Annual Financial Report
THAMES VENTURES VCT 1 PLC
LEI: 213800R88MRC4Y3OIW86
30 JULY 2024
FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2024
Thames Ventures VCT 1 plc, advised by Foresight
Group LLP, today announces the final results for the year ended 31
March 2024. These results were approved by the Board of Directors
on 30 July 2024.
The Annual Report will shortly be available in
full at www.foresight.group/products/thames-ventures-vct-1-plc. All
other statutory information can also be found there.
Financial Highlights
NAV performance
The Net Asset Value per share (“NAV”) decreased
by 5.7 pence per share (11.0%) from 51.8 pence per share as at 31
March 2023 to 46.1 pence per share at the year-end. After adding
back dividends of 2.0p which were paid during the year, NAV total
return decreased by 3.7 pence per share (7.1%). This is a
relatively disappointing performance when compared to the
performance of many other VCTs and the FTSE AIM All Share and FTSE
Small Cap indices over the same period.
Dividend
The interim dividend of 1.1 pence per share paid
post year-end results in total dividends in respect of the
financial year of 2.1 pence per share (2023: 2.5 pence per share),
equivalent to 4.1% based on the opening net asset value.
Steady portfolio activity
Despite the potential disruption of the
migration of the investment advisory team to its new home at
Foresight Group LLP, the year has seen a steady level of portfolio
activity with disposal proceeds totalling £3.4 million (2023: £12.5
million) from eight different investee companies. Additionally, new
and follow on investments totalled £4.5 million (2023: £11.8
million) across seven different investee companies.
Financial Summary
|
|
|
Audited |
|
Audited |
|
|
|
31 Mar |
|
31 Mar |
|
|
|
2024 |
|
2023 |
|
|
|
Pence |
|
Pence |
|
Net asset value per share (“NAV”) |
|
46.1 |
|
51.8 |
|
Cumulative dividends paid since 12 November 2013 |
|
46.5 |
|
44.5 |
|
Total Return (net asset value plus cumulative
dividends paid per share) |
|
92.6 |
|
96.3 |
|
Dividends in respect of financial year |
|
|
|
|
|
Interim dividend per share – 2 February 2024 |
|
1.0 |
|
1.5 |
|
Interim dividend per share – 26 July 2024 |
|
1.1 |
|
1.0 |
|
|
|
2.1 |
|
2.5 |
Investment Objectives
The Company’s principal investment objectives are:
- To provide private investors with attractive returns from a
portfolio of VCT qualifying investments; and
- To maintain VCT status so that the Company and its shareholders
may benefit from the tax reliefs and exemptions available under the
VCT legislation.
The detailed investment policy adopted to achieve the investment
objectives is set out in the Strategic Report on pages 29 and 30 of
the Annual Report and Accounts.
Chair’s Statement
Introduction
I am pleased to present the first Annual Report
since I recently took over the role of Chair of your Company.
Before covering what has been another eventful year, I would like
to update Shareholders on some recent developments since
year-end.
As mentioned in our last annual report, the
Board has been actively considering options for the future of the
Company, looking to pursue any that it concluded may benefit
Shareholders and enable the Company to be better placed to serve
them.
As noted in the announcement made on 26 July
2024, I am pleased to say that the Company is in discussions to
merge with Thames Ventures VCT 2 plc (“TV2”), which would achieve,
amongst other things, cost savings, administration efficiency and
increased scale. I hope any transaction will complete in the early
Autumn and will, of course, report any significant developments to
Shareholders as things progress.
Secondly, as Shareholders will be aware, the
Company’s custodian of quoted assets, IBP Capital Markets Limited
(“IBP”), was put into special administration by the FCA in October
2023. Since then, the Investment Adviser has been working
tirelessly with the Joint Special Administrators (“JSA”) to achieve
a resolution and I am pleased to inform Shareholders that on 19
July we were granted access to c. 80% of the Company’s quoted
assets again following an interim distribution by the JSA to our
new custodian, with the remainder expected to follow in due course.
Unfortunately, a provision of c. £0.88m has been made in the
accounts to cover losses and costs of the JSA, but we expect this
to be a worst-case scenario and hope for a more positive outcome as
part of the final court approved distribution plan. Further details
are provided in my report below and in note 17 of the Annual Report
and Accounts.
As a result of this interim distribution, and
having access to more liquidity across the portfolio, the Board is
pleased to be able to re-introduce the Company’s share buyback
policy, which was temporarily paused towards the end of 2023.
Finally, as announced on 6 June 2024, the
previous Chair, Chris Kay stepped down from the board post year-end
to pursue other interests. From that date, I was appointed to the
role of Chair and Barry Dean to Chair of the Audit Committee. Chris
had been Chair of the Board for over ten years and the Board would
like to express its thanks and gratitude for his valued
contributions and dedicated service throughout his tenure.
Turning to the year ended 31 March 2024, we have
continued to see a challenging investment environment for small
growth businesses, however, there have been some early signs of
recovery in the UK market with decreasing inflation and interest
rates stabilising. Whilst not across the board, and very
early-stage, there have also been some notable portfolio updates
suggesting access to capital and post pandemic headwinds are
beginning to ease.
Investment Advisory Arrangements
This Annual Report covers the first full
financial year with Foresight Group LLP (“Foresight”) as Investment
Adviser to the Company following the acquisition from Downing LLP
(“Downing”) on 4 July 2022.
In the period since, the structure has ensured a
good level of continuity with Downing providing investment advisory
services for the non-venture’s portfolio (quoted growth and yield
focused investments). However, we anticipate reviewing this
arrangement as part of the wider strategic discussions relating to
the potential merger with TV2. This timing also feels appropriate
as we are now approaching the two-year anniversary following the
transfer from Downing to Foresight. All other services are already
carried out by Foresight, including administration, with Foresight
being appointed Company Secretary effective from 1 September
2023.
Net asset value and results
As at 31 March 2024, the net asset value (“NAV”)
per share stood at 46.1p, a decrease of 5.7p (or 11.0%) over the
year. After adding back dividends paid in the year of 2.0p per
share, this results in a decrease of 7.1%.
The Income Statement shows losses attributable
to equity shareholders for the year of £6.7 million, comprising a
revenue loss of £1.3 million and a capital loss of £5.4
million.
Investment portfolio
During the year, the Company invested £4.5
million in seven companies, one of which was new to the
portfolio.
A total of £3.4 million of proceeds were
received from the disposal of eight investments producing a net
realised loss of £8.7 million, including dissolutions.
The whole portfolio showed investment valuation
losses of £4.9 million. £0.7 million of this arose from the quoted
growth investments with last year being undoubtedly one of the most
unforgiving markets for smaller AIM companies we have seen in a
long time. However, performance in the second half of the year was
considerably better than in the first half.
The Company recognised a £0.6 million loss from
the yield focused investments, driven by a £0.5 million decrease in
the valuation of Doneloans Limited.
The remaining £3.6 million loss was from the
unquoted growth investments, driven by two exceptional situations
during the year which were largely unavoidable. Firstly, a £4.1
million decrease arose in the carrying value of Cornelis Networks
Inc, as a result of a round closing in the year which had very
aggressive terms for those unable to provide follow-on investment.
This was the case for the Company as the business was no longer
VCT-qualifying so we were unable to participate in the funding
round due to certain restrictive VCT rules. Secondly, there was a
£0.7 million decrease in the valuation of Limitless Technology
Limited. The company was unable to access additional capital as a
result of one of the co-investors being on the UK Sanctions List as
a result of the ongoing war in Ukraine. This ultimately resulted in
the company going into administration and the carrying value has
therefore been written down to nil.
