Annual Financial Report
*Albion Venture Capital Trust PLC*
*LEI number: 213800JKELS32V2OK421*
As required by the Financial Conduct Authority's Disclosure Guidance and Transparency Rules 4.1 and 6.3, Albion Venture Capital Trust PLC today makes public its information relating to the Annual Report and Financial Statements for the year ended 31 March 2023.
This announcement was approved for release by the Board of Directors on 4 July 2023.
This announcement has not been audited.
The Annual Report and Financial Statements for the year ended 31 March 2023 (which have been audited), will shortly be sent to shareholders. Copies of the full Annual Report and Financial Statements will be shown via the Albion Capital Group LLP website by clicking www.albion.capital/funds/AAVC/31Mar2023.pdf.
*Investment **policy*
The Company is a Venture Capital Trust and the investment policy is intended to produce a regular dividend stream with an appreciation in capital value.
The Company will invest in a broad portfolio of smaller, unquoted growth businesses across a variety of sectors including higher risk technology companies. Investments may take the form of equity or a mixture of equity and loans.
Allocation of funds will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of company. Funds held pending investment or for liquidity purposes will be held as cash on deposit.
*Risk diversification and maximum exposures*
Risk is spread by investing in a number of different businesses within Venture Capital Trust qualifying industry sectors. The maximum amount which the Company will invest in a single portfolio company is 15% of the Company's assets at cost, thus ensuring a spread of investment risk. The value of an individual investment may increase over time as a result of trading progress and it is possible that it may grow in value to a point where it represents a significantly higher proportion of total assets prior to a realisation opportunity being available.
*Gearing*
The Company's maximum exposure in relation to gearing is restricted to 10% of the adjusted share capital and reserves.
*Financial calendar*
7 July 2023 Record date for first interim dividend
31 July 2023 Payment of first interim dividend
Noon on 7 September 2023 Annual General Meeting
December 2023
Announcement of Half-yearly results for the six months ending 30 September 2023
31 January 2024
Payment of second interim dividend (subject to Board approval)
*Financial highlights*
Shareholder return for the year ended 31 March 2023^†
(2022: 7.6%) *0.3%*
Total tax-free dividend per share paid during the year ended 31 March 2023
(2022: 25.30p) *2.65p*
Net asset value per share as at 31 March 2023
(2022: 53.38p) *50.88p*
Total shareholder value per share from launch to 31 March 2023^†
(2022: 242.72p) *242.87p*
^†These are considered Alternative Performance Measures, see notes 2 and 3 in the Strategic report below for further explanation.
*Movements in net asset value*
*31 March 2023* 31 March 2022 * (**pence** per share)* (pence per share)
Opening net asset value *53.38* 73.13
Capital (loss)/return *(0.3**4**)* 5.38
Revenue return *0.44* 0.39
Total return *0.**10* 5.77
Dividends paid *(2.65)* (25.30)
Impact from share capital movements *0.0**5* (0.22)
Net asset value *50.8**8* 53.38
*Total shareholder value*
*Ordinary shares*
*(**pence** per share)*
*Total dividends paid to 31 March 202**3* *191.99*
Net asset value on 31 March 2023 50.88
*Total shareholder value to 31 March 202**3* *24**2.8**7*
A more detailed breakdown of the dividends paid per year can be found at www.albion.capital/funds/AAVC under the ‘Dividend History’ section.
The financial highlights above are for Albion Venture Capital Trust PLC Ordinary shares only. Details of the financial performance of the C shares and Albion Prime VCT PLC, which have been merged into the Company, can be found at www.albion.capital/funds/AAVC under the ‘Financial summary for previous funds’ section.
*In addition to the dividends summarised above, the Board has declared a first dividend for the year ending 31 March **20**2**4* *of **1.**27** pence per share to be paid on **31* *July **20**2**3* *to shareholders on the register **on* *7* *July **20**2**3**.*
*Chairman’s statement *
*Introduction*
Over the course of the year, the Company’s portfolio companies have encountered a difficult macroeconomic and geopolitical backdrop, particularly the war in Ukraine which has led to high inflation, rising interest rates and political instability. The year has also seen the valuation of quoted technology companies fall sharply. In spite of this, the Company has been able to generate a positive total return of 0.10 pence per share and a 0.3% increase in shareholder return for the year ended 31 March 2023.
Given the economic environment in the financial year, and the significant uncertainty the Company has faced, the Board continues to be encouraged by the progress being made by many of the portfolio companies, demonstrating their resilience despite challenging market conditions. The Board recognises the importance of evaluating the Company’s returns over the longer-term, as a venture capital portfolio can, by its nature, experience periods of short term volatility.
*Results and dividends *
As at 31 March 2023, the net asset value (“NAV”) was £71.0 million or 50.88 pence per share, compared to £63.9 million or 53.38 pence per share as at 31 March 2022. The total return before taxation was £0.1 million compared to a return of £6.0 million for the previous year. Further details of the progress of a number of our portfolio companies are discussed later in this statement.
