TIDMCLC
RNS Number : 4434Q
Calculus VCT PLC
18 October 2019
Calculus VCT plc
Half Yearly Report for the six months ended 31 August 2019
INVESTMENT OBJECTIVE
The Company's principal objectives for investors are to:
-- invest in a portfolio of Venture Capital Investments that
will provide investment returns that are sufficient to allow the
Company to maximise dividends and capital growth over the medium to
long term;
-- generate sufficient returns from a portfolio of Venture
Capital Investments that will provide attractive long-term returns
within a tax efficient vehicle;
-- review and pay the appropriate level of dividends annually
taking account of investment returns achieved and future prospects;
and
-- maintain VCT status to enable qualifying investors to retain
their income tax relief of up to 30 per cent. on the initial
investment and receive tax-free dividends and capital growth.
FINANCIAL REVIEW
Ordinary share fund
Financial Highlights 6 months to 6 Months to 12 Months to
31 August 2019 31 August 2018 28 February 2019
Total return per new
Ordinary share (0.28p) (1.63p) (7.27p)
Net asset value per
new Ordinary share 72.20p 81.10p 75.84p
To date, 11.65 pence of dividends have been paid to eligible
Ordinary shareholders. In addition, since launch 85.24 pence has
been paid to original ordinary shareholders and 75.10 pence to
original C shareholders including the equivalent dividends paid
since the share class merger that took place on 1 August 2017.
CHAIRMAN'S UPDATE
I am pleased to present your Company's results for the 6 months
to 31 August 2019.
Performance summary
The NAV showed a 3.6p per share decrease in the 6 months to 31
August 2019. Of this decrease in value, 3.4 pence per share is
attributable to the dividend that was paid in July 2019. The
further movement is attributable to the performance of qualifying
investments.
I am delighted to report that during the period, the Company's
holding in Synpromics Limited was sold achieving an impressive
return for investors. Whilst the financial terms of the acquisition
are undisclosed, the return achieved significantly exceeds target
returns. The deal is further enhanced by the potential to benefit
from future licensing fees on Synpromics existing portfolio of
licences.
AnTech has performed well in the period, increasing 30% in value
since 28 February 2019. This is predominantly due to the growth of
its directional drilling tools division. Money Dashboard has
increased in value by 20% in the period as it has improved its
market position following a funding round in July 2019.
Although many companies in the portfolio showed strong growth,
the Company's NAV was hit by the write down of some investments.
Terrain Energy was written down by GBP265,000 due to the
disappointing results of the Brockham well test. Solab's equity was
written down in full losing GBP180,000 of NAV value when the
company was put in administration in June 2019. The value of Pico's
(Benito's Hat) has also been written down as the company is
continuing to experience difficult trading conditions. In addition,
the current economic and political uncertainty in the UK which has
led to weak performance of the public markets has also impacted the
few AIM quoted holdings in the portfolio.
The NAV also suffered from the low return earned on cash and
near cash balances held by the Company awaiting investment. The
Company has an active investment programme and funds are now being
put to work.
In the period to 31 August 2019, six new investments were made
on behalf of the qualifying portfolio:
- March 2019: the Company invested an additional GBP100,000 in WheelRright Limited
- April 2019: GBP300,000 was invested in Wazoku Limited
- April 2019: GBP300,000 was invested in existing portfolio
company Blu Wireless Technologies Limited
- May 2019: the Company invested GBP340,000 in IPV Limited
- May 2019: the Company invested a further GBP200,000 in Every1Mobile Limited
- July 2019: the Company invested a further GBP150,000 in Quai Administration Services Limited
Further information can be found on new investee companies
Wazoku Limited and IPV Limited in the Investment Manager's
Report.
Buybacks
During the period, the Company bought back and cancelled 78,279
Ordinary shares. The Company continues to review opportunities to
carry out share buybacks at a discount of no greater than 10% to
NAV.
Dividends
As mentioned above, a dividend was paid on 26 July 2019 of 3.4
pence per eligible Ordinary share.
Board composition
Michael O'Higgins stepped down from the board following the AGM
in July 2019 and I was appointed Chairman from that date. I would
like to thank Michael for his contribution to the VCT over the past
10 years.
Change of auditor
The Company appointed BDO LLP to take over from Grant Thornton
in May 2019 after carrying out a tender process. BDO LLP were then
elected by shareholders at the Annual General Meeting on 4 July
2019.
Ordinary share issue
The offer for subscription for Ordinary Shares that opened on 13
September 2018 and closed on 31 August 2019 received aggregate
subscriptions from the issue of Ordinary shares of GBP5.9
million.
On 24 September 2019 a new prospectus was launched for a further
offer for subscription for Ordinary Shares, with the shares to be
issued in the 2019/20 and 2020/21 tax years.
Developments since the period end
On 6 September 2019, the Company issued 1,334,399 Ordinary
Shares under the prospectus approved on 13 September 2019. The
Company subsequently launched a new offer 24 September 2019.
Other than mentioned above, there have been no material
developments since the period end.
Jan Ward
Chairman
18 October 2019
INTERIM MANAGEMENT REPORT
Venture Capital Investments
Portfolio developments
Calculus Capital Limited manages the Company's portfolio of
venture capital investments. In general, Calculus Capital prefers
investments to be of a sufficient size to enable them to play an
influential role in helping the investee companies develop.
Investments by the Company may be by way of equity, and also by way
of loan stock and/or preference shares which provide income to
assist in paying dividends and provide a measure of risk
mitigation.
As at 31 August 2019, the portfolio had 31 Qualifying
Investments. An update on some of the portfolio companies has been
provided below.
AnTech Limited
AnTech is a specialist engineering company in the oil and gas
market, manufacturing products for use in oil and gas production,
as well as providing directional coiled tube drilling services. The
Products Division supplies high specification customised and
standard products. The division is on track for a record year, with
current sales and the order book bolstered by continued oil price
stabilisation. AnTech's Services Division has developed a new
generation of directional drilling tools, which transforms the
manner and efficiency with which oil and gas wells can be drilled
with coiled tubing. Following a period of slowly gaining market
acceptance, the division is showing promising signs of growth, with
a bigger and better pipeline than previously. AnTech has managed
its resources, including cash, well and is optimistic about the
prospects for both its divisions.