Further details on the investment portfolio can
be found within the Investment Adviser’s Reports and the Review of
Investments on pages 7 to 22 of the Annual Report and Accounts.
Dividends
Thames Ventures VCT 1’s policy is to seek to pay
annual dividends of at least 4% of net assets per annum.
On 26 July 2024, the Company paid an interim
dividend of 1.1p, taking total dividends paid in respect of the
year ended 31 March 2024 up to 2.1p per share (2023: 2.5p),
equivalent to 4.1% of the opening net assets. On this basis, the
Board is not proposing to pay a final dividend.
Shareholders are reminded that the Company
operates a Dividend Reinvestment Scheme for those investors who
wish to reinvest their dividends and obtain further income tax
relief on the reinvested dividend. Shareholders can change their
election via the Thames Ventures Investor Hub provided by City
Registrars at: thames-ventures-vcts.cityhub.uk.com or by contacting
the registrar.
Special Administration of the Company’s Custodian of
Quoted Assets
As previously reported, since September 2020 the
Company has used IBP Capital Markets Limited ("IBP") as custodian
for its quoted investments. Appointing a custodian is a requirement
of the FCA, and IBP is an FCA authorised and regulated wholesale
broker, providing custody services and access to equity and fixed
income securities for non-retail clients (which includes the
Company). On 13 October 2023, the FCA published a supervisory
notice under section 55L(3)(a) of the Financial Services and
Markets Act 2000, imposing certain restrictions on IBP. On the same
date, IBP applied to the High Court and special administrators were
appointed.
During the period since, the Investment Adviser
has been actively collaborating with the special administrators to
reach a resolution, which has involved reconciling quoted stocks
held with IBP (“Custody Assets”) and cash held with IBP (“Client
Money”). As at 13 October 2023, the Company held Client Money of
£1.1 million, (1.2% of indicative NAV on the same date), and
Custody Assets of £16.9 million (19.5% of indicative NAV on the
same date with IBP).
As at 31 March 2024, two differences of value in
Custody Asset holdings were identified, Tracsis plc and Verici DX
plc, resulting in a valuation decrease of £0.28 million. With
regards to Client Money, the Company has been notified of a
potential 44% cash shortfall, equating to £0.46 million, which has
also been provided for. Further to this, fees to the special
administrators of £0.14 million have been accrued. The total
exposure to the Company is therefore anticipated to be £0.88
million. Full details are provided in note 17 on page 75 of the
Annual Report and Accounts.
As noted, on 19 July 2024, around 80% of the
quoted investment portfolio was returned to the Company, meaning
normal management and trading of these positions can resume. The
remaining 20% will be returned following the conclusion of the
court proceedings, the timing of which is uncertain, unless
additional claims are submitted or the outcome of the court
proceedings in terms of a final distribution is any different. The
Company will communicate with Shareholders if there is any new
information which materially impacts the numbers presented in this
Annual Report.
The Board of Directors would like to reiterate
that managing this situation regarding IBP has been particularly
challenging for the Company. The VCT has been unable to trade any
of these quoted investments, resulting in a halt to proper
management of the effected portfolio and also impacting wider fund
operations. The many unknowns and uncertainties, some of which
still remain, has also meant updating our Shareholders has not been
straightforward.
Fundraising
With the uncertainty brought about by the
special administration of the custodian of the Company’s quoted
stocks, we have not been in a position to launch a fundraise this
year.
With visibility over the outcome of the IBP
situation now improved, and discussions underway for a merger with
TV2, the strategic direction of the Company with regards to
fundraising will be communicated with Shareholders in due
course.
Share buybacks
The Company continues to operate a policy of
buying in its own shares that become available in the market at a
5% discount to NAV (subject to liquidity and regulatory
restrictions), which has now been reinstated following a pause as a
result of the IBP situation.
During the year, the Company purchased and
subsequently cancelled 3,960,046 shares at an average price of
48.1p per share, representing 2.2% of shares in issue at the date
of the last Annual Report.
The Company retains Panmure Liberum as its
corporate broker to assist in operating the share buyback process
and ensuring that the quoted spread on the Company’s shares remains
at a reasonable level. Contact details for Panmure Liberum are on
page 77 of the Annual Report and Accounts.
Responsible investing
The Board notes the commitment of the Investment
Adviser, Foresight Group, to being a “Responsible Investor”.
Foresight places Environmental, Social and Governance (ESG)
criteria at the forefront of its business and investment activities
in line with best practice and in order to enhance returns for
their investors.
Further detail on the Investment Adviser’s
approach to responsible investment, including the key principles
and their screening approach, can be found on pages 23 to 25 of the
Annual Report and Accounts.
VCT Qualification
At 31 March 2024, qualifying investments
represented 93.3% of total investments (including cash).
Directorate
As noted earlier in my report, Chris Kay
resigned as a director of the Company on 6 June 2024. The Board now
comprises three non-executive directors, which the Board considers
to be an appropriate number for the current size of the VCT. All of
the Directors are independent of the Investment Adviser, with the
exception of Chris Allner who is considered non-independent by
virtue of being a partner at Downing LLP, the previous investment
adviser to the Company, which still provides some services to the
new investment adviser.
Change of Company Secretary and Registered
Office
As previously reported, Foresight Group LLP was
appointed as Company Secretary effective from 1 September 2023,
succeeding Grant Whitehouse. The Board of Directors would like to
take this opportunity to thank Grant for his many years of loyal
service.
Annual General Meeting (“AGM”)
This year’s AGM will be held at Foresight Group
LLP, The Shard, 32 London Bridge Street, London, SE1 9SG at 1.00
p.m. on 4 September 2024.
If you intend to attend the AGM, please notify
us by email to investorrelations@foresightgroup.eu in case there
are any changes to arrangements that need to be communicated at
short notice.
This year Shareholders will be able submit proxy
votes electronically. The details required for voting will be sent
to each shareholder. The deadline for proxy votes to be received is
6.30 p.m. on 2 September 2024.
Outlook
Whilst the Board acknowledges it has been
another difficult year, resulting in a continuing decline in NAV,
there have been some early signs of recovery with a number of
interesting developments in the portfolio. The NAV decline of 7.1%,
after adding back the dividends paid in the year, compares with
10.6% in the previous financial year, which would suggest the start
of a potentially reversing trend.
In addition, the Company has generated liquidity
during the year through driving exit events, in particular relating
to the legacy portfolio with three of the unquoted yield focused
assets close to completion on exits. Total current assets as at 31
March 2024 was £15.1 million, £7.6 million of which is cash and
cash equivalents. Movement in the unquoted growth investment
portfolio was mainly the result of two write downs out of the
investment team’s control, as detailed in the Investment Advisers’
Report. The Board believes that the portfolio has exhibited signs
of improvement with portfolio companies well-positioned to benefit
from improved conditions when they arise.
Atul Devani
Chair
30 July 2024
Investment Adviser’s Report – Unquoted
Growth
Portfolio overview
At 31 March 2024, the Company held total
Unquoted investments of £49.3 million (2023: £51.8 million), split
£36.4 million (2023: £38.0 million) Unquoted Growth and £12.9
million (2023: £13.8 million) Unquoted Yield-focused. Details of
the Unquoted Yield-focused portfolio performance are set out on
page 10 of the Annual Report and Accounts.
