206 (23,264) - 37,299 - - 18,241
Realisation of
prior year investment
holding gains - - - 534 (534) - -
------------------------ --------- --------- ----------- --------- ----------- --------- ---------
Balance at 31
December 2022 20,014 858 5,615 52,263 31,762 1,357 111,869
------------------------ --------- --------- ----------- --------- ----------- --------- ---------
The accompanying notes on pages 65 to 89 of the annual report
are an integral part of these financial statements.
Reserves available for distribution
Under the Companies Act 2006 the capital reserve and the revenue
reserve are distributable reserves. The table below shows amounts
that are available for distribution.
Capital Revenue Total
reserve reserve
GBP000 GBP000 GBP000
Distributable reserves as shown above 52,263 1,357 53,620
----------------------------------------------- --------- --------- ---------
Income not yet distributable - (988) (988)
Cancelled share premium not yet distributable (27,879) - (27,879)
Revaluation losses (490) - (490)
Dividend paid 11 January 2023 (4,097) - (4,097)
----------------------------------------------- --------- --------- ---------
Reserves available for distribution*** 19,797 369 20,166
----------------------------------------------- --------- --------- ---------
* Other reserves include the capital redemption reserve, the
merger reserve and the other reserve, which are non-distributable.
The other reserve was created upon the exercise of warrants, the
capital redemption reserve was created for the purchase and
cancellation of own shares, and the merger reserve was created on
the merger with British Smaller Technologies Company VCT plc.
** Issue costs include both fundraising costs and costs incurred from the Company's DRIS.
*** Following the circulation of the Annual Report to shareholders.
The merger reserve was created to account for the difference
between the nominal and fair value of shares issued as
consideration for the acquisition of the assets and liabilities of
British Smaller Technology Companies VCT plc. The reserve was
created after meeting the criteria under section 131 of the
Companies Act 1985 and the provisions of the Companies Act 2006 for
merger relief. The merger reserve is a non-distributable
reserve.
The capital reserve and revenue reserve are both distributable
reserves. The reserves total GBP53,620,000, representing an
increase of GBP39,799,000 during the year. The directors also take
into account the level of the investment holding gains and losses
reserve and the future requirements of the Company when determining
the level of dividend payments.
Of the potentially distributable reserves of GBP53,620,000 shown
above, GBP988,000 relates to income not yet distributable and
GBP27,879,000 relates to cancelled share premium which will become
distributable from the dates shown in the table below. In addition
revaluation losses of GBP490,000 included within the investment
holding gains and losses reserve are not considered to be
recoverable.
The Company held a General Meeting on 25 February 2022, at which
shareholders approved the cancellation of the Company's share
premium account, subject to the sanction of the High Court which
was subsequently received on 11 March 2022. Total share premium
cancelled will be available for distribution from the following
dates:
GBP000
1 January 2024 299
1 January 2025 7,387
1 January 2026 20,193
------------------------------------------------- ---------
Cancelled share premium not yet distributable 27,879
------------------------------------------------- ---------
Statement of Cash Flows
For the year ended 31 December 2022
Notes 2022 2021
GBP000 GBP000
Net cash outflow from operating activities (5,911) (1,419)
----------------------------------------------------- ----- --------- --------
Cash flows generated from (used in) investing
activities
Purchase of financial assets at fair value
through profit or loss 7 (17,978) (6,092)
Proceeds from sale of financial assets at fair
value through profit or loss 7 12,929 11,182
Deferred consideration 7 4 471
Net cash (outflow) inflow from investing activities (5,045) 5,561
----------------------------------------------------- ----- --------- --------
Cash flows from financing activities
Issue of ordinary shares 25,297 7,050
Costs of ordinary share issues* (1,125) (286)
Purchase of own ordinary shares (1,572) (1,942)
Dividends paid 5 (4,359) (8,765)
Net cash inflow (outflow) from financing activities 18,241 (3,943)
----------------------------------------------------- ----- --------- --------
Net increase in cash and cash equivalents 7,285 199
Cash and cash equivalents at the beginning
of the year 19,201 19,002
Cash and cash equivalents at the end of the
year 26,486 19,201
----------------------------------------------------- ----- --------- --------
* Issue costs include both fundraising costs and expenses
incurred from the Company's DRIS.
Reconciliation of Profit before Taxation to Net Cash Outflow
from Operating Activities
2022 2021
GBP000 GBP000
Profit before taxation 6,253 20,389
(Decrease) increase in trade and other payables (3,722) 4,412
Increase in accrued income and other assets (529) (117)
Gain on disposal of investments (3,586) (5,342)
Gains on investments held at fair value (4,287) (20,702)
Capitalised income (40) (59)
-------------------------------------------------- -------- ---------
Net cash outflow from operating activities (5,911) (1,419)
-------------------------------------------------- -------- ---------
The accompanying notes on pages 65 to 89 of the annual report
are an integral part of these financial statements.
Notes to the Financial Statements
1. Principal Accounting Policies
Basis of Preparation
The accounts have been prepared on a going concern basis as set
out in the Directors Report on page 38 of the annual report and in
accordance with UK-adopted Financial Reporting Standards
(UK-adopted IFRS).