Arcis Biotechnology Holdings Limited
Arcis has developed an innovative way of extracting DNA and
potentially RNA which has significant advantages over other
techniques. Arcis' patented sample preparation system simply and
rapidly opens up human cells, microorganisms, viruses and fungi to
release the DNA / RNA and, unlike competitor processes, the Arcis
chemistry more effectively protects the DNA / RNA from degradation.
Arcis has signed its first commercial license agreement providing
its technology in the development of a rapid diagnostic test. The
initial progress of this collaboration has been positive. In July
2019 Arcis received a GBP1.2m investment from new and existing
investors. The funds will be used to further support the company's
product development and commercialization efforts.
Arecor Limited
Arecor, with a proprietary technology platform, partners with
major global pharmaceutical and biotech companies in a licencing
model to deliver superior reformulations of their proprietary
products, which would not be possible using conventional
formulation science. Arecor is also leveraging its platform to
develop its own portfolio of products, initially focused on
improving the treatment of diabetes. Since the investment by
Calculus VCT, as part of a GBP6m round, the company has appointed a
new CFO, Susan Lowther, who has significant experience across both
private and public fast-growing life science companies. In March
2019, in line with its plan, Arecor announced that its Phase I
clinical trial application for its ultra-rapid acting insulin
product has been approved by the Austrian regulator. The trial is
being conducted in Austria at an internationally recognised centre
of excellence in the field of diabetes research and results are
expected later in 2019.
Blu Wireless Technology Limited
The Company invested GBP300,000 in Blu Wireless Technology (BWT)
in April 2019. BWT is a key player in the development of high
frequency (mmWave) wireless communication, which allows for
multi-gigabit per second data transfer with low latency has been
heralded as the future for ultra-fast wireless technology. Key
market applications include: reducing the cost of building dense 5G
networks by providing backhaul through fixed wireless access (FWA);
and reliable high-speed connectivity for high speed trains and
vehicles. BWT is a key part of two UK government contracts as part
of the UK's 5G Strategy, including in Liverpool to support the NHS
and its high-speed transport technology is being used in the Auto
Air Testbed. In February 2019, BWT announced a partnership with
FirstGroup, to deliver high speed internet to trains both in the UK
and overseas. In April 2019, BWT completed a GBP12.6m funding
round, in which Calculus VCT participated alongside ARM (formerly
Arm Holdings) and other new institutional investors.
Cloud Trade Technologies Limited
Cloud Trade is a software company providing technology that
allows businesses to automate the invoice handling process in a way
that is completely invisible to the supplier. Invoices are simply
directed to a new email address, allowing Cloud Trade's patented
software to automatically extract the relevant data and inject it
directly into the accounting system. Today, Cloud Trade's software
is primarily used to automate the accounts payable process, but the
technology is applicable to any computer-generated document. With
the rise of robotic process automation (RPA) systems, Cloud Trade's
addressable market is expected to expand significantly. Since the
investment by Calculus, the company has appointed a new Chairman,
Philip Padfield, and a new Chief Revenue Officer, Steve Emecz,
established a US entity (Cloud Trade Inc.) and launched Cloud Trade
Logistics; a specialised product for the US freight logistics
industry. Cloud Trade has progressed well over recent months with
new customers won in the US (Cloud Trade Logistics), the UK and
Europe. In June 2019, Cloud Trade launched on the Systems
Applications and Products ("SAP(R)") App Center, the digital
marketplace for SAP partner offerings, which is expected to be an
important future sales channel.
Essentia Analytics Limited
Essentia Analytics provides decision analytics in order to
improve the performance of active asset managers. Essentia's
proprietary software conducts full algorithmic analysis of all past
investment decisions, and using machine learning identifies each
individual portfolio manager's behavioural biases. The software
then continuously monitors their portfolio including individual
stock performance and trading and creates proactive behavioural
'nudges' to help the fund manager improve his or her performance.
Quarterly consultation sessions are also provided to reinforce
change in behavioural trading biases at an individual and team
level. Its customers include large US, UK and European asset
management companies as well as hedge funds. In January 2019,
Calculus invested GBP2.5m in the company, which is being used to
expand their product offering, in particular for asset allocators
(CIOs), and to drive growth by strengthening the US and European
sales and marketing capability.
Every1Mobile Limited
The Company invested GBP200,000 in Every1Mobile ('E1M') in May
2019 bringing the total investment to GBP400,000. In 2018, E1M grew
revenues by 60%, and won several major contracts, including its
first Software-as-a-Service (SaaS) licensing contract for delivery
of online business education services to micro-entrepreneurs across
Unilever's worldwide emerging markets. Its platform also connects
3,200 shopkeepers and 13,000 consumers in Kenya and Nigeria as part
of public-private partnership between Unilever, DFID and the Bill
& Melinda Gates Foundation. These partnerships are designed to
build the businesses of low-income shopkeepers via education and
access to services, such as consumer vouchering. In February 2019,
DeafKidz International and E1M announced a partnership to develop
an online platform for emerging markets worldwide that will enable
professionals, such as teachers, police, social workers and health
workers, to access online training and resources and access peer
and expert support through their mobile phone.
IPV Limited
The Company invested GBP340,000 in IPV during the period:
GBP40,000 of equity and GBP300,000 of loan notes. IPV's proprietary
software enables companies to access, store, modify, tag and
transfer video content quickly and efficiently, significantly
improving internal processes and creating more routes to market.