The Unquoted Growth portfolio comprises 30
companies, across a range of sectors. Following a challenging
period for the year ended 31 March 2023, with the portfolio
unfavourably impacted by the downturn of the UK economy, the
financial year ended 31 March 2024 has been similarly disappointing
resulting in an overall investment valuation loss of £3.6 million
(2023: loss of £3.5 million) in the portfolio.
Portfolio composition
The investment team continue to reduce the level
of diversification in the Unquoted Growth portfolio with a focus on
deep tech and enterprise software, now representing approximately
75% of the investment portfolio by valuation following further
investment into these sectors during the period of £3.3
million.
Investment activity
During the period, there was £2.1 million of
proceeds generated from exits and a total of £4.1 million invested
into unquoted growth companies.
One new investment was added to the unquoted
growth portfolio:
EM Scientific Limited (trading
as Inoviv) (£1,435,000) has a long-term data play in drug discovery
and trials, having developed novel precision biomarker technology
which helps pharmaceutical customers run drug trials more
efficiently. This investment will enable Inoviv to further
accelerate their commercial plans, including facilitating the
development of tests across more diseases.
Follow on investments totalling £2.65 million
were made into four companies: Cambridge Touch Technologies
Ltd (£1,750,000), Maestro Media Limited
(£600,000), Virtual Class Ltd (£150,000), and
TidalSense Limited (formerly Cambridge Respiratory
Innovations Limited) (£150,000).
Details of the investment realisations during
the year are set out on page 17 of the Annual Report and Accounts.
Excluding dissolutions in the year, total proceeds of £2.1 million
were generated, producing a realised gain of £123,000.
The largest gain in the period related to
Imagen Ltd, a Software as a Service (“SaaS”) video
management platform. The investment was sold in July 2023,
returning £1.9 million, resulting in a realised gain of
£884,000.
DiA Imaging Analysis Ltd, a
leading provider of advanced Artificial Intelligence based
solutions for ultrasound analysis, was also sold in the period for
initial proceeds of £196,000. There is also a deferred element of
consideration meaning a gain over cost will be realised on this
exit.
Portfolio valuation
Although there were some material write downs in
the unquoted growth portfolio during the period, and companies have
continued to struggle in the challenging macroeconomic environment,
there have also been some positive year-on-year movements in
valuations and early signs of some potential recovery. This has
resulted in a total investment valuation loss of £3.6 million in
the period, including £217,000 in unrealised foreign exchange
losses. In the year ended 31 March 2023, total losses of £3.5
million were recognised, £585,000 of which was unrealised foreign
exchange gains.
Of the £3.6 million total investment loss, total
gains of £5.1 million were offset by total losses of £8.7 million.
The most significant movements are noted below.
The largest gain in value was in Carbice
Corporation Inc, which has developed a suite of products
based on its carbon material called Carbice Carbon which is
primarily used as thermal management solutions to enable greater
thermal conductivity. The valuation increased by £1.6 million,
including foreign exchange losses, as a result of the company
accessing more capital in the year and launching its Series B
funding round.
Other unrealised valuation gains include:
FundingXchange Limited, a
fintech platform delivering SME lenders insights into their
portfolio trends, was uplifted £912,000 during the year as a result
of closing a £5m investment from Barclays in February 2024 as part
of the company’s Series B funding round. This revaluation is the
result of a calibration to the price set by this funding round.
Cambridge Touch Technologies
Ltd, a company developing pressure sensitive multi touch
technology, was uplifted £862,000 during the year as a result of a
funding round which closed in June 2024, which the VCT participated
in. This revaluation is the result of a calibration to the price
set by this funding round.
Maestro Media Limited, a
talent-led, e-learning media platform of multichannel e-commerce
technology, increased in value by £504,000 as a result of a
calibration to the price set by a funding round during the year,
supported by a strong trading year.
Masters of Pie Limited,
developer of “Radical”, a software solution that enables remote
sharing and collaboration on large data sets, was uplifted by
£369,000 as a result of improved performance following some
significant contract wins.
Bulbshare Limited, a company
that enables brands to build communities from their existing
customers to gather consumer insights, has continued to grow
year-on-year resulting in a valuation uplift of £216,000.
Six other companies in the unquoted growth
portfolio made up investment valuation gains of £619,000.
There were also a number of valuation losses
reported in the period. The two greatest losses, Cornelis
Networks Inc. (£4.1 million, including foreign exchange
losses) and Limitless Technology Limited
(£703,000), were under exceptional circumstances and situations out
of the investment team’s control.
Cornelis Networks Inc., which
delivers purpose-built high-performance fabrics for High
Performance Computing (HPC), High Performance Data Analytics (HPDA)
and Artificial Intelligence (AI), went through an internal funding
round in the year which resulted in existing investors who were
unable to participate being heavily diluted. Thames Ventures VCT 1
plc was unable to participate under the VCT rules, as the company
exceeded the VCT-qualification threshold for gross assets, meaning
the VCT’s position was severely impacted, which is reflected in the
year-on-year movement in valuation.
Limitless Technology Limited,
the developer of a crowdsourced customer service platform, was
unable to access additional capital as a result of one of the
co-investors being on the UK Sanctions List following the Russian
invasion of Ukraine. This ultimately resulted in the company going
into administration and the carrying value has therefore been
written down to nil.
Other investment valuation losses include:
Hackajob Limited, a platform
for technical hires, was revalued downwards by £703,000 in the year
to account for trading headwinds in the UK as a result of the
challenging economic environment.
Parsable Inc., a provider of
software to improve operational efficiencies in the industrial and
manufacturing sectors, has also been impacted by the macroeconomic
environment. Losing a significant customer has led to a valuation
decrease of £693,000, including foreign exchange losses.
Vivacity Labs Limited, a
provider of artificial intelligence sensors to monitor and control
traffic flows, was decreased in carrying value by £483,000 during
the year. This is as a result of the challenging macroeconomic
environment and access to funding.
Upp Technologies Group Ltd, a
provider of multichannel e-commerce technology, was decreased in
value by £442,000 as a result of a calibration to the price set by
a funding round during the year.
Virtual Class Ltd, (trading as
Third Space Learning), a platform offering personalised online
lessons from specialist tutors, decreased in carrying value by
£426,000 during the year. This is driven by a challenging market in
the UK, with the government recently announcing the National
Tutoring Programme will not be extended.
CommerceIQ Inc., the pioneer in
helping brands win on retail e-commerce channels, decreased by
£417,000 in the period, including foreign exchange losses. The
company continues to perform well, growing revenues during the
period and supported by a very strong balance sheet. This valuation
movement is therefore simply a reflection of wider market
conditions.
Rated People Limited, an online
marketplace connecting homeowners and local tradespeople, reduced
in carrying value by £236,000, as a result of trading headwinds and
access to capital.
Four other companies in the unquoted growth
portfolio made up valuation losses of £486,000.
Aside from Limitless Technology Limited, no
other investments were written down to nil during the year.
Foresight Group LLP
30 July 2024
Investment Adviser’s Report – Yield Focused
Portfolio
Downing LLP continues to advise the Company on
the Unquoted Yield Focused Portfolio under a subcontract from
Foresight Group LLP.
We present a review of the yield focused
investment portfolio for the year ended 31 March 2024. At the year
end, the yield focused portfolio consisted of eight investments,
all of which are unquoted, with a total value of £12.9 million
(2023: £13.8 million).
Divestment activity
During the year, the focus for the Adviser was
towards investment realisations from the yield focused portfolio
which resulted in winding up proceeds of £0.3 million from two
investments. There were no new or follow on investments.