The directors have carefully considered the issue of going
concern in view of the Company's activities and associated risks.
The Company has a well-diversified portfolio with businesses in a
variety of sectors, many of which are well funded. Some portfolio
companies may require additional funding in the near- to
medium-term; the Company is well placed to provide this, where
appropriate.
The Company has a significant level of liquidity, which will be
further enhanced by the current fundraising. In addition, the Board
has control over, and can flex as appropriate, the Company's major
outgoings, which predominantly comprise investments, dividends and
share buy-backs.
The directors have also assessed whether material uncertainties
exist and their potential impact on the Company's ability to
continue as a going concern; they have concluded that no such
material uncertainties exist.
Taking all of the above into consideration, the directors are
satisfied that the Company has sufficient resources to meet its
obligations for at least 12 months from the date of this report and
therefore believe that it is appropriate to continue to apply the
going concern basis of accounting in preparing the financial
statements.
The financial statements have been prepared under the historical
cost basis as modified by the measurement of investments at fair
value through profit or loss.
The accounts have been prepared in compliance with the
recommendations set out in the Statement of Recommended Practice
'Financial Statements of Investment Trust Companies and Venture
Capital Trusts' issued by the Association of Investment Companies
(issued in July 2022 - "SORP") to the extent that they do not
conflict with UK-adopted Financial Reporting Standards (UK-adopted
IFRS).
The financial statements are prepared in accordance with
UK-adopted Financial Reporting Standards (UK-adopted IFRS) and
interpretations in force at the reporting date. New standards
coming into force during the year and future standards that come
into effect after the year-end have not had a material impact on
these financial statements.
The Company has carried out an assessment of accounting
standards, amendments and interpretations that have been issued by
the IASB and that are effective for the current reporting period.
The Company has determined that the transitional effects of the
standards do not have a material impact.
The financial statements are presented in sterling and all
values are rounded to the nearest thousand (GBP000), except where
stated.
Financial Assets held at Fair Value through Profit or Loss -
Investments
Financial assets designated as at fair value through profit or
loss ("FVPL") at inception are those that are managed and whose
performance is evaluated on a fair value basis, in accordance with
the documented investment strategy of the Company. Information
about these financial assets is provided internally on a fair value
basis to the Company's key management. The Company's investment
strategy is to invest cash resources in venture capital investments
as part of the Company's long-term capital growth strategy.
Consequently, all investments are classified as held at fair value
through profit or loss.
All investments are measured at fair value on the whole unit of
account basis with gains and losses arising from changes in fair
value being included in the Statement of Comprehensive Income as
gains or losses on investments held at fair value.
Transaction costs on purchases are expensed immediately through
profit or loss.
Although the Company holds more than 20 per cent of the equity
of certain companies, it is considered that the investments are
held as part of the investment portfolio, and their value to the
Company lies in their marketable value as part of that portfolio.
These investments are therefore not accounted for using equity
accounting, as permitted by IAS 28 'Investments in associates' and
IFRS 11 'Joint arrangements' which give exemptions from equity
accounting for venture capital organisations.
Under IFRS 10 "Consolidated Financial Statements", control is
presumed to exist when the Company has power over an investee
(whether or not used in practice); exposure or rights; to variable
returns from that investee, and ability to use that power to affect
the reporting entities returns from the investees. The Company does
not hold more than 50 per cent of the equity of any of the
companies within the portfolio. The Company does not control any of
the companies held as part of the investment portfolio. It is not
considered that any of the holdings represent investments in
subsidiary undertakings.
Valuation of Investments
Unquoted investments are valued in accordance with IFRS 13 "Fair
Value Measurement" and, using the International Private Equity and
Venture Capital Valuation Guidelines ("the IPEV Guidelines")
updated in December 2022. Quoted investments are valued at market
bid prices. A detailed explanation of the valuation policies of the
Company is included below.
Initial Measurement
The best estimate of the initial fair value of an unquoted
investment is the cost of the investment. Unless there are
indications that this is inappropriate, an unquoted investment will
be held at this value within the first three months of
investment.
Subsequent Measurement
Based on the IPEV Guidelines we have identified six of the most
widely used valuation methodologies for unquoted investments. The
Guidelines advocate that the best valuation methodologies are those
that draw on external, objective market-based data in order to
derive a fair value.
Unquoted Investments
> Revenue multiples. An appropriate multiple, given the risk
profile and revenue growth prospects of the underlying company, is
applied to the revenue of the company. The multiple is adjusted to
reflect any risk associated with lack of marketability and to take
account of the differences between the investee company and the
benchmark company or companies used to derive the multiple.
> Earnings multiple. An appropriate multiple, given the risk
profile and earnings growth prospects of the underlying company, is
applied to the maintainable earnings of the company. The multiple
is adjusted to reflect any risk associated with lack of
marketability and to take account of the differences between the
investee company and the benchmark company or companies used to
derive the multiple.
> Net assets. The value of the business is derived by using
appropriate measures to value the assets and liabilities of the
investee company.