IPV's products are designed to create a "Content Factory"
experience for the users, streamlining the creative editorial
process and the delivery of content to multiple platforms. IPV has
an established, blue chip customer base in the media and broadcast
industry, including Turner, Sony Entertainment, the Oscars (AMPAS)
and Sky. IPV continues to move from its historical "perpetual
licence" model to a subscription and hosted, recurring revenue
model. The change has resulted in relatively flat total revenues
over recent periods, but strong growth in the more valuable,
recurring revenue stream. In 2018, total revenues fell slightly
compared to the prior year, but more valuable recurring revenue
increased by 60% from GBP1m to GBP1.6m over the same period. Focus
for the next twelve months is to continue increasing the recurring
revenues.
MicroEnergy Generation Services Limited
MicroEnergy Generation Services owns and operates a fleet of 147
small onshore wind turbines (<5kW). Revenues from the fleet of
turbines come from two sources, firstly, there is the Government
backed feed-in tariff paid by the electricity suppliers for every
kilowatt of electricity generated. Secondly, there is an export
tariff for any surplus electricity not used by the site owner that
is exported to the grid. Full year generation to 31 March 2019 was
in line with the previous year despite a lower wind resource due to
efforts being focused on optimising the performance of the fleet.
This included the recent replacement of nine of its Chinese
manufactured Huaying HY5 turbines with Elance R9000s which do not
suffer from reliability issues. The company is actively
investigating exit opportunities.
Money Dashboard Limited
Money Dashboard offers its users a free view of their finances
(from bank accounts, credit cards, store cards, etc.) in one secure
place. The company's proprietary transaction tagging technology
analyses the user's spending into categories, providing an
automatically updating, consolidated view of their financial lives.
Money Dashboard's principal revenue stream is based upon
aggregating its users' data on an anonymous basis to analyse
consumer spending trends, which can be sold to institutional
investors and others. In August 2019, Calculus Capital invested a
further GBP1.0m (as part of a GBP4.6m round) which will be used to
support additional recruitment, as well as to further develop the
company's technological offering, helping cement the company's
market leading position.
Open Orphan plc (formerly Venn Life Sciences)
In May 2019 the Board of Directors of Venn Life Sciences, an
integrated Contract Research Organisation providing drug
development, clinical trial management and resourcing solutions,
recommended the company enter into a reverse takeover transaction
with Open Orphan, a services platform for pharmaceutical and
biotechnology companies with a particular focus on drugs for rare
diseases, which have been designated as "Orphan Drugs". Open Orphan
has built a database connecting over 4,000 rare disease specialist
physicians with over 500 pharmaceutical companies with orphan drugs
in development or on the market across Europe. Open Orphan has also
begun establishing a patient health data platform, with a focus on
rare diseases. Venn Life Sciences' service offerings will enable
the combined group to assist the developers of rare disease and
orphan products from pre-clinical development through to
commercialisation. The combined group aims to build a leading,
European-focussed, rare and orphan drug consulting services
platform, building on its existing capability through strategic and
targeted acquisitions.
Oxford BioTherapuetics Limited
Oxford BioTherapeutics (OBT) is a clinical stage oncology
company committed to the discovery and development of novel
therapies for various cancer types. OBT has a number of partnered
programs, as well as a strong pipeline of proprietary
immune-oncology (IO) therapies, which are used to re-engage and
recruit the body's immune system to attack cancer cells. In June
2019, OBT received a milestone payment from Boehringer Ingelheim
(BI) in relation to the advancement of one of two pre-clinical
stage candidates, which BI is developing. In addition, the most
advanced of OBT's two clinical stage assets, which are both being
funded by The Menarini Group through to completion of Phase II, has
begun clinical development in the US for patients with high risk
breast cancer and other solid tumours. In August 2019, OBT received
an investment of $5m from ALSA Ventures, a life sciences investor
focused on novel therapeutics.
Park Street Shipping Limited
In February 2017, Park Street Shipping purchased MV Nordic
London, a 2010 South Korean built 35,000 dwt Handysize dry bulk
carrier, taking advantage of the attractive investment environment
in the sector. The company recently secured a 7-10-month charter
with Cargill, the largest privately held corporation in the United
States in terms of revenue, at USD 10,300 per day. This is the same
day rate as the previous charter which was secured when the market
was stronger suggesting that the vessel is performing well and in
demand. Mid-term prospects for the sector are encouraging with
fleet growth expected to be approximately 2% versus dry bulk demand
growth of 3%, although ongoing risks to the sector persist due to
international trade disputes. The valuation has been increased
since the last valuation date due to the strength of the USD
against the GBP as the vessel earns income in USD.
Pico's Limited ("Benito's Hat")
Benito's Hat is a Mexican-themed fast casual restaurant business
with eight sites. As has been widely reported, trading in the
casual dining market is challenging at present. A new site model
was established to adapt to the current environment, reducing new
build costs and giving the brand the ability to open smaller
stores. Whilst this work has been necessary, it has meant that the
business incurred a number of one-off costs. Combined with the
slower than expected maturity of newly opened stores, this led to a
deterioration in cashflow. Having taken advice from restructuring
experts the company took the decision to pursue a Company Voluntary
Arrangement ("CVA"). The proposal was approved with 93% of
creditors voting in favour. While negotiations with landlords are
ongoing and will be key to building a sustainable business, the
company is focusing on initiatives to protect revenues in the
current volatile consumer spending environment. Management is
focused on achieving a sustainable level of profitability before
pursuing an exit opportunity for shareholders.
Quai Administration Services Limited
The Company invested GBP150,000 in Quai in July 2019. Quai's
platform administers thousands of individual savings plans at a
fraction of the cost incurred by established insurance companies
and wealth managers, with the company's compliant and efficient
administration systems providing clients with the ability to drive
operational efficiencies. Quai's systems focus on the provision of
two core administration services: Product Administration for
mass-market consumer offerings and Portfolio Administration for
private client and portfolio managers. Since Calculus' initial
investment, Quai's revenues have grown by nearly 300% (over 30%
compound annual growth). Quai now has 11 customers live on its
platform including PJMilton, Punter Southall, Digital Moneybox and
Tavistock Investments. In the coming year Quai is reviewing the
possibility of applying for its own FCA permissions, which would
expand the company's range of services, increase margins and reduce
reliance on third parties for a key service.