Further details on each of the exits can be
found below:
Proceeds of £87,000 were received from
Downing Pub EIS ONE Limited, a holding company
that owned two London pub companies. This distribution resulted in
a realised gain over cost of £19,000. The business was subsequently
put into liquidation after the end of the financial year.
Pearce & Saunders Limited,
and the related Pearce & Saunders DevCo
Limited, were placed into liquidation in the year. Further
distributions of £172,000 were received, which resulted in realised
losses for the period of £1.0 million. Although the liquidation is
ongoing, no further proceeds are anticipated.
Five legacy holdings were also dissolved in the
year, resulting in realised losses of £4.9 million.
Portfolio valuation
The yield focused portfolio reduced in value by
£598,000 during the year, with three companies recognising
unrealised gains of £360,000 and five companies recognising
unrealised losses of £958,000.
Pearce & Saunders Limited,
which was previously valued at nil, was uplifted by £172,000
because of the distribution received during the period.
Kimbolton Lodge Limited, a
nursing and care home in Bedfordshire, has increased in value by
£131,000 because of increased free cash in the business. It is
likely that the business will be sold later in 2024.
Data Centre Response Limited,
the provider of power solutions and maintenance services to data
centres increased in value by £57,000 in line with anticipated exit
proceeds based on an offer accepted in the year.
The gains noted above have been offset by the
following losses.
Doneloans Limited, which holds
a portfolio of secured loans, decreased in value by £499,000 driven
by a write down in the value of its loan book.
Baron House Developments LLP
which was created to fund the purchase and development of a
property as a hotel in central Newcastle, was reduced in value by
£323,000 driven by a provision recognised for fire safety works
required at the hotel.
SF Renewables (Solar) Limited,
which built and operates a solar plant in India, has decreased in
value by £59,000 in line with the anticipated exit proceeds from an
offer accepted in the year and to account for foreign exchange
fluctuations.
Other valuation losses totalling £77,000 were
recognised on Pearce & Saunders DevCo Limited and Downing Pub
EIS ONE Limited.
Outlook
The period has been slightly slow in terms of
investment realisations which, in the most part, has been a
strategic decision to delay whilst the M&A market has been so
challenging. The back end of the financial year has seen some
encouraging signs that there will be at least three realisations in
early FY24.
Downing LLP
30 July 2024
Investment Adviser’s Report - Quoted Growth
Portfolio
Downing LLP continues to advise the Company on
the Quoted Growth Portfolio under a subcontract arrangement with
the Foresight Group LLP. This arrangement is being reviewed as part
of the wider strategic discussions relating to the potential
merger.
Investment activity
At 31 March 2024, the quoted portfolio was
valued at £18.1 million, comprising 36 active investments. Over the
12-month period, the quoted portfolio produced valuation losses of
£0.7 million, reflecting a 3.8% decrease over the period against
the FTSE AIM All Share that fell 8%.
Markets continued to be volatile through the
current reporting period. There was no shortage of reasons for
concern - the continued Russian invasion of Ukraine, inflation, and
the impact of higher interest rates. Recession fears loomed hard
and the market switched from bearishness to bullishness on a
moment’s notice. Smaller companies continued to be out of favour,
and even the momentum of small companies being taken out by private
equity or trade buyers refused to improve sentiment. However, since
the turn of the year, sentiment has been improving and the prospect
of lower interest rates has provided an improving backdrop for UK
smaller companies.
The quoted portfolio saw little activity during
the period, with three partial divestments and one corporate
action. Proceeds of £0.7 million were received through a sale of
Tracsis plc, one of the portfolios larger positions, realising a
gain of £0.5 million. Huddled Group plc (trading as Let’s Explore)
returned £0.4 million by way of a return of capital to
shareholders, realising a gain of £50,000.
Portfolio Movements
Reflecting the market, there was some volatility
in the portfolio over the period. Craneware plc had unrealised
gains of £0.8 million, reflecting a return to growth for this
provider of software into the US Healthcare market. Meanwhile
Cohort plc, the parent company of six businesses providing a wide
range of services and products for British, Portuguese and other
international customers in defence and security markets, also
booked an unrealised gain of £0.4 million. This mirrored continued
buoyant trading and orders from defence contracts.
Valuation losses of £0.4 million were incurred
in Genincode plc, a UK-based polygenics company focused on the
prevention of cardiovascular disease and ovarian cancer. As tends
to be the case with early-stage biotech companies, share prices can
be volatile and react to news flow. Since the period end, the share
price has fallen nearly 8% (as at 26 July 2024). The Downing
Strategic Micro-Cap Investment Trust plc incurred an unrealised
loss of £0.2m, largely reflecting negative sentiment towards UK
smaller companies to which the underlying portfolio has exposure.
In the period, the Investment Trust announced that it had received
approval to go into a managed wind-down, and subsequently has paid
59.5p in Special Dividends at close to Net Asset Value. Further
distributions are expected this year.
As at 26 July 2024, the valuation of the quoted
portfolio had fallen in valuation by £279,000 (1.5%) including the
£3.6m of dividends received from Downing Strategic Micro-Cap
Investment Trust plc.
IBP Capital Markets Limited
Since it was announced on 13 October 2023 that
IBP Capital Markets Limited (“IBP”), the custodian of the Company’s
quoted investments, was entering Special Administration, the
Investment Adviser has been unable to trade any of the quoted
stocks.
The Investment Adviser has been actively
collaborating with the special administrators to reconcile the
quoted positions, with two differences of value identified. These
were Tracsis plc and Verici DX plc, together totalling a difference
in value of £0.28 million as at 31 March 2024 (0.3% of NAV), and
have been provided for in the accounts. There was no other impact
to the holding values of the quoted investments.
As noted in the Chair’s Statement and note 17 of
the Annual Report and Accounts, the Company recovered c.80% of the
total quoted portfolio on 19 July 2024 with the remaining c.20% to
be recovered following court proceedings. Whilst the outcome
remains subject to change, the Company does not anticipate any
further breaks in holdings and will be able to return to normal
management of the portfolio following this initial
distribution.
Outlook
With the UK election concluded and a new Labour
government in place, their focus on innovation and technology,
alongside broader economic policies, suggests a positive long-term
outlook for the sector. However, as Investment Adviser, we continue
to remain vigilant and adaptable in a fluctuating economic
environment. With the prospects of interest rates declining towards
Q3, the overall sentiment towards smaller companies is improving.
This bodes well for this portfolio which is typically invested in
profitable growth companies. Up until last week, the ability to
trade the portfolio continued to be restricted due to the special
administration of IBP Capital Markets Limited (the custodian of the
assets), and hence there has been limited ability to manage
exposures within the portfolio. Following the recent interim
distribution of c.80% of the quoted stocks, we will now be able to
return to actively managing the portfolio.
Meanwhile, we will continue to focus on the
fundamentals of this maturing, quality collection of smaller
companies, where we believe the strong fundamentals of the
underlying businesses are already taking advantage of any
improvements in their end markets.