> Discounted cash flows of the underlying business. The
present value of the underlying business is derived by using
reasonable assumptions and estimations of expected future cash
flows and the terminal value, and discounted by applying the
appropriate risk-adjusted rate that quantifies the risk inherent in
the company.
> Discounted cash flows from the investment. Under this
method, the discounted cash flow concept is applied to the expected
cash flows from the investment itself rather than the underlying
business as a whole.
> Price of recent investment . This may represent the most
appropriate basis where a significant amount of new investment has
been made by an independent third party. This is adjusted, if
necessary, for factors relevant to the background of the specific
investment such as preference rights and will be benchmarked
against other valuation techniques. In line with the IPEV
Guidelines the price of recent investment will usually only be used
for the initial period following the round and after this an
alternative basis will be found.
Due to the significant subjectivity involved, discounted cash
flows are only likely to be reliable as the main basis of
estimating fair value in limited situations. Their main use is to
support valuations derived using other methodologies and for
assessing reductions in fair value.
One of the valuation methods described above is used to derive
the gross attributable enterprise value of the company after which
adjustments are then made to reflect specific circumstances, such
as the impact of the coronavirus pandemic. This value is then
apportioned appropriately to reflect the respective debt and equity
instruments in the event of a sale at that level at the reporting
date.
Listed Investment Funds
Listed investment funds are valued at active market bid price.
An active market is defined as one where transactions take place
regularly with sufficient volume and frequency to determine price
on an ongoing basis. No methodology other than active market bid
price has been applied as at 31 December 2022.
Income
Dividends and interest are received from financial assets
measured at fair value through profit and loss and are recognised
on the same basis in the Statement of Comprehensive Income. This
includes interest and preference dividends rolled up and/or payable
at redemption. Interest income is also received on cash, cash
equivalents and current asset investments. Dividend income from
unquoted equity shares is recognised at the time when the right to
the income is established.
Expenses
Expenses are accounted for on an accruals basis. Expenses are
charged through the Revenue column of the Statement of
Comprehensive Income, except for the Manager's fee and incentive
fees. Of the Manager's fees 75 per cent are allocated to the
Capital column of the Statement of Comprehensive Income, to the
extent that these relate to an enhancement in the value of the
investments and 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. The incentive fee payable to the
Manager (as set out in note 3) is charged wholly through the
Capital column.
Tax relief is allocated to the Capital Reserve using a marginal
basis.
Incentive Fee
The incentive fee is accounted for on an accruals basis. As
further detailed in note 3, the incentive fee is calculated as 20
per cent of the amount by which the cumulative dividends per
ordinary share paid as at the last business day in December in any
year, plus the average of the Company's middle market price per
ordinary share on the five dealing days prior to that day, exceeds
the Hurdle (as defined in note 3), multiplied by the number of
ordinary shares issued and the ordinary shares under option. At the
end of each reporting period, an accrual is recognised based upon
the cumulative dividends per ordinary share paid to the reporting
date, plus the average of the Company's middle market price per
ordinary share on the five dealing days prior to the reporting
date. The incentive fee is charged wholly through the Capital
column.
Cash, Cash Equivalents and Current Asset Investments
Cash at bank comprises cash at hand and bank deposits with an
original maturity of less than three months, readily convertible to
a known amount of cash and subject to an insignificant risk of
changes in value.
Current asset investments comprise money market funds and
balances held in fixed term deposits which mature after three
months.
Cash and cash equivalents include cash at hand, money market
funds and bank deposits repayable on up to three months' notice as
these meet the definition in IAS 7 'Statement of cash flows' of a
short-term highly liquid investment that is readily convertible
into known amounts of cash and subject to insignificant risk of
change in value.
Balances held in fixed term deposits which mature after three
months are not classified as cash and cash equivalents, as they do
not meet the definition in IAS 7 'Statement of cash flows' of
short-term highly liquid investments.
Cash and cash equivalents are valued at amortised cost, which
equates to fair value.
Cash flows classified as "operating activities" for the purposes
of the Statement of Cash Flows are those arising from the Revenue
column of the Statement of Comprehensive Income, together with the
items in the Capital column that do not fall to be easily
classified under the headings for "investing activities" given by
IAS 7 'Statement of cash flows', being management and incentive
fees payable to the Manager. The capital cash flows relating to the
acquisition and disposal of investments are presented under
"investing activities" in the Statement of Cash Flows in line with
both the requirements of IAS 7 and the positioning given to these
headings by general practice in the industry.
Share Capital and Reserves
Share Capital
This reserve contains the nominal value of all shares allotted
under offers for subscription.
Share Premium Account
This reserve contains the excess of gross proceeds less issue
costs over the nominal value of shares allotted under offers for
subscription, to the extent that it has not been cancelled.
Capital Reserve
The following are included within this reserve:
-- Gains and losses on realisation of investments ;
-- Realised losses upon permanent diminution in value of investments;
-- Capital income from investments;
-- 75 per cent of the Manager's fee expense, together with the
related taxation effect to this reserve in accordance with the
policy on expenses in note 1 of the financial statements;
-- Incentive fee payable to the Manager;
-- Capital dividends paid to shareholders;
-- Applicable share issue costs;
-- Purchase and holding of the Company's own shares; and
-- Credits arising from the cancellation of any share premium account.