Terrain Energy Limited
Terrain has interests in four production licences and seven
exploration licences. Terrain's most promising assets are its 100%
owned and operated exploration licences in Germany with recoverable
resources estimated at 23 billion cubic feet (bcf) of gas and 3.1
million barrels of oil. Three geothermal wells have been drilled on
and adjacent to these licences in recent years targeting water and
have made significant hydrocarbon discoveries thus de-risking the
assets for Terrain. Terrain's near-term focus is maximising cash
flow from its production and development assets in order to support
the delivery of its German appraisal blockbuster in the mid-term,
but it is not without risk. The Brockham well was tested in June
2019 with the conclusion that oil could not be produced from the
Kimmeridge formation at commercial levels. This, alongside
continuing operational issues at the Whisby field, has reduced the
company's value. The Directors are examining the prospect of an
exit event in the short-medium term, depending on market
conditions.
Wazoku Limited
Calculus VCT invested GBP300,000 in Wazoku Ltd in April 2019 as
part of GBP2.5m investment round. Wazoku has developed a market
leading platform and suite of support services to enable firms to
innovate at scale. The core product, Idea Spotlight, is a Global
Home for Ideas. It is a customisable off-the--shelf solution
offering collaborative idea management modules to meet the diverse
set of innovation requirements that global businesses have.
Successful innovation requires not only capturing ideas, but also
collating, analysing and implementing them. The platform provides
the process and structure to capture, evolve, evaluate, develop,
measure, select and implement the best ideas from internal or
external stakeholders. Wazoku has an impressive client list
including John Lewis, Aviva, HSBC, Oxford University and
Bristol-Myers Squibb.
Weeding Technologies Limited ("Weedingtech")
Weedingtech is a cleantech company focused on replacing toxic
herbicides, particularly in the municipal market. Weedingtech's
technology treats weed and moss using environmentally friendly hot
foam (which keeps the heat on long enough to kill the weed or
moss). The last twelve months have seen increased legal and public
focus on the use of chemical herbicides, particularly in public
areas. There have been a number of very large court awards against
Monsanto in relation to the use of glyphosate and an estimated
11,000 further US cases are pending. In April 2019, with Calculus
Capital's support, Weedingtech secured a GBP2.2m funding round from
a new institutional investor specialising in environmental
sustainability. The funds will be used for the continued expansion
into the US, sales and marketing and operational improvements.
Developments since the period end
Other than as disclosed above, there have been no developments
since the period end.
Calculus Capital Limited
18 October 2019
INVESTMENT PORTFOLIO AS AT 31 AUGUST 2019
- TOTAL FUND
% of Net Assets
Unquoted - loan stock 10%
Quoted and unquoted - ordinary and
preference shares 37%
Unquoted - liquidity funds 38%
Net current assets 15%
------------------------------------ -----
100%
Asset class - % of Portfolio
Quoted and unquoted - Qualifying
Investments 55%
Unquoted - other non-Qualifying
Investments 45%
----------------------------------- ------------------------------------
100%
Book Cost Valuation Movement
since %
28 Feb of
19
Company Nature of Business GBP'000 GBP'000 % Portfolio
---------------------------------- ------------------------- ---------- ---------- --------- ------------
Qualifying Investments
Air Leisure Group Limited Leisure 200 - - -
AnTech Limited Oil services 120 186 30% 1
Arcis Biotechnology Holdings
Limited Med Tech 275 275 - 2
Arecor Limited Biotech 100 114 14% 1
Blu Wireless Technology
Limited Technology Hardware 450 745 67%* 6
C4X Discovery Holdings
plc Pharma Services 199 84 (42%) 1
Cloud Trade Technologies
Limited Software 200 249 8% 2
Cornerstone Brands Limited E-commerce 150 150 - 1
Duvas Technologies Limited Oil & Gas Services 208 198 (5%) 1
Essentia Analytics Limited Technology Services 200 219 9% 2
Every1Mobile Limited Technology Services 400 430 -* 3
Genedrive plc Biotech 144 44 (35%) -
Infrastrata plc Gas Utilities 2 1 (66%) -
IPV Limited Technology Software 340 340 New 3
MicroEnergy Generation
Services Energy 148 77 7% 1
MIP Diagnostics Biotech 200 240 - 2
Mologic Limited Med Tech 200 266 - 2
Money Dashboard Limited Personal Finance 277 332 20% 2
Open Energy Market Limited Technology Services 200 230 - 2
Open Orphan plc Clinical Research 55 15 87% -
Oxford Bio Therapeutics
Limited Biotech 200 243 21% 2
Park Street Shipping
Limited Shipping 150 218 9% 2
Pico's Limited Leisure 199 103 (43%) 1
Quai Administration Services
Limited Technology 370 370 -* 3
Scancell Holdings plc Biotech 378 178 (3%) 1
Solab Group Limited Cosmetics 479 295 (38%) 2
Terrain Energy Limited Oil & gas production 967 616 (30%) 5
Tollan Energy Limited Energy 13 12 - -
Wazoku Limited Technology Software 300 349 New 3
Weeding Technologies
Limited Technology Hardware 216 258 11% 2
WheelRight Limited Industrials Engineering 300 300 -* 2
---------------------------------- ------------------------- ---------- ---------- --------- ------------
Total Qualifying Investments 7,640 7,137 55
Other non-Qualifying
Investments
---------------------------------- ------------------------- ---------- ---------- --------- ------------
Aberdeen Sterling Liquidity
Fund Liquidity fund 1,882 1,882 15
Fidelity Sterling Liquidity
Fund Liquidity fund 1,883 1,897 15
Goldman Sachs Sterling
Liquidity Fund Liquidity fund 1,880 1,880 15
Terrain Energy Limited Oil and gas production 5 3 -
---------------------------------- ------------------------- ---------- ---------- --------- ------------
Total Other non-Qualifying
Investments 5,650 5,662 45
----------------------------------- ------------------------ ---------- ---------- --------- ------------
Total Investments 13,290 12,799 100
Net Current Assets less
Creditors due after one
year 2,193
----------------------------------- ------------------------ ---------- ---------- --------- ------------
Net Non-Current Assets
less Creditors due after
one year 4
----------------------------------- ------------------------ ---------- ---------- --------- ------------
Net Assets 14,996
----------------------------------- ------------------------ ---------- ---------- --------- ------------
*Where additions have been made to existing holdings in the
period, the movement includes the additional cost as if the
additional investment had been held at the year end.