In line with the variable dividend policy targeting around 5% of NAV per annum, the Company paid interim dividends totalling 2.65 pence per share during the year ended 31 March 2023 (31 March 2022: 3.30 pence per share).
The Board has declared a first dividend for the year ending 31 March 2024 of 1.27 pence per share to be paid on 31 July 2023 to shareholders on the register on 7 July 2023.
*Investment performance and progress*
Several of our portfolio companies have performed well despite the global uncertainties they faced, and this has contributed to the total uplift in value of £0.6 million to the Company’s investments for the year (31 March 2022: £6.6 million). The key uplifts in the year were: Threadneedle Software Holdings (T/A Solidatus) (£0.8m uplift) which exhibited strong growth in the year; Kew Green VCT (Stansted) (£0.5m uplift), which operates the Holiday Inn express hotel at Stansted airport and returned to pre-covid trading levels; and Runa Network (previously WeGift) (£0.4m uplift) which has been revalued after an externally led funding round. The Company has also benefitted from its renewable energy assets generating decent returns, largely driven by the availability of inflation linked income. Inevitably, some portfolio companies have been adversely impacted by the challenging economic climate including write downs in the following investments: uMotif (£0.9m), Elliptic Enterprises (£0.7m) and Cantab Research (T/A Speechmatics) (£0.6m) where growth has been slower than hoped.
The three largest investments in the Company’s portfolio, being Chonais River Hydro, Seldon Technologies and Radnor House School (TopCo), are valued at £10.2 million and represent 14.4% of the Company’s NAV.
The Company has been an active investor during the year investing a total of £9.4 million. Of this, £5.6 million was invested into 13 new portfolio companies, all of which are expected to require further investment as the companies prove themselves and grow. The five largest new investments during the year were:
· £1.2 million into Peppy Health, a platform providing expert support for underserved areas of health and wellness (e.g., menopause) via content, video, chat support as an employee benefit
· £0.8 million into Toqio FinTech Holdings, a provider of embedded FinTech solutions
· £0.6 million into PeakData, a software platform providing insights and analytics to pharmaceutical companies
· £0.5 million into GX Molecular (T/A CS Genetics), a developer of single-cell sequencing solutions
· £0.4 million into Ophelos, an autonomous and ethical debt resolution platformA further £3.8 million was invested into existing portfolio companies, the largest being: £0.8 million into Healios; £0.7 million into Gravitee TopCo (T/A Gravitee.io); and £0.7 million into Runa Network (previously WeGift).
The Company held £22.9m of cash at the period end which will enable it to invest in new opportunities that arise and also to support its existing portfolio companies as they grow. The Manager, Albion Capital, continues to target new investments in business-to-business (B2B) mission critical software and healthcare companies.
A full list of the Company’s investments and disposals, including their movements in value for the year, can be found in the Portfolio of investments section on pages 27 to 28 of the full Annual Report and Financial Statements.
*Risks and uncertainties*
There are a number of significant risks faced by the Company, including rising interest rates, high levels of inflation, the ongoing impact of Russia’s invasion of Ukraine, and an expected period of low or no economic growth, or even recession in the UK over the coming year.
Our investment portfolio, while concentrated mainly in the renewable energy, technology and healthcare sectors, remains diversified in terms of both sub-sector and stage of maturity.
A detailed analysis of the other risks and uncertainties facing the business is shown in the Strategic report below.
*Share buy-**backs*
It remains the Board’s policy to buy-back shares in the market, subject to the overall constraint that such purchases are in the Company’s interest. This includes the maintenance of sufficient cash resources for investment in new and existing portfolio companies and the continued payment of dividends to shareholders.
It is the Board’s intention that such buy-backs should be at around a 5% discount to net asset value, in so far as market conditions and liquidity permit. The Board continues to review the use of buy-backs and is satisfied that it is an important means of providing market liquidity for shareholders.
Details of the Company’s share buy-backs during the year can be found in note 15.
*Albion VCTs Prospectus Top Up Offers *
Your Board, in conjunction with the boards of the other five VCTs managed by Albion Capital Group LLP, launched a prospectus top up offer of new Ordinary shares on 10 October 2022. The Board announced on 9 January 2023 that, following strong demand, it would opt to exercise its over-allotment facility, bringing the total to be raised to £11 million. The Offer was fully subscribed and closed to further applications on 21 February 2023.
The proceeds are being used to provide support to our existing portfolio companies and to enable us to take advantage of new investment opportunities. Details of share allotments made during and after the financial year end can be found in notes 15 and 19 respectively.
*Annual General Meeting (“AGM”)*
The AGM will be held at noon on 7 September 2023 via the Lumi platform. Information on how to participate in the live webcast can be found on the Manager’s website www.albion.capital/vct-hub/agms-events.
The Board welcomes questions from shareholders at the AGM and shareholders will be able to ask questions using the Lumi platform during the AGM. Alternatively, shareholders can email their questions to AAVCchair@albion.capital prior to the Meeting.