Investment Holding Gains and Losses Reserve
Increases and decreases in the valuation of investments held at
the year end are accounted for in this reserve, except to the
extent that the diminution is deemed permanent.
Revenue Reserve
This reserve includes all revenue income from investments along
with any costs associated with the running of the Company - less 75
per cent of the Manager's fee expense as detailed in the Capital
Reserve above.
Taxation
Due to the Company's status as a venture capital trust and the
continued intention to meet the conditions required to comply with
Chapter 3 Part 6 of the Income Tax Act 2007, no provision for
taxation is required in respect of any realised or unrealised
appreciation of the Company's investments which arises. Deferred
tax is recognised on all temporary differences that have
originated, but not reversed, by the balance sheet date.
Deferred tax assets are only recognised to the extent that they
are regarded as recoverable. Deferred tax is calculated at the tax
rates that are expected to apply when the asset is realised.
Deferred tax assets and liabilities are not discounted.
Dividends Payable
Dividends payable are recognised only when an obligation exists.
Interim and special dividends are recognised when paid and final
dividends are recognised when approved by shareholders in general
meetings.
Segmental Reporting
In accordance with IFRS 8 'Operating segments' and the criteria
for aggregating reportable segments, segmental reporting has been
determined by the directors based upon the reports reviewed by the
Board. The directors are of the opinion that the Company has
engaged in a single operating segment - investing in equity and
debt securities within the United Kingdom - and therefore no
reportable segmental analysis is provided .
Critical Accounting Estimates and Judgements
The preparation of financial statements in conformity with
generally accepted accounting practice requires the use of
estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Although these estimates are based on management's best
knowledge of the amount, event or actions, actual results may
ultimately differ from those estimates. The estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial year are those used to determine the fair value
of investments at fair value through profit or loss, as disclosed
in note 7 to the financial statements.
The fair value of investments at fair value through profit or
loss is determined by using valuation techniques. As explained
above, the Board uses its judgement to select from a variety of
methods and makes assumptions that are mainly based on market
conditions at each balance sheet date.
The Board uses its judgement to select the appropriate method
for determining the fair value of investments through profit or
loss.
2. Income
2022 2021
GBP000 GBP000
Dividends from unquoted companies 642 328
Interest on loans to unquoted companies 206 273
-------------------------------------------- ------- -------
Income from unquoted portfolio 848 601
Income from listed investment funds 22 -
-------------------------------------------- ------- -------
Income from investments held at fair value
through profit or loss 870 601
Interest on bank deposits 205 60
1,075 661
-------------------------------------------- ------- -------
3. Administrative Expenses
2022 2021
GBP000 GBP000
Manager's fee 1,786 1,492
Administration fee 75 70
-------------------------------------------------- ------- -------
Total payable to YFM Private Equity Limited 1,861 1,562
Incentive fee 635 4,407
Other expenses:
General expenses 120 63
Directors' remuneration 106 96
Listing and registrar fees 68 55
Auditor's remuneration - audit fees (excluding
irrecoverable VAT) 62 41
Trail commission 59 33
Printing 40 34
Irrecoverable VAT 43 25
-------------------------------------------------- ------- -------
2,994 6,316
Fair value movement related to credit risk (299) -
-------------------------------------------------- ------- -------
2,695 6,316
-------------------------------------------------- ------- -------
Ongoing charges figure 2.08% 2.16%
-------------------------------------------------- ------- -------
Directors' remuneration comprises only short term benefits
including social security contributions of GBP10,000 (2021:
GBP8,000).
The directors are the Company's only key management
personnel.
No fees are payable to the auditor in respect of other services
(2021: GBPnil, apart from costs of GBP12,000 for audit-related
services which were charged to the share premium account).
YFM Private Equity Limited has acted as Manager and performed
administrative and secretarial duties for the Company under an
agreement dated 28 November 2000, superseded by an agreement dated
31 October 2005 and as varied by agreements dated 8 December 2010,
26 October 2011, 16 November 2012, 17 October 2014, 7 August 2015
and 13 November 2019 (the "IA"). The agreement may be terminated by
not less than twelve months' notice given by either party at any
time. Under an Investment Agreement dated 13 November 2019, YFM
Private Equity Limited was appointed as the Company's Alternative
Investment Fund Manager. As a result, the Company was de-registered
by the Financial Conduct Authority as a Small Registered
Alternative Fund Manager on 24 March 2021 and responsibility for
the custody of the Company's investments passed to YFM Private
Equity Limited on that date.
The key features of the agreement are:
-- YFM Private Equity Limited receives a Manager's fee, payable
quarterly in advance, calculated at half-yearly intervals as at 30
June and 31 December. The fee is allocated between capital and
revenue as described in note 1;
-- The annual Manager's fee payable to the Manager is 1.0 per
cent on all surplus cash, defined as all cash above GBP5 million.