PRINCIPAL RISKS
The principal risks facing the Company remain the same as those
detailed on page 25 of the Annual Report and Accounts for the year
ended 28 February 2019.
Brexit is still causing uncertainty however it remains our view
that our portfolio companies are not experiencing material
difficulties as a result of the political situation.
The main risks faced by the Company include, but are not limited
to, loss of approval as a venture capital trust and other
regulatory breaches, risks of making and realising qualifying
investments, liquidity/marketability risk, changes in
legislation/taxation, engagement of third party advisers, market
price risk and credit risk.
GOING CONCERN
After making enquiries, and having reviewed the portfolio,
balance sheet and projected income and expenditure for the next
twelve months, the Directors have a reasonable expectation that the
Company has adequate resources to continue in operation for the
foreseeable future. The Directors have therefore adopted the going
concern basis in preparing these condensed financial
statements.
DIRECTORS' RESPONSIBILITY STATEMENT
The half-yearly financial report has been reviewed by the
Company's auditors. This report is the responsibility of, and has
been approved by, the Directors. The Directors confirm that to the
best of their knowledge the half-yearly financial report, which has
been prepared in accordance with the UK Listing Authority
Disclosure and Transparency Rules ("DTR") and in accordance with
the Financial Reporting Council's Financial Reporting Standard 104:
'Interim Financial Reporting' gives a true and fair view of the
assets, liabilities, financial position and the net return of the
Company as at 31 August 2019.
The Directors confirm that the Chairman's Update, the Investment
Management report, the disclosures above and notes 10 and 11,
include a fair review of the information required by DTR 4.2.7R,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed set of financial statements and a description of the
principal risks and uncertainties for the remaining six months of
the financial year, and DTR 4.2.8R.
The Directors of Calculus VCT plc are:
Jan Ward
Kate Cornish-Bowden
Claire Olsen
John Glencross
By order of the Board
Jan Ward
Chairman, 18 October 2019
CONDENSED INCOME STATEMENT
FOR THE PERIOD FROM 1 MARCH 2019 TO 31 AUGUST 2019
(UNAUDITED)
6 Months Ended 6 Months Ended 12 Months Ended
31 August 2019 31 August 2018 28 February 2019
Revenue Capital Revenue Capital Revenue Capital
--------------- ----- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Return Return Total Return Return Total Return Return Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment
holding
losses 8 - (50) (50) - (174) (174) - (612) (612)
Gain/(loss) on
disposal
of
investments 8 - 154 154 - 104 104 - (88) (88)
Income 77 - 77 42 - 42 91 - 91
Investment
management
fee (32) (98) (130) (24) (72) (96) (49) (148) (197)
Other
operating
expenses (107) - (107) (93) - (93) (221) - (221)
--------------- ----- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
(Loss)/profit
on ordinary
activities
before
taxation (62) 6 (56) (75) (142) (217) (179) (848) (1,027)
--------------- ----- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Taxation on 3 - - - - - - - - -
ordinary
activities
--------------- ----- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
(Loss)/profit
for the
period (62) 6 (56) (75) (142) (217) (179) (848) (1,027)
--------------- ----- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Basic and
diluted
deficit
per new
Ordinary
share 2 (0.31)p 0.03p (0.28)p (0.56)p (1.07)p (1.63)p (1.27)p (6.00)p (7.27)p
--------------- ----- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
The supplementary revenue return and capital return columns are
both prepared in accordance with the Association of Investment
Companies ("AIC") Statement of Recommended Practice ("SORP"). No
operations were acquired or discontinued during the period. All
items in the above statements derive from continuing operations.
There were no recognised gains or losses other than those passing
through the Income Statement. The notes form an integral part of
these condensed financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 1 MARCH 2019 TO 31 AUGUST 2019
(UNAUDITED)
Non-distributable reserves Distributable
reserves
Share Capital Capital Capital
Share Premium Special Redemption Reserve Reserve Revenue
Capital Account Reserve Reserve Realised Unrealised Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- -------- -------- ------------------- --------------- --------- ----------- --------- --------
For the 6
month period
to 31
August 2019
1 March 2019 184 5,584 9,488 56 215 (441) (1,115) 13,971
Investment
holding
losses - - - - - (50) - (50)
Gain on
disposal of
investments - - - - 154 - - 154
New share
issue 24 1,881 - - - - - 1,905
Expenses of
share issue - (37) - - - - - (37)
Share
buybacks for
cancellation (1) - (54) 1 - - - (54)
Management
fee
allocated to
capital - - - - (98) - - (98)
Change in
accrual in
IFA
Commission - (24) - - - - - (24)
Revenue
return after
tax - - - - - - (62) (62)
Dividends
paid (note
9) - - (709) - - - - (709)
--------------
31 August
2019 207 7,404 8,725 57 271 (491) (1,177) 14,996
-------------- -------- -------- ------------------- --------------- --------- ----------- --------- --------
For the 6
month period
to 31
August 2018
1 March 2018 116 298 9,974 56 451 171 (936) 10,130
Investment
holding
gains - - - - - (174) - (174)
Gain on
disposal of
investments - - - - 104 - - 104
New share
issue 30 2,474 - - - - - 2,504
Expenses of
share issue - (90) - - - - - (90)
Share
buybacks for
cancellation - - (7) - - - - (7)
Management
fee
allocated to
capital - - - - (72) - - (72)
Change in
accrual in
IFA
Commission - (38) - - - - - (38)
Revenue
return on
ordinary
activities
after tax - - - - - - (75) (75)
Dividend paid
(note 9) - - (451) - - - - (451)
-------------- -------- -------- ------------------- --------------- --------- ----------- --------- --------
31 August
2018 146 2,644 9,516 56 483 (3) (1,011) 11,831
-------------- -------- -------- ------------------- --------------- --------- ----------- --------- --------
CONDENSED
STATEMENT OF Non-distributable
CHANGES reserves Distributable
IN EQUITY reserves
(CONTINUED)
Share Capital Capital Capital
Share Premium Special Redemption Reserve Reserve Revenue
Capital Account Reserve Reserve Realised Unrealised Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
For the 12
months to 28
February
2019*
1 March 2018 116 298 9,974 56 451 171 (936) 10,130
Investment
holding
losses - - - - - (612) - (612)
Loss on
disposal of
investments - - - - (88) - - (88)
New share
issue 68 5,446 - - - - - 5,514
Expenses of
share issue - (98) - - - - - (98)
Share
buybacks for
cancellation - - (35) - - - - (35)
Management
fee
allocated to
capital - - - - (148) - - (148)
Change in
accrual in
IFA
commission - (62) - - - - - (62)
Revenue
return after
tax - - - - - - (179) (179)
Dividends
paid - - (451) - - - - (451)
-------------- -------- -------- ------------------- --------------- --------- ----------- --------- --------
28 February
2019 184 5,584 9,488 56 215 (441) (1,115) 13,971
-------------- -------- -------- ------------------- --------------- --------- ----------- --------- --------
* These figures are audited.