Downing LLP
30 July 2024
Review of Investments
Portfolio of investments
The following investments were held at 31 March 2024:
| |
|
31 March 2024 |
|
31 March 2023 |
|
|
Date of investment |
Accounting
Cost
(£’000) |
Valuation
(£’000) |
Valuation
Methodology |
Accounting
Cost
(£’000) |
Valuation
(£’000) |
|
Quoted growth investments |
|
|
|
|
|
|
|
Tracsis plc |
12/11/2013 |
1,239 |
5,956 |
Bid price |
1,443 |
6,782 |
|
Downing Strategic Micro-Cap Investment Trust plc |
08/05/2017 |
5,699 |
3,499 |
Bid price |
5,699 |
3,740 |
|
Craneware plc |
12/11/2013 |
353 |
1,672 |
Bid price |
353 |
874 |
|
Anpario plc |
12/11/2013 |
1,448 |
1,392 |
Bid price |
1,448 |
1,206 |
|
Cohort plc |
12/11/2013 |
394 |
1,255 |
Bid price |
394 |
899 |
|
Impact Healthcare REIT plc |
08/11/2017 |
1,518 |
1,230 |
Bid price |
1,518 |
1,421 |
|
Vianet Group plc |
01/04/2010 |
756 |
858 |
Bid price |
756 |
567 |
|
Brooks Macdonald Group plc |
12/11/2013 |
257 |
310 |
Bid price |
257 |
333 |
|
Norman Broadbent plc |
24/10/2013 |
906 |
301 |
Bid price |
906 |
135 |
|
Feedback plc |
01/07/2020 |
400 |
290 |
Bid price |
400 |
348 |
|
GENinCode plc |
22/07/2021 |
774 |
267 |
Bid price |
800 |
700 |
|
Sysgroup plc |
01/07/2016 |
377 |
201 |
Bid price |
377 |
157 |
|
Pennant International Group plc |
12/11/2013 |
335 |
133 |
Bid price |
335 |
165 |
|
Huddled Group plc (trading as Let's Explore) |
07/02/2020 |
175 |
98 |
Bid price |
500 |
425 |
|
One Media IP Group plc |
18/08/2020 |
175 |
95 |
Bid price |
175 |
125 |
|
Angle plc |
12/11/2013 |
570 |
94 |
Bid price |
570 |
153 |
|
DXS International plc |
17/05/2023 |
300 |
90 |
Bid price |
- |
- |
|
Frontier IP Group plc |
12/11/2013 |
30 |
86 |
Bid price |
30 |
146 |
|
Libertine Holdings plc |
23/12/2021 |
350 |
70 |
Bid price |
350 |
298 |
|
Verici Dx plc |
11/03/2022 |
239 |
62 |
Bid price |
240 |
89 |
|
Oncimmune Holdings plc |
29/03/2021 |
278 |
32 |
Bid price |
278 |
57 |
|
Dillistone Group plc |
12/11/2013 |
411 |
28 |
Bid price |
411 |
64 |
|
Pressure Technologies plc |
12/11/2013 |
248 |
26 |
Bid price |
248 |
29 |
|
Eneraqua Technologies plc |
22/11/2021 |
195 |
26 |
Bid price |
195 |
204 |
|
Strip Tinning Holdings plc |
15/02/2022 |
105 |
19 |
Bid price |
105 |
23 |
|
Trellus Health plc |
27/05/2021 |
175 |
9 |
Bid price |
175 |
26 |
|
Fireangel Safety Technology Group plc |
01/11/2013 |
545 |
8 |
Bid price |
545 |
37 |
|
AIQ Limited |
09/01/2018 |
- |
- |
Bid price |
- |
1 |
|
Wheelsure Holdings plc |
12/11/2013 |
48 |
- |
Bid price |
48 |
2 |
|
ACHP plc |
12/11/2013 |
61 |
- |
Bid price |
61 |
- |
|
Flowgroup plc |
12/11/2013 |
207 |
- |
Bid price |
207 |
- |
|
Pelatro plc |
19/08/2020 |
290 |
- |
Bid price |
290 |
28 |
|
Deepmatter Group plc |
13/07/2020 |
722 |
- |
Bid price |
563 |
- |
|
Bonhill Group plc |
17/08/2018 |
1,000 |
- |
Bid price |
1,000 |
56 |
|
Inland Homes plc |
12/11/2013 |
1,311 |
- |
Bid price |
1,311 |
210 |
|
Pittards plc |
03/06/2015 |
1,350 |
- |
Bid price |
1,350 |
169 |
|
|
|
23,241 |
18,107 |
|
23,338 |
19,469 |
| |
|
31 March 2024 |
|
31 March 2023 |
|
|
Date of investment |
Accounting
Cost
(£’000) |
Valuation
(£’000) |
Valuation
Methodology |
Accounting
Cost
(£’000) |
Valuation
(£’000) |
|
Unquoted growth investments |
|
|
|
|
|
|
Cambridge Touch Technologies Ltd |
01/07/2019 |
2,709 |
4,078 |
Price of last funding round |
959 |
1,466 |
|
Carbice Corporation |
30/09/2020 |
3,020 |
3,522 |
Discount to round underway |
3,020 |
1,883 |
|
Maestro Media Limited (trading as BBC Maestro) |
18/01/2021 |
1,920 |
2,972 |
Price of last funding round |
1,320 |
1,868 |
|
Ayar Labs, Inc. |
28/08/2020 |
1,280 |
2,903 |
Price of last funding round |
1,280 |
3,127 |
|
Trinny London Limited |
07/07/2020 |
443 |
2,095 |
Discounted revenue multiple |
443 |
1,889 |
|
Virtual Class Ltd |
05/04/2018 |
1,314 |
2,019 |
Discounted revenue multiple |
1,164 |
2,295 |
|
Hackajob Ltd |
19/10/2018 |
2,284 |
1,883 |
Price of last funding round |
2,284 |
2,586 |
|
Rated People Limited |
22/11/2018 |
1,582 |
1,585 |
Discounted revenue multiple |
1,582 |
1,821 |
|
Bulbshare Limited |
24/11/2021 |
749 |
1,498 |
Discounted revenue multiple |
749 |
1,282 |
|
FundingXchange Limited |
08/11/2019 |
1,335 |
1,473 |
Price of last funding round |
1,335 |
561 |
|
EM Scientific Limited (trading as Inoviv) |
19/10/2023 |
1,435 |
1,435 |
Price of last funding round |
- |
- |
|
Kluster Enterprises Limited |
07/02/2023 |
1,236 |
1,395 |
Price of last funding round |
1,236 |
1,236 |
|
CommerceIQ, Inc. |
20/07/2022 |
1,749 |
1,314 |
Discounted revenue multiple |
1,749 |
1,731 |
|
Masters of Pie Limited |
02/07/2018 |
886 |
1,245 |
VC method |
886 |
876 |
|
Ecstase Limited (trading as ADAY) |
28/11/2019 |
1,000 |
986 |
Discounted revenue multiple |
1,000 |
1,000 |
|
Vivacity Labs Limited |
17/02/2021 |
1,289 |
960 |
Price of last funding round |
1,289 |
1,443 |
|
Flock Limited |
10/02/2023 |
930 |
930 |
Price of last funding round |
930 |
930 |
|
Parsable, Inc. |
29/06/2020 |
1,532 |
813 |
Discounted revenue multiple |
1,532 |
1,506 |
|
DSTBTD Limited (trading as Distributed) |
30/03/2022 |
775 |
775 |
Discounted revenue multiple |
775 |
775 |
|
FVRVS Limited (trading as Fundamental VR) |
30/10/2019 |
787 |
678 |
Price of last funding round |
787 |
678 |
|
TidalSense Limited (formerly Cambridge Respiratory Innovations
Limited) |
16/11/2020 |
650 |
488 |
Price of last funding round |
500 |
500 |
|
Upp Technologies Group Ltd |
21/08/2017 |
1,136 |
481 |
Price of last funding round |
1,136 |
923 |
|
Audioscenic Limited |
09/12/2022 |
400 |
454 |
VC method |
400 |
400 |
|
MIP Discovery Limited |
30/06/2020 |
225 |
237 |
Price of last funding round |
225 |
225 |
|
Cornelis Networks, Inc. |
18/09/2020 |
2,102 |
167 |
Price of last funding round |
2,102 |
4,312 |
|
Channel Mum Limited |
29/10/2018 |
757 |
- |
Nil value |
757 |
- |
|
Limitless Technology Limited |
21/12/2017 |
757 |
- |
Nil value |
757 |
703 |
|
Lignia Wood Company Limited |
24/05/2019 |
1,778 |
- |
Nil value |
1,778 |
- |
|
Empiribox Limited |
16/08/2017 |
1,813 |
- |