The annual fee on all other assets will be 2.0 per cent of net
assets per annum. Based on the Company's net assets at 31 December
2022 of GBP111,869,000, and cash of GBP28,274,000 at that date this
equates to approximately GBP2,002,000 per annum;
-- YFM Private Equity Limited shall bear the annual operating
costs of the Company (including the Manager's fee set out above but
excluding any payment of the performance incentive fee, details of
which are set out below and excluding VAT and trail commissions) to
the extent that those costs exceed 2.9 per cent of the net asset
value of the Company; and
-- under the IA, YFM Private Equity Limited also provides
administrative and secretarial services to the Company for a fee of
GBP46,000 per annum plus annual adjustments to reflect movements in
the Retail Prices Index. This fee is charged fully to revenue, and
totalled GBP75,000 for the year ended 31 December 2022 (2021:
GBP70,000).
When the Company makes investments into its unquoted portfolio,
the Manager charges that investee an advisory fee. With effect from
1 October 2013, if the average of relevant fees exceeds 3.0 per
cent of the total invested into new portfolio companies and 2.0 per
cent into follow-on investments over the Company's financial year,
this excess will be rebated to the Company. As at 31 December 2022,
the Company was due a rebate from the Manager of GBPnil (2021:
GBPnil).
Monitoring and directors' fees the Manager receives from the
investee companies are limited to a maximum of GBP40,000 (excluding
VAT) per annum per company.
The total remuneration payable to YFM Private Equity Limited
under the IA in the year was GBP1,861,000 (2021: GBP1,562,000).
Under the IA, YFM Private Equity Limited is entitled to receive
fees from investee companies in respect of the provision of
non-executive directors and other advisory services. YFM Private
Equity Limited is responsible for paying the due diligence and
other costs incurred in connection with proposed investments which
for whatever reason do not proceed to completion. In the year ended
31 December 2022, the fees receivable by YFM Private Equity Limited
from investee companies which were attributable to advisory and
directors' and monitoring fees amounted to GBP2,026,000 (2021:
GBP1,235,000).
Under the Subscription Rights Agreement dated 23 November 2001
between the Company, YFM Private Equity Limited and Chord Capital
Limited ("Chord" formerly Generics Asset Management Limited), as
amended by an agreement between those parties dated 31 October
2005, YFM Private Equity Limited and Chord have a
performance-related incentive, structured so as to entitle them to
an amount equivalent to 20 per cent of the amount by which the
cumulative dividends per ordinary share paid as at the last
business day in December in any year, plus the average of the
middle market price per ordinary share on the five dealing days
prior to that day, exceeds 120 pence per ordinary share, multiplied
by the number of ordinary shares issued and the ordinary shares
under option (if any) (the "Hurdle"). Under the terms of the
Subscription Rights Agreement, once the Hurdle has been exceeded it
is reset at that value going forward, which becomes the new Hurdle.
Any subsequent exercise of these rights will only occur once the
new Hurdle has been exceeded. The subscription rights are
exercisable in the ratio 95:5 between the Manager and Chord Capital
Limited.
By a Deed of Assignment dated 19 December 2003 (together with a
supplemental agreement dated 5 October 2005), the benefit of the
YFM Private Equity Limited subscription right was assigned to YFM
Private Equity Limited Carried Interest Trust (the "Trust"), an
employee benefit trust formed for the benefit of certain employees
of YFM Private Equity Limited and associated companies. Pursuant to
a deed of variation dated 16 November 2012 between the Company, the
trustees of the Trust and Chord, the Subscription Rights Agreement
was varied so that the subscription rights will be exercisable in
the ratio of 95:5 between the trustees of the Trust and Chord.
Pursuant to a deed of variation dated 5 August 2014 the
Subscription Rights Agreement was varied so that the recipient was
changed from the Trust to YFM Private Equity Limited. Pursuant to a
deed of variation dated 13 November 2019 the Subscription Rights
Agreement was varied so that the recipients can elect to receive
the incentive in the form of shares or cash.
As at 31 December 2021 the total of cumulative cash dividends
paid and mid-market price was 135.5 pence per ordinary share.
Consequently the Hurdle was exceeded and a performance related
incentive of GBP4,407,000 for the year ended 31 December 2021 was
paid. The Hurdle for the year ending 31 December 2022 was reset at
135.5 pence per ordinary share.
As at 31 December 2022, the total of cumulative cash dividends
paid and mid-market price was 137.25 pence per ordinary share.
Consequently the Hurdle was exceeded and a performance related
incentive of GBP635,000 for the year ended 31 December 2022 is
payable. The Hurdle for the year ending 31 December 2023 is reset
at 137.25 pence per ordinary share.
If the IA is terminated, the beneficiaries of the Incentive
Agreement will continue to be entitled to the Incentive Payment.
The Incentive Payment will be modified so as to entitle the
recipients to an Incentive Payment that is fair, having regard to
all the circumstances.
Under the terms of the offer launched with British Smaller
Companies VCT plc on 22 September 2021, YFM Private Equity Limited
was entitled to 3.0 per cent of gross subscriptions, (3.5 per cent
for Applications received from Applicants who did not invest their
money through a financial intermediary advisor and invested
directly into the Company) less commissions payable to an
execution-only broker or platform. The net amount paid to YFM
Private Equity Limited under this offer amounted to GBP744,000.