CONDENSED BALANCE SHEET
AS AT 31 AUGUST 2019
(UNAUDITED)
31 August 2019 31 August 2018 28 February 2019*
Note GBP'000 GBP'000 GBP'000
---------------------------------------- ----- --------------- --------------- ------------------
Fixed assets
Investments 8 12,799 11,015 11,593
Debtors 92 - -
---------------------------------------- ----- --------------- --------------- ------------------
12,891 11,015 11,593
Current assets
Debtors 136 47 1,417
Cash at bank and on deposit 2,200 950 1,176
---------------------------------------- ----- --------------- --------------- ------------------
2,336 997 2,593
---------------------------------------- ----- --------------- --------------- ------------------
Creditors: amounts falling due within
one year
Creditors (143) (130) (145)
Net current assets 2,193 867 2,448
---------------------------------------- ----- --------------- --------------- ------------------
Total assets less current liabilities 15,084 11,882 14,041
---------------------------------------- ----- --------------- --------------- ------------------
Creditors: amounts falling due after
more than one year
IFA trail commission (88) (51) (70)
Total net assets 14,996 11,831 13,971
---------------------------------------- ----- --------------- --------------- ------------------
Capital and reserves
Called-up share capital 6 207 146 184
Share premium account 7,404 2,644 5,584
Special reserve 8,725 9,516 9,488
Capital redemption reserve 57 56 56
Capital reserve - realised 271 483 215
Capital reserve - unrealised (491) (3) (441)
Revenue reserve (1,177) (1,011) (1,115)
Total shareholders' funds 14,996 11,831 13,971
Net asset value per new Ordinary share
- basic 4 72.20p 81.10p 75.8p
---------------------------------------- ----- --------------- --------------- ------------------
* These figures are audited. The notes form an integral part of
these condensed financial statements.
CONDENSED STATEMENT OF CASH FLOW
FOR TO THE PERIOD FROM 1 MARCH 2019 TO 31 AUGUST 2019
(UNAUDITED)
6 Months 6 Months 12 Months
Ended Ended Ended
31 August 31 August 28 February
2019 2018 2019*
Note GBP'000 GBP'000 GBP'000
----------------------------------------- ----- ---------- ---------- ------------
Cash flow from operating activities
Investment income received 18 33 47
Deposit interest received 4 2 3
Investment management fees paid (111) (87) (190)
Other cash payments (144) (114) (213)
----------------------------------------- ----- ---------- ---------- ------------
Net cash flow from operating activities 5 (233) (166) (353)
----------------------------------------- ----- ---------- ---------- ------------
Cash flow from investing activities
Purchase of investments (1,390) (3,357) (6,057)
Sale of investments 196 254 1,746
----------------------------------------- ----- ---------- ---------- ------------
Net cash flow from investing activities (1,194) (3,103) (4,311)
----------------------------------------- ----- ---------- ---------- ------------
Cash flow from financing activities
Shares issued 3,262 2,504 4,157
Expenses of share issues (41) (90) (94)
IFA trail commission (7) (4) (4)
Share buybacks for cancellation (54) (7) (35)
Equity dividend paid 9 (709) (451) (451)
----------------------------------------- ----- ---------- ---------- ------------
Net cash flow from financing activities 2,451 1,952 3,573
----------------------------------------- ----- ---------- ---------- ------------
Increase/(decrease) in cash and cash
equivalents 1,024 (1,317) (1,091)
----------------------------------------- ----- ---------- ---------- ------------
Opening cash and cash equivalents 1,176 2,267 2,267
Net cash increase/(decrease) 1,024 (1,317) (1,091)
Closing cash and cash equivalents 2,200 950 1,176
----------------------------------------- ----- ---------- ---------- ------------
* These figures are audited. The notes form an integral part of these Accounts.
CONDENSED NOTES TO THE ACCOUNTS
1. Nature of Financial Information
The unaudited half-yearly financial information does not
constitute statutory financial statements as defined in Section 434
of the Companies Act 2006 and has not been reviewed nor audited by
the auditors. This information has been prepared on the basis of
the accounting policies used in the statutory financial statements
of the Company for the year ended 28 February 2019, and in
accordance with FRS 104. The statutory financial statements for the
year ended 28 February 2019, which contained an unqualified
auditors' report, have been lodged with the Registrar of Companies,
did not include a reference to any matters to which the auditor
drew attention by way of emphasis without qualifying the report and
did not contain statements under Section 498(2) or (3) of the
Companies Act 2006.