Nil value |
1,813 |
- |
|
Glisser Ltd |
24/03/2021 |
1,887 |
- |
Nil value |
1,887 |
- |
|
Imagen Ltd |
21/12/2018 |
- |
- |
Sold |
1,000 |
1,703 |
|
DIA Imaging Analysis Ltd |
20/07/2021 |
- |
- |
Sold |
207 |
282 |
|
Lineten Limited |
07/02/2023 |
- |
- |
Sold |
750 |
- |
|
Hummingbird Technologies Limited |
09/07/2019 |
- |
- |
Dissolved |
2,250 |
- |
|
Live Better With Ltd. |
24/08/2018 |
- |
- |
Dissolved |
990 |
- |
|
Ludorum plc |
06/11/2007 |
- |
- |
Dissolved |
177 |
- |
|
|
|
39,760 |
36,386 |
|
41,049 |
38,001 |
|
|
|
|
|
|
|
|
| |
|
31 March 2024 |
|
31 March 2023 |
|
|
Date of investment |
Accounting
Cost
(£’000) |
Valuation
(£’000) |
Valuation
Methodology |
Accounting
Cost
(£’000) |
Valuation
(£’000) |
|
Unquoted yield focused investments |
|
|
|
|
|
|
Doneloans Limited |
04/04/2016 |
3,631 |
3,657 |
Net assets |
3,631 |
4,156 |
|
Baron House Developments LLP |
30/07/2012 |
2,695 |
2,695 |
Discounted offer received |
2,695 |
3,018 |
|
Data Centre Response Limited |
12/11/2013 |
557 |
2,423 |
Discounted offer received |
557 |
2,366 |
|
Cadbury House Holdings Limited |
30/11/2009 |
3,082 |
2,162 |
Discounted independent valuation |
3,082 |
2,162 |
|
Kimbolton Lodge Limited |
12/11/2003 |
664 |
981 |
Discounted earnings multiple |
664 |
850 |
|
Pilgrim Trading Limited |
29/10/2015 |
2,594 |
778 |
Discounted cash flow |
2,594 |
778 |
|
SF Renewables (Solar) Limited |
01/04/2015 |
422 |
204 |
Discounted offer received |
422 |
263 |
|
Resource Reserve Recovery Limited |
12/11/2013 |
6 |
- |
Nil value |
6 |
- |
|
Downing Pub EIS ONE Limited |
18/10/2017 |
- |
- |
Dissolved |
68 |
94 |
|
Pearce & Saunders Devco Limited |
23/06/2015 |
- |
- |
Dissolved |
84 |
70 |
|
London City Shopping Centre Limited |
12/11/2013 |
- |
- |
Dissolved |
110 |
- |
|
Quadrate Spa Limited |
12/11/2003 |
- |
- |
Dissolved |
372 |
- |
|
Top Ten Holdings plc |
13/10/2003 |
- |
- |
Dissolved |
399 |
- |
|
Pearce & Saunders Limited |
12/11/2003 |
- |
- |
Dissolved |
1,122 |
- |
|
Quadrate Catering Limited |
21/01/2016 |
- |
- |
Dissolved |
1,500 |
- |
|
Yamuna Renewables Limited |
05/04/2016 |
- |
- |
Dissolved |
2,500 |
- |
|
|
|
13,651 |
12,900 |
|
19,806 |
13,757 |
|
|
|
|
|
|
|
|
|
Total investments |
|
76,652 |
67,393 |
|
84,193 |
71,227 |
The Company also holds investments in Golden
Rock Global plc and Mining, Minerals & Metals plc (which does
not show in the previous table). These investments were acquired in
prior periods at negligible value as a result of reorganisations of
other investments and continue to be valued at the same level.
Investment movements for the year ended 31 March
2024
Additions
|
|
£’000 |
|
Quoted growth investments |
|
|
DXS International plc |
300 |
|
Deepmatter Group plc |
159 |
|
|
459 |
|
Unquoted growth investments |
|
|
Cambridge Touch Technologies Ltd |
1,750 |
|
EM Scientific Limited (trading as Inoviv) |
1,435 |
|
Maestro Media Limited (trading as BBC Maestro) |
600 |
|
Virtual Class Ltd |
150 |
|
TidalSense Limited (formerly Cambridge Respiratory Innovations
Limited) |
150 |
|
|
4,085 |
|
Total additions |
4,544 |
Disposals
| |
|
|
|
|
| |
|
Value at |
|
Realised |
| |
Cost |
31 March 2023* |
Proceeds |
gain/(loss) |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Quoted growth investments |
|
|
|
|
|
Tracsis plc* |
204 |
958 |
694 |
490 |
|
Huddled Group plc (trading as Let's Explore)* |
325 |
276 |
375 |
50 |
|
GENinCode plc* |
26 |
23 |
18 |
(8) |
|
Verici Dx plc |
1 |
- |
- |
(1) |
|
|
556 |
1,257 |
1,087 |
531 |
|
Unquoted growth investments |
|
|
|
|
|
Imagen Ltd |
1,000 |
1,703 |
1,884 |
884 |
|
DIA Imaging Analysis Ltd |
207 |
282 |
196 |
(11) |
|
Ludorum plc** |
177 |
- |
7 |
(170) |
|
Lineten Limited |
750 |
- |
- |
(750) |
|
Live Better With Ltd.** |
990 |
- |
- |
(990) |
|
Hummingbird Technologies Limited** |
2,250 |
- |
- |
(2,250) |
|
|
5,374 |
1,985 |
2,087 |
(3,287) |
|
Unquoted yield focused investments |
|
|
|
|
|
Downing Pub EIS ONE Limited** |
68 |
94 |
87 |
19 |
|
Pearce & Saunders Devco Limited** |
84 |
70 |
- |
(84) |
|
London City Shopping Centre Limited** |
110 |
- |
- |
(110) |
|
Quadrate Spa Limited** |
372 |
- |
- |
(372) |
|
Top Ten Holdings plc** |
399 |
- |
- |
(399) |
|
Pearce & Saunders Limited** |
1,122 |
- |
172 |
(950) |
|
Quadrate Catering Limited** |
1,500 |
- |
- |
(1,500) |
|
Yamuna Renewables Limited** |
2,500 |
- |
- |
(2,500) |
|
|
6,155 |
164 |
259 |
(5,896) |
|
|
12,085 |
3,406 |
3,433 |
(8,652) |
*Adjusted for partial sales in the year on a pro
rata basis where applicable
**Company dissolved in the year
Income Statement
for the year ended 31 March 2024
|
|
Year ended 31 March 2024 |
|
Year ended 31 March 2023 |
|
|
Revenue |
Capital |
Total |
|
Revenue |
Capital |
Total |
|
|
£’000 |
£’000 |
£’000 |
|
£’000 |
£’000 |
£’000 |
|
Income |
906 |
- |
906 |
|
3,031 |
- |
3,031 |
|
Realised losses on investments |
- |
(8,015) |
(8,015) |
|
- |
(633) |
(633) |
|
Unrealised gains/(losses) on investments |
- |
3,465 |
3,465 |
|
- |
(11,718) |
(11,718) |
|
Investment management fees |
(863) |
(863) |
(1,726) |
|
(799) |
(799) |
(1,598) |
|
Other expenses |
(1,346) |
- |
(1,346) |
|
(812) |
- |
(812) |
|
(Loss)/return on ordinary activities before
tax |
(1,303) |
(5,413) |
(6,716) |
|
1,420 |
(13,150) |
(11,730) |
|
Tax on total comprehensive income and ordinary activities |
- |
- |
- |
|
(228) |
228 |
- |
|
(Loss)/return attributable to equity
shareholders |
(1,303) |
(5,413) |
(6,716) |
|
1,192 |
(12,922) |
(11,730) |
|
Basic and diluted (loss)/return per share |
(0.7)p |
(3.1)p |
(3.8)p |
|
0.7p |
(7.2)p |
(6.5)p |
The total column within the Income Statement
represents the Statement of Total Comprehensive Income of the
Company prepared in accordance with Financial Reporting Standards
(“FRS 102”). There are no other items of comprehensive income. The
supplementary revenue and capital return columns are prepared in
accordance with the Statement of Recommended Practice issued in
November 2014 and updated in July 2022 by the Association of
Investment Companies (“AIC SORP”).