Under the terms of the offer launched with British Smaller
Companies VCT plc on 30 November 2022, YFM Private Equity Limited
will be entitled to 3.0 per cent of gross subscriptions, (3.5 per
cent for Applications received from Applicants who did not invest
their money through a financial intermediary advisor and invested
directly into the Company) less commissions payable to an
execution-only broker or platform.
The details of directors' remuneration are set out in the
Directors' Remuneration Report on page 50 of the annual report
under the heading "Directors' Remuneration for the year ended 31
December 2022 (audited)".
4 Taxation
2022 2021
------------------------------------- ---------------------------
Revenue Capital Total Revenue Capital Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Profit (loss) before taxation 354 5,899 6,253 (130) 20,519 20,389
------------------------------- -------- -------- -------- -------- -------- --------
Profit (loss) before taxation
multiplied by standard
rate of corporation tax
in UK of 19% (2021 :19%) 67 1,121 1,188 (25) 3,899 3,874
Effect of:
UK dividends received (172) - (172) (62) - (62)
Non-taxable profits on
investments - (1,496) (1,496) - (4,948) (4,948)
Deferred tax not recognised 105 375 480 87 1,049 1,136
Tax charge - - - - - -
------------------------------- -------- -------- -------- -------- -------- --------
The Company has no provided or unprovided deferred tax liability
in either year.
Deferred tax assets of GBP3,703,000 (2021: GBP3,072,000)
calculated at 25% (2021: 25%) in respect of unrelieved management
expenses (GBP14.81 million as at 31 December 2022 and GBP12.29
million as at 31 December 2021) have not been recognised as the
directors do not currently believe that it is probable that
sufficient taxable profits will be available against which assets
can be recovered.
Due to the Company's status as a venture capital trust and the
continued intention to meet with the conditions required to comply
with Section 274 of the Income Tax Act 2007, the Company has not
provided for deferred tax on any capital gains or losses arising on
the revaluation or realisation of investments.
5. Dividends
Amounts recognised as distributions to equity holders in the
period to 31 December:
2022 2021
Revenue Capital Total Revenue Capital Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Interim dividend for the
year ended 31 December
2022 of 1.5p (2021: 1.5p)
per ordinary share - 2,718 2,718 - 1,934 1,934
Second interim dividend
for the year ended 31 December
2022 of 1.5p (2021: 1.5p)
per ordinary share - 2,726 2,726 1,559 544 2,103
Third interim dividend
for the year ended 31 December
2021 of 5.0p per ordinary
share - - - - 6,978 6,978
- 5,444 5,444 1,559 9,456 11,015
------------------------------------------- -------- -------- -------- -------- --------
Shares allotted under DRIS (1,085) (2,250)
-------------------------------------------- -------- -------- -------- -------- --------
Dividends paid in Statement
of Cashflows 4,359 8.765
-------------------------------------------- -------- -------- -------- -------- --------
The first interim dividend of 1.5 pence per ordinary share was
paid on 6 May 2022 to shareholders on the register as at 1 April
2022.
The second interim dividend of 1.5 pence per ordinary share was
paid on 3 October 2022 to shareholders on the register as at 2
September 2022.
A special dividend of 2.25 pence per ordinary share in respect
of the year ending 31 December 2023, amounting to GBP4,097,000, was
paid on 11 January 2023 to shareholders on the register on 18
November 2022. An interim dividend of 1.5 pence per ordinary share,
in respect of the year ending 31 December 2023, will be paid on 26
June 2023 to shareholders on the register on 12 May 2023. These
dividends were not recognised in the year ended 31 December 2022 as
the obligations did not exist at the balance sheet date.
6. Basic and Diluted Earnings per Ordinary Share
The basic and diluted earnings per ordinary share is based on
the profit after tax attributable to shareholders of GBP6,253,000
(2021: GBP20,389,000) and 181,163,554 (2021: 138,592,343) ordinary
shares being the weighted average number of ordinary shares in
issue during the year.
The basic and diluted revenue earnings (loss) per ordinary share
is based on the revenue profit for the year attributable to
shareholders of GBP354,000 (2021: loss of GBP130,000) and
181,163,554 (2021: 138,592,343) ordinary shares being the weighted
average number of ordinary shares in issue during the year.
The basic and diluted capital earnings per ordinary share is
based on the capital profit for the year attributable to
shareholders of GBP5,899,000 (2021: GBP20,519,000) and 181,163,554
(2021: 138,592,343) ordinary shares being the weighted average
number of ordinary shares in issue during the year.
During the year the Company allotted 1,826,028 new ordinary
shares in respect of its DRIS and 40,224,521 new ordinary shares
from the fundraising.
The Company has also repurchased 2,737,038 of its own shares in
the year, and these shares are held in the capital reserve. The
total of 18,666,812 treasury shares has been excluded in
calculating the weighted average number of ordinary shares for the
period. The Company has no securities that would have a dilutive
effect and hence basic and diluted earnings per ordinary share are
the same.
The Company has no potentially dilutive shares and consequently,
basic and diluted earnings per ordinary share are equivalent in
both the year ended 31 December 2022 and 31 December 2021.