2. Return per Share
6 Months Ended 6 Months Ended 12 Months Ended
31 August 2019 31 August 2018 28 February 2019
Revenue Capital Total Revenue Capital Total Revenue Capital Total
pence pence pence pence pence pence pence pence pence
------------ -------- -------- -------- -------- -------- -------- -------- -------- --------
Return per
Ordinary
share (0.3) - (0.3) (0.6) (1.1) (1.7) (1.3) (6.0) (7.3)
New Ordinary shares
Revenue return per Ordinary share is based on the net revenue
loss on ordinary activities after taxation of GBP62,180 and on
20,217,168 Ordinary shares, being the weighted average number of
Ordinary shares in issue during the period.
Capital return per Ordinary share is based on the net capital
gain for the period of GBP6,118 and on 20,217,168 Ordinary shares,
being the weighted average number of Ordinary shares in issue
during the period.
Total return per Ordinary share is based on the net loss on
ordinary activities for the period of GBP56,062 and on 20,217,168
Ordinary shares, being the weighted average number of Ordinary
shares in issue during the period.
3. Taxation on Ordinary Activities
The estimated effective tax rate at the period end is 0 per
cent. This remains unchanged from the prior year end.
4. Net Asset Value per Share
31 August 31 August 28 February
2019 2018 2019
pence Pence Pence
Net asset value per new Ordinary
share 72.2 81.1 75.8
The basic net asset value per new Ordinary share is based on net
assets (including current period revenue) of GBP14,996,000 and on
20,770,422 Ordinary shares, being the number of new Ordinary shares
in issue at the period end.
5. Reconciliation of Net Profit before Tax to Cash Flow from
Operating Activities
31 August 31 August 28 February
2019 2018 2019
GBP'000 GBP'000 GBP'000
------------------------------------- ---------- ---------- ------------
Ordinary Share Fund
Loss on ordinary activities before
tax (56) (217) (1,027)
(Gain)/loss on investments (104) 70 700
Increase in debtors (75) (3) (16)
Increase/(decrease) in creditors 2 (16) (10)
Cash flow from operating activities (233) (166) (353)
------------------------------------- ---------- ---------- ------------
6. Called up share capital
31 August
2019
Number GBP'000
---------------------------- ----------- ----------
Ordinary shares of 1p each 20,770,422 207
In April 2019 the Company issued 2,076,361 Ordinary shares for a
total consideration of GBP1,630,725. In June 2019, 349,967 shares
were issued for total consideration of GBP274,375.
In August 2019, the Company bought back and cancelled 78,279
shares.
Following the issues and cancellation noted above there were
20,770,422 Ordinary shares in issue as at 31 August 2019.
7. Contingent assets and contingent liabilities
There were no contingent assets or contingent liabilities in
existence at 31 August 2019 (31 August 2018: GBPnil, 28 February
2019: GBPnil).
8. Fair Value Hierarchy
Investments held at fair value through profit or loss are valued
in accordance with IPEV guidelines.
The valuation method used will be the most appropriate valuation
methodology for an investment within its market, with regard to the
financial health of the investment and the IPEV guidelines. As
required by the Standard, an analysis of financial assets and
liabilities, which identifies the risk of the Company's holding of
such items is provided. The Standard requires an analysis of
investments carried at fair value based on the reliability and
significance of the information used to measure their fair
value.
In order to provide further information on the valuation
techniques used to measure assets carried at fair value, we have
categorised the measurement basis into a "fair value hierarchy" as
follows:
- Quoted market prices in active markets - "Level 1"
Inputs to Level 1 fair values are quoted prices for identical
asset in an active market. Quoted in an active market in this
context means quoted prices are readily and regularly available and
those prices represent actual and regularly occurring market
transactions on an arm's length basis. The quoted price is usually
the current bid price. The Company's investments in AIM quoted
equities and money market funds are classified within this
category.
- Valued using models with significant observable market inputs - "Level 2"
Inputs to Level 2 fair values are inputs other than quoted
prices included within Level 1 that are observable for the asset,
either directly or indirectly.
- Valued using models with significant unobservable market inputs - "Level 3"
Inputs to Level 3 fair values are unobservable inputs for the
asset. Unobservable inputs may have been used to measure fair value
to the extent that observable inputs are not available, thereby
allowing for situations in which there is little, if any, market
activity for the asset at the measurement date (or market
information for the inputs to any valuation models). As such,
unobservable inputs reflect the assumptions the Company considers
that market participants would use in pricing the asset. The
Company's unquoted equities and loan stock are classified within
this category. Unquoted investments are valued in accordance with
the IPEVCA guidelines.
Level 1 Level 2 Level 3 Total
GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- --------
Ordinary Share Fund
Opening book cost 6,422 - 5,612 12,034
Opening unrealised depreciation (362) - (79) (441)
-------- -------- -------- --------
Opening valuation 6,060 - 5,533 11,593
-------- -------- -------- --------
Movements in the period:
Purchase at cost - - 1,390 1,390
Sales - proceeds - - (288) (288)
Sales - realised gains on
sales - - 154 154
Unrealised gains realised
during the period - - 32 32
Unrealised investment losses (78) - (4) (82)
-------- -------- -------- --------
Closing valuation 5,982 - 6,817 12,799
-------- -------- -------- --------
Closing book cost 6,422 - 6,868 13,290
Closing unrealised depreciation (440) - (51) (491)
-------- -------- -------- --------
Closing valuation 5,982 - 6,817 12,799
-------- -------- -------- --------
During the period there were no transfers between Levels 1, 2 or
3.
9. Dividends
For the year to 28 February 2019, the Ordinary Share Fund
declared a final dividend of 3.4p per share on 20,848,701 eligible
shares amounting to GBP708,852. The dividend was paid on 26 July
2019.
10. Transactions with Related Parties
John Glencross, a Director of the Company, is considered to be a
related party due to his position as Chief Executive and a director
of Calculus Capital Limited, the Company's Investment Manager.