Statement of Changes in Equity
for the year ended 31 March 2024
|
|
Called up Share
Capital |
Capital
redemption
reserve |
Share
premium account |
Funds held in respect of shares not yet
allotted |
Special
reserve |
Capital
reserve
realised |
Revaluation
reserve |
Revenue
reserve |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
For the year ended 31 March 2023 |
|
|
|
|
|
|
|
|
At 1 April 2022 |
1,776 |
1,697 |
79,035 |
78 |
16,328 |
- |
11,303 |
(744) |
109,473 |
|
Total comprehensive income |
- |
- |
- |
- |
- |
(1,204) |
(11,718) |
1,192 |
(11,730) |
|
Realisation of revaluations from previous years* |
- |
- |
- |
- |
- |
2,438 |
(2,438) |
- |
- |
|
Realisation of impaired valuations |
- |
- |
- |
- |
- |
(5,445) |
5,445 |
- |
- |
|
Transfer between reserves* |
- |
(1,710) |
(81,236) |
- |
74,984 |
7,962 |
- |
- |
- |
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
Dividends paid |
- |
- |
- |
- |
- |
(3,751) |
- |
(2,104) |
(5,855) |
|
Utilised in share issue |
- |
- |
- |
(78) |
- |
- |
- |
- |
(78) |
|
Issue of new shares |
43 |
- |
2,680 |
- |
- |
- |
- |
- |
2,723 |
|
Share issue costs |
- |
- |
(51) |
- |
- |
- |
- |
- |
(51) |
|
Purchase of own shares** |
(45) |
45 |
- |
- |
(2,499) |
- |
- |
- |
(2,499) |
|
At 31 March 2023 |
1,774 |
32 |
428 |
- |
88,813 |
- |
2,592 |
(1,656) |
91,983 |
|
For the year ended 31 March 2024 |
|
|
|
|
|
|
|
|
At 1 April 2023 |
1,774 |
32 |
428 |
- |
88,813 |
- |
2,592 |
(1,656) |
91,983 |
|
Total comprehensive income |
- |
- |
- |
- |
- |
(8,878) |
3,465 |
(1,303) |
(6,716) |
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
Dividends paid |
- |
- |
- |
- |
- |
(1,913) |
- |
(1,660) |
(3,573) |
|
Issue of new shares |
29 |
- |
1,556 |
- |
- |
- |
- |
- |
1,585 |
|
Share issue costs |
- |
- |
(7) |
- |
- |
- |
- |
- |
(7) |
|
Shares issued under the dividend reinvestment scheme |
11 |
- |
545 |
- |
- |
- |
- |
- |
556 |
|
Purchase of own shares** |
(39) |
39 |
- |
- |
(1,912) |
- |
- |
- |
(1,912) |
|
At 31 March 2024 |
1,775 |
71 |
2,522 |
- |
86,901 |
(10,791) |
6,057 |
(4,619) |
81,916 |
*A transfer of £2.4 million representing
previously recognised unrealised gains on disposal of investments
during the year ended 31 March 2023 were made from the Revaluation
reserve to the Capital Reserve-realised. A transfer of £8.0 million
representing realised gains on disposal of investments, less net
investment impairments and the excess of capital expenses over
capital income and capital dividends in the year ended 31 March
2023 were made from the Special reserve to the Capital Reserve –
realised. Following the cancellation of the Capital Redemption
reserve and Share Premium account subsequent to Court approval in
January 2023, a transfer of £1.7 million and £81.2 million had been
made from the Capital Redemption reserve and the Share Premium
account, respectively, to the Special reserve.
**These shares were subsequently cancelled.
Balance Sheet
as at 31 March 2024
|
|
|
2024 |
|
2023 |
|
|
|
£’000 |
|
£’000 |
|
Fixed assets |
|
|
|
|
|
Investments |
|
67,393 |
|
71,227 |
|
Current assets |
|
|
|
|
|
Debtors |
|
7,570 |
|
6,828 |
|
Cash at bank and in hand |
|
7,559 |
|
15,282 |
|
|
|
15,129 |
|
22,110 |
|
Creditors: amounts falling due within one
year |
|
(606) |
|
(1,354) |
|
Net current assets |
|
14,523 |
|
20,756 |
|
Net assets |
|
81,916 |
|
91,983 |
|
Capital and reserves |
|
|
|
|
|
Called up share capital |
|
1,775 |
|
1,774 |
|
Capital redemption reserve |
|
71 |
|
32 |
|
Share premium account |
|
2,522 |
|
428 |
|
Special reserve |
|
86,901 |
|
88,813 |
|
Capital reserve – realised |
|
(10,791) |
|
- |
|
Revaluation reserve |
|
6,057 |
|
2,592 |
|
Revenue reserve |
|
(4,619) |
|
(1,656) |
|
Total equity shareholders’ funds |
|
81,916 |
|
91,983 |
|
Basic and diluted net asset value per share |
|
46.1p |
|
51.8p |
The financial statements on pages 54 to 76 of
the Annual Report and Accounts were approved and authorised for
issue by the Board of Directors on 30 July 2024 and were signed on
its behalf by:
Atul Devani
Chair
Company number: 03150868
Cash Flow Statement
for the year ended 31 March 2024
|
|
2024 |
|
2023 |
|
|
£’000 |
|
£’000 |
|
Cash flow from operating activities |
|
|
|
|
Loss on ordinary activities after taxation |
(6,716) |
|
(11,730) |
|
Loss on investments |
4,550 |
|
12,351 |
|
Increase in debtors |
(1,134) |
|
(3,529) |
|
Increase/(decrease) in creditors |
304 |
|
(60) |
|
Net cash outflow generated from operating
activities |
(2,996) |
|
(2,968) |
|
Cash flow from investing activities |
|
|
|
|
Purchase of investments |
(4,394) |
|
(11,758) |
|
Proceeds from disposal of investments |
3,433 |
|
14,134 |
|
Proceeds from deferred consideration |
637 |
|
- |
|
Net cash (outflow)/inflow from investing
activities |
(324) |
|
2,376 |
|
Cash flows from financing activities |
|
|
|
|
Proceeds from share issue |
1,585 |
|
1,781 |
|
Funds held in respect of shares not yet allotted |
- |
|
(78) |
|
Share issue costs |
(7) |
|
(51) |
|
Purchase of own shares |
(2,964) |
|
(1,723) |
|
Equity dividends paid |
(3,017) |
|
(4,911) |
|
Net cash outflow from financing activities |
(4,403) |
|
(4,982) |
|
Net cash outflow |
(7,723) |
|
(5,574) |
|
|
|
|
|
|
Net movement in cash |
|
|
|
|
Beginning of year |
15,282 |
|
20,856 |
|
Net cash outflow |
(7,723) |
|
(5,574) |
|
End of year |
7,559 |
|
15,282 |
Notes
1. These are not statutory accounts in
accordance with S436 of the Companies Act 2006. The full audited
accounts for the year ended 31 March 2024, which were unqualified
and did not contain statements under S498(2) of the Companies Act
2006 or S498(3) of the Companies Act 2006, will be lodged with the
Registrar of Companies. Statutory accounts for the year ended 31
March 2024 including an unqualified audit report and containing no
statements under the Companies Act 2006 will be delivered to the
Registrar of Companies in due course.