7. Financial Assets at Fair Value though Profit or Loss - Investments
IFRS 13, in respect of financial instruments that are measured
in the balance sheet at fair value, requires disclosure of fair
value measurements by level of the following fair value measurement
hierarchy:
Level 1 : quoted prices in active markets for identical assets
or liabilities. The fair value of financial instruments traded in
active markets is based on quoted market prices at the balance
sheet date. A market is defined as a market in which transactions
for the asset or liability take place with sufficient frequency and
volume to provide pricing information on an ongoing basis. The
quoted market price used for financial assets held by the Company
is the current bid price. These instruments are included in level 1
and comprise fixed income securities classified as held at fair
value through profit or loss.
Level 2 : the fair value of financial instruments that are not
traded in an active market is determined by using valuation
techniques. These valuation techniques maximise the use of
observable market data where it is available and rely as little as
possible on entity specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument
is included in level 2. The Company held no such instruments in the
current or prior year.
Level 3 : the fair value of financial instruments that are not
traded in an active market (for example, investments in unquoted
companies) is determined by using valuation techniques such as
revenue and earnings multiples. If one or more of the significant
inputs is not based on observable market data, the instrument is
included in level 3. The majority of the Company's investments fall
into this category at 31 December 2022.
Each investment is reviewed at least quarterly to ensure that it
has not ceased to meet the criteria of the level in which it is
included at the beginning of each accounting period. The change in
fair value for the current and previous year is recognised through
profit or loss.
There have been no transfers between these classifications in
either period.
All items held at fair value through profit or loss were
designated as such upon initial recognition.
Valuation of Investments
Full details of the methods used by the Company are set out in
note 1. Where investments are held in listed investment funds, fair
value is set at the market bid price.
Movements in investments at fair value through profit or loss
during the year to 31 December 2022 are summarised as follows:
IFRS 13 measurement classification Level 3 Level 1
------------------------------------ ------------- ------------------ -------------
Unquoted Listed Investment Total
Investments Funds Investments
GBP000 GBP000 GBP000
Opening cost 42,037 - 42,037
Opening investment holding gain* 27,982 - 27,982
------------- ------------------ -------------
Opening fair value at 1 January
2022 70,019 - 70,019
Additions at cost 16,226 1,752 17,978
Capitalised income 40 - 40
Disposal proceeds (12,929) - (12,929)
Net profit on disposal 3,586 - 3,586
Change in fair value 1,451 (156) 1,295
Foreign exchange gain 2,992 - 2,992
------------------------------------ ------------- ------------------ -------------
Closing fair value at 31 December
2022 81,385 1,596 82,981
------------------------------------ ------------- ------------------ -------------
Closing cost 49,494 1,752 51,246
Closing investment holding gain* 31,891 (156) 31,735
------------------------------------ ------------- ------------------ -------------
Closing fair value at 31 December
2022 81,385 1,596 82,981
------------------------------------ ------------- ------------------ -------------
* Following the merger between the Company and British Smaller
Technologies Company VCT plc a total of GBP975,000 of negative
goodwill was recognised in the investment holding gains and losses
reserve in respect of the investments acquired. The relevant amount
per investment is realised at the point of disposal to the capital
reserve. At 31 December 2022 a total of GBP27,000 (2021: GBP27,000)
was held on investments yet to be realised in the investment
holdings gains and losses reserve.
There were no individual reductions in fair value during the
year that exceeded 5 per cent of the total assets of the Company
(2021: GBPnil).
Level 3 valuations include assumptions based on non-observable
market data, such as discounts applied either to reflect changes in
fair value of financial assets held at the price of recent
investment, or to adjust revenue and earnings multiples. IFRS 13
requires an entity to disclose quantitative information about the
significant unobservable inputs used. Of the Company's level 3
investments, 75 per cent are held on a revenue multiple basis and
12 per cent on an earnings multiple basis, which have significant
judgement applied to the valuation inputs. The table on page 76 of
the annual report sets out the range of Revenue Multiple (RM),
Earnings Multiple (EM) multiple, and discounts applied in arriving
at investments valued on these bases. The remaining 13 per cent are
valued based on cost or price of recent investment, reviewed for
change in fair value (7 per cent), net asset value reviewed for
change in fair value (3 per cent) and expected sale proceeds (3 per
cent).
The following disposals took place in the year:
Net proceeds Cost Opening Profit
from sale carrying (loss)
value on disposal
as at
1 January
2022
GBP000 GBP000 GBP000 GBP000
Unquoted investments:
Springboard Research Holdings
Limited 5,782 1,881 3,959 1,823
Intelligent Office UK (IO Outsourcing
Limited t/a Intelligent Office) 4,080 1,956 3,163 917
Vuealta Group Limited* 3,067 1,970 2,061 1,006
Arraco Global Markets Limited* - 1,780 160 (160)
Seven Technologies Holdings Limited - 1,222 - -
Total proceeds received** 12,929 8,809 9,343 3,586
--------------------------------------- ------------- ------- ----------- -------------
* opening carrying value includes further investments made
during the year.