Calculus Capital Limited receives an investment manager's fee
from the Company. For the 6 months to 31 August 2019, Calculus
Capital Limited earned GBP130,091 (31 August 2018: GBP95,748; 28
February 2019: GBP197,314). Calculus Capital Limited also earned a
company secretarial fee of GBP7,500 (31 August 2018: GBP7,500; 28
February 2019: GBP15,000).
Calculus Capital Limited has taken on the expenses cap from 15
December 2015. For the 6 months to 31 August 2019, Calculus Capital
Limited contributed GBP15,705 (31 August 2018: GBP15,204; 28
February 2019: GBPnil).
At 31 August 2019, there was GBP57,427 owed to Calculus Capital
Limited (31 August 2018: GBP55,566; 28 February 2019:
GBP54,445).
11. Transactions with Investment Managers
John Glencross, a Director of the Company, is considered to be a
related party due to his position as Chief Executive and a director
of Calculus Capital Limited, the Company's Investment Manager. He
does not receive any remuneration from the Company. He is a
director of Terrain Energy Limited.
Calculus Capital Limited receives a fee from certain portfolio
companies. In the year the 31 August 2019, Calculus Capital charged
a monitoring fee to , AnTech Limited, Arcis Biotechnology Holdings
Limited, Arecor Limited, Blu Wireless Technology, Cloud Trade
Technologies, Cornerstone Brands Limited, Duvas Technologies
Limited, Essentia Analytics Limited, Every1Mobile Limited, IPV
Limited, MicroEnergy Generation Services Limited, Mologic Limited,
Money Dashboard Limited, Open Energy Market Limited, Oxford
Biotherapeutics Limited, Park Street Shipping Limited, Quai
Administration Services, Solab Group Limited, Synpromics Limited,
Terrain Energy Limited, Tollan Energy Limited, Wazoku Limited,
Weeding Technologies Limited and WheelRight Limited.
Calculus Capital Limited charged a fee for the provision of a
director to Cloud Trade Technologies, Cornerstone Brands Limited,
Essentia Analytics, Every1Mobile Limited, Open Energy Market,
Pico's Limited, Terrain Energy Limited, Wazoku Limited, Weeding
Technologies Limited and WheelRight Limited
Calculus Capital Limited charged an arrangement fee for certain
portfolio companies. In the year 31 August 2019 Calculus Capital
Limited charged an arrangement fee to Every1Mobile Limited and
Wazoku Limited.
Calculus Capital Limited also charged Terrain Energy Limited for
the provision of office support services.
The amount received by Calculus Capital which relates to the
Company's investment was:
31 August 31 August 28 February
2019 2018 2019
GBP GBP GBP
Air Leisure Group Limited - 1,189 2,377
AnTech Limited 262 507 255
Arcis Biotechnology Holdings Limited 91 94 187
Arecor Limited 375 - 2,712
Blu Wireless Technology Limited 1,314 - -
Cloud Trade Technologies Limited 2,080 6,000 7,717
Cornerstone Brands Limited 1,620 1,560 3,120
Duvas Technologies Limited 694 6,249 7,212
Essentia Analytics Limited 1,396 - 4,785
Every1Mobile Limited 1,298 1,364 2,727
IPV Limited 192 - -
MicroEnergy Generation Services Limited 1,014 967 1,964
MIP Diagnostics Limited - - 6,000
Mologic Limited 378 6,177 4,394
Money Dashboard Limited 341 348 696
Open Energy Market Limited 1,387 1,155 2,489
Origin Broadband Limited - 663 678
Oxford Biotherapeutics Limited 1,550 5,999 8,402
Park Street Shipping Limited 533 475 974
Pico's Limited 557 4,638 5,283
Quai Administration Services Limited 698 559 1,013
Solab Group Limited 1,732 2,093 4,050
Synpromics Limited 180 145 290
Terrain Energy Limited 1,956 1,659 3,708
Tollan Energy Limited - 1,659 1,669
Wazoku Limited 10,050 - -
Weeding Technologies Limited 1,013 1,177 1,812
WheelRight Limited 628 - 658
12. Post balance sheet events
On 6 September 2019, the Company issued 1,334,399 Ordinary
Shares under the prospectus approved on 13 September 2019. The
Company subsequently launched a new offer 24 September 2019.
Other than as disclosed above, there have been no post balance
sheet events.
COMPANY INFORMATION
Directors Fund Administrator
Jan Ward Link Alternative Fund Administrators
Limited
Kate Cornish-Bowden Beaufort House
John Glencross 51 New North Road
Claire Olsen Exeter EX4 4EP
Registered Office Auditors
104 Park Street BDO LLP
London 55 Baker Street
W1K 6NF London W1H 7EH
Telephone: 020 7493 4940
Broker
Company Number Nplus1 Singer Advisory LLP
07142153 One Hanover Street
London W1S 1YZ
Venture Capital Investments Manager Registrars
And Company Secretary
Calculus Capital Limited The City Partnership (UK) Limited
104 Park Street 110 George Street
London W1K 6NF Edinburgh
Telephone: 020 7493 4940 EH2 4LH
Website: www.calculuscapital.com Telephone: 0131 243 7210
Sponsor
Beaumont Cornish Limited
29 Wilson Street
London EC2M 2SJ
Telephone: 0207 628 3396
Legal Entity Identifier: 2138005SMDWLMMNPVA90
Printed copies of the Calculus VCT plc Half Yearly Report for
the six months ended 31 August 2019 have not been posted to
shareholders. However, a copy can be found on the following
website: http://www.calculuscapital.com/calculus-vct
For further information, please contact:
Calculus Capital Limited
Telephone: 020 7493 4940
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on this announcement (or
any other website) are incorporated into, or form part of, this
announcement.
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.
END
IR GGGBPUUPBGAR
(END) Dow Jones Newswires
October 18, 2019 11:40 ET (15:40 GMT)
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