2. The audited Annual Financial Report has been
prepared on the basis of accounting policies set out in the
statutory accounts of the Company for the year ended 31 March 2024.
All investments held by the Company are classified as ‘fair value
through the profit and loss’. Unquoted investments have been valued
in accordance with IPEV guidelines. Quoted investments are stated
at bid prices in accordance with the IPEV guidelines and Generally
Accepted Accounting Practice.
3. Copies of the Annual Report will be sent to
shareholders and can be accessed on the following website:
www.foresight.group/products/thames-ventures-vct-1-plc.
4. Basic and diluted net asset value per
share
|
|
Ordinary Shares
in issue |
Net
assets |
NAV
per share |
|
|
Number |
£’000 |
Pence |
|
As at 31 March 2024 |
177,546,529 |
81,916 |
46.1 |
|
As at 31 March 2023 |
177,441,775 |
91,983 |
51.8 |
As the Company has not issued any convertible
securities or share options, there is no dilutive effect on the net
asset value per share. The net asset value per share disclosed
therefore represents both the basic and diluted net asset value per
share.
5. Basic and diluted return per share
|
|
2024 |
|
2023 |
|
|
£’000 |
|
£’000 |
|
Return per share based on: |
|
|
|
|
Net revenue (loss)/gain for the financial year |
(1,303) |
|
1,192 |
|
Net capital loss for the financial year |
(5,413) |
|
(12,922) |
|
Total loss for the financial year |
(6,716) |
|
(11,730) |
|
|
|
|
|
|
Weighted average number of shares in issue |
178,234,061 |
|
179,972,333 |
As the Company has not issued any convertible
securities or share options, there is no dilutive effect on return
per share. The return per share disclosed therefore represents both
the basic and diluted return per share.
6. Annual General Meeting
The Annual General Meeting of the Company will
be held at the offices of Foresight Group LLP, The Shard, 32 London
Bridge Street, SE1 9SG at 1.00 p.m. on 4 September 2024. Details
will be published on both the Company’s and the Adviser’s website
at www.foresight.group/products/thames-ventures-vct-1-plc.
7. Income
|
|
2024 |
|
2023 |
|
|
£’000 |
|
£’000 |
|
Income from investments |
|
|
|
|
Loan stock interest |
424 |
|
2,475 |
|
Dividend income |
415 |
|
529 |
|
|
839 |
|
3,004 |
|
Other income |
|
|
|
|
Other income |
67 |
|
27 |
|
|
906 |
|
3,031 |
8. Investments
|
|
Quoted growth
investments |
Unquoted growth
investments |
Unquoted yield focused investments |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Opening cost at 1 April 2023 |
23,338 |
41,049 |
19,806 |
84,193 |
|
Investment holding losses at 1 April 2023 |
(3,869) |
(3,048) |
(6,049) |
(12,966) |
|
Opening fair value at 1 April 2023 |
19,469 |
38,001 |
13,757 |
71,227 |
|
Movement in the year: |
|
|
|
|
|
Purchased at cost |
459 |
4,085 |
- |
4,544 |
|
Disposal proceeds |
(1,087) |
(2,087) |
(259) |
(3,433) |
|
Realised gains/(losses) on disposals* |
531 |
(3,287) |
(5,896) |
(8,652) |
|
Foreign exchange losses |
- |
(217) |
- |
(217) |
|
Investment holding (losses)/gains** |
(1,265) |
(109) |
5,298 |
3,924 |
|
Closing fair value at 31 March 2024 |
18,107 |
36,386 |
12,900 |
67,393 |
|
Closing cost at 31 March 2024 |
23,241 |
39,760 |
13,651 |
76,652 |
|
Investment holding losses at 31 March 2024 |
(5,134) |
(3,374) |
(751) |
(9,259) |
|
Closing fair value at 31 March 2024 |
18,107 |
36,386 |
12,900 |
67,393 |
*Realised losses in the Income Statement include
the deferred consideration receipts from ADC Biotechnology Limited
(£310,000), StorageOS Inc (£89,000), Black & White Hospitality
Limited (£20,000), Avid Technology Group Limited (£184,000) and
Fenkle Street LLP (£34,000).
**Unrealised gains in the Income Statement
include the deferred consideration debtor decrease of £242,000. The
debtor movement reflects the recognition of amounts receivable in
respect of DIA Imaging Analysis Limited (£45,000) and Imagen
Limited (£18,000), offset by receipts in respect of ADC
Biotechnology Limited (£310,000) and StorageOS Inc (£89,000) and
combined FX uplifts of £94,000 made against balances in respect of
Efundamentals Group Limited, StorageOS, Inc. and JRNI Limited.
A schedule disclosing the additions and
disposals during the year and other information on investments can
be found within the Review of Investments on pages 16 and 17 of the
Annual Report and Accounts.
9. Related party transactions
No Director has an interest in any contract to
which the Company is a party other than their appointment and
remuneration as Directors.
10. Transactions with the Investment
Adviser
In the opinion of the Directors, there is no
immediate or ultimate controlling party.
Fees payable during the year to the Directors
and their interest in shares of the Company are disclosed within
the Directors’ Remuneration Report on page 40 of the Annual Report
and Accounts. There were no amounts outstanding and due to the
Directors as at 31 March 2024 (2023: nil).
Further related party transactions include
Investment Adviser and Administration fees payable to Foresight
Group LLP, as disclosed in notes 4 and 5 of the Annual Report and
Accounts. Of the total Administration fees, £72,000 was payable to
Downing LLP, who were the Investment Adviser for part of the
year.
In addition, Downing LLP were paid promoter fees
in connection with the fundraising offer that was open during the
period, which totalled £nil for the year ended 31 March 2024 (2023:
£37,000).
The Company also has an agreement to pay an
ongoing trail fee annually to Downing LLP and Foresight LLP, in
connection with funds raised under original offers for subscription
out of which there is an obligation to pay trail commission to
intermediaries. During the year to 31 March 2024, £nil (2023:
£192,000) was paid to Downing LLP.
END
For further information, please contact:
Company Secretary
Foresight Group LLP
Contact: Stephen Thayer Tel: 0203 667 8100
Investor Relations
Foresight Group LLP
Contact: Andrew James Tel: 0203 667 8181
Thames Ventures Vct 1 (LSE:TV1)
Historical Stock Chart
From Oct 2024 to Nov 2024
Thames Ventures Vct 1 (LSE:TV1)
Historical Stock Chart
From Nov 2023 to Nov 2024