** The total from disposals in the year in the table above is
GBP12,929,000 whereas that shown in the Statement of Cash Flows is
GBP12,933,000. The difference comprises proceeds of GBP4,000 which
were received relating to a prior year disposal.
8. Basic and Diluted Net Asset Value per Ordinary Share
The basic and diluted net asset value per ordinary share is
calculated on attributable assets of GBP111,869,000 (2021:
GBP87,375,000) and 181,468,710 (2021: 142,155,199) ordinary shares
in issue at the year end.
The treasury shares have been excluded in calculating the number
of ordinary shares in issue at 31 December 2022.
The Company has no potentially dilutive shares and consequently,
basic and diluted net asset values per ordinary share are
equivalent in both the years ended 31 December 2022 and 31 December
2021.
9. Total Return per Ordinary Share
The Total Return per ordinary share is calculated on cumulative
dividends paid of 81.0 pence per ordinary share (2021: 78.0 pence
per ordinary share) plus the net asset value as calculated per note
8 above.
10. Financial Commitments
There are no financial commitments at 31 December 2022 or 31
December 2021.
11. Related Party Transactions
Fees payable during the year to the directors and their
interests in shares of the Company are disclosed within the
Directors' Remuneration Report on page 50 of the annual report.
There were no amounts outstanding and due to the directors at 31
December 2022 (2021: GBPnil).
12. Events after the Balance Sheet Date
Having previously assessed its expected cash requirements, the
Company announced a new share offer on 30 November 2022, alongside
British Smaller Companies VCT plc, with the intention of raising up
to GBP75 million, in aggregate which included an over-allotment
facility of GBP25 million, in aggregate. Gross Applications
exceeding GBP62.5 million have been received as at the date of this
report, of which GBP23.5 million relate to the Company. The related
allotment will take place in early April 2023.
Since year-end, the Company has invested GBP2.4 million into
DrDoctor, a patient engagement and communications software
platform. The Company also realised its investment in Wakefield
Acoustics at the value recognised at 31 December 2022 (GBP0.6
million).
13. Contingent Liability
As set out in note 3 above, the Manager and Chord Capital are
entitled to a performance-related incentive fee if the cumulative
dividends per ordinary share paid as at the last business day of
December in any year, plus the average of the middle market price
per ordinary share of the five dealing days prior to that day,
exceeds a Hurdle, which is set at 137.25 pence per ordinary share
for the year ending 31 December 2023. The value of the incentive
fee is 20 per cent of the excess to the Hurdle, multiplied by the
number of ordinary shares issued. Excluding the payment of
dividends, the reported net assets per ordinary share have
increased by 2.8 pence per ordinary share since 31 December 2022.
If this increase were to flow through to an increase in the middle
market price per ordinary share in the last five dealing days of
December 2023, at a discount of 5 per cent to the net asset value
per ordinary share, then an incentive fee of approximately
GBP872,000 would be payable at 31 December 2023 based on the number
of shares in issue at 20 March 2023.
14. Annual Report and Accounts
Copies of the statutory accounts for the year ended 31 December
2022 will shortly be submitted to the National Storage Mechanism
and will be available to the public for viewing online at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . They can
also shortly be viewed on the Company's website at
http://www.bscfunds.com . Hard copies of the statutory accounts for
the year to 31 March 2022 will be distributed by post or
electronically to shareholders and will thereafter be available to
members of the public from the Company's registered office.
15. Directors
The directors of the Company are Mr P C Waller, Ms B L Anderson
and Mr R S McDowell.
16. Annual General Meeting
The Annual General Meeting of the Company will be held at 2:30
pm on 15 June 2023 at 8-10 Hill Street, London, W1J 5NG. Full
details of the agenda for this meeting are included in the Notice
of the Annual General Meeting on page 90 of the annual report.
17. Interim Dividend for the Year Ending 31 March 2023
The directors are pleased to announce the payment of an interim
dividend for the year ending 31 December 2023 of 1.5 pence per
ordinary share ("Interim Dividend").
The Interim Dividend will be paid on 26 June 2023 to those
shareholders on the Company's register at the close of business on
12 May 2023. The ex-dividend date will be 11 May 2023.
The directors are not proposing a final dividend for the year
ended 31 December 2022.
18. Dividend Re-investment Scheme
The Company operates a dividend re-investment scheme ("DRIS").
The latest date for receipt of new or updated DRIS elections in
respect of the Interim Dividend is the close of business on 26 May
2023.
19. Inside Information
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU No. 596/2014). Upon the
publication of this announcement via Regulatory Information Service
this inside information is now considered to be in the public
domain.
For further information, please contact:
David Hall YFM Private Equity Limited Tel: 0113 244 1000
Alex Collins Panmure Gordon (UK) Limited Tel: 0207 886 2767
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
FR NKKBNQBKDDNB
(END) Dow Jones Newswires
March 20, 2023 11:00 ET (15:00 GMT)
British Smaller Companie... (LSE:BSC)
Historical Stock Chart
From Jun 2024 to Jul 2024
British Smaller Companie... (LSE:BSC)
Historical Stock Chart
From Jul 2023 to Jul 2024