Shareholders' views are important, and the Board encourages shareholders to vote on the resolutions.
Further details on the format and business to be conducted at the AGM can be found in the Directors’ report on pages 48 and 49 and in the Notice of the Meeting on pages 89 to 92 of the full Annual Report and Financial Statements.
*Outlook and prospects *
There remain many uncertainties facing the Company, including high levels of inflation, elevated interest rates, and the war in Ukraine, which makes it difficult to be entirely confident about what lies ahead. However, the results for the year demonstrate the resilience of our portfolio during challenging times. The portfolio is well diversified, with companies at different stages of maturity and targeted at sectors such as renewable energy, healthcare, and mission critical software, with minimal exposure to consumer expenditure. We believe that these sectors can continue to provide positive results for the Company and its shareholders over the longer-term.
*Richard Glover*
Chairman
4 July 2023
*Strategic report*
*Investment policy*
The Company will invest in a broad portfolio of smaller, unquoted growth businesses across a variety of sectors including higher risk technology companies. Investments may take the form of equity or a mixture of equity and loans.
Allocation of funds will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of company. Funds held pending investment or for liquidity purposes will be held as cash on deposit.
The full investment policy can be found on page 7 of the full Annual Report and Financial Statements.
*Current portfolio **analysis*
The pie charts at the end of this announcement show the split of the portfolio valuation as at 31 March 2023 by: sector; sector (excluding cash and net assets); stage of investment; and number of employees. This is a useful way of assessing how the Company and its portfolio is diversified across sector, portfolio companies’ maturity measured by revenues and their size measured by the number of people employed. As the Company continues to invest in software and other technology companies, FinTech (which is technology specifically applicable to financial services companies) is included as a subsector below due to its increasing prominence. Details of the principal investments made by the Company are shown in the Portfolio of investments on pages 27 and 28 of the full Annual Report and Financial Statements.
*Direction of portfolio*
The analysis of the Company’s investment portfolio shows that it is well diversified and evenly spread across the FinTech, healthcare (including digital healthcare), software and technology and renewable energy sectors.
Due to the timing of the share allotments under the 2021/22 and 2022/23 Prospectus Top Up Offers, cash and net current assets are a significant proportion of the portfolio at 34%. The Manager has a deep sector knowledge in healthcare, FinTech and software investing, and these funds are expected to be invested predominantly into higher growth technology companies within these sectors.
Further details on portfolio companies can be found in the Portfolio of investments on pages 27 and 28 of the full Annual Report and Financial Statements.
*Results and dividends*
*£'000*
Net capital loss for the year ended 31 March 2023 (421)
Net revenue return for the year ended 31 March 2023 546
*Total return for the year ended 31 March 2023* *1**25*
First interim dividend of 1.33 pence per share paid on 29 July 2022 (1,614)
Second interim dividend of 1.32 pence per share paid on 31 January 2023 (1,716)
Unclaimed dividends returned to the Company 12
*Transferred from reserves* *(3,**193**)*
Net assets as at 31 March 2023 71,015
*Net asset value as **at** 31 March 2023* *50.8**8* *p**ence per share*
*Results and dividends*
The Company paid dividends totalling 2.65 pence per share during the year ended 31 March 2023 (2022: 25.30 pence per share, which included 22.00 pence per share of special dividends). The Board has a variable dividend policy which targets an annual dividend yield of around 5% on the prevailing net asset value. As a result, the Board has declared a first dividend for the year ending 31 March 2024 of 1.27 pence per share to be paid on 31 July 2023 to shareholders on the register on 7 July 2023.As shown in the Company’s Income statement on page 70 of the full Annual Report and Financial Statements, the total return for the year was 0.10 pence per share (2022: 5.77 pence per share). The total investment income increased to £1,202,000 (2022: £1,037,000), which was due mainly to dividend income increasing to £121,000 (2022: £7,000) and bank interest and income from fixed term funds increasing to £140,000 (2022: £4,000) as a result of rising interest rates. Loan stock income decreased slightly to £941,000 (2022: £1,026,000).
The capital return on investments for the year of £577,000 (2022: £6,553,000), has been discussed in the Chairman’s statement above. The net asset value of the Company has decreased to 50.88 pence per share (2022: 53.38 pence per share), which was primarily due to the payment of dividends to shareholders in the year, totalling 2.65 pence per share.
There was a net cash outflow for the Company of £1,782,000 for the year (2022: net outflow of £18,894,000) resulting from the increased number of investments made into new and existing portfolio companies during the year, dividends paid and share buy backs, offset by the issue of Ordinary shares under the Albion VCTs Top Up Offers 2021/22 and 2022/23. The net cash outflow has decreased significantly from last year, mainly due to the payment of two special dividends in the previous year.
*Review of business and future changes*
A detailed review of the Company’s business during the year is contained in the Chairman’s statement above. The total return before tax for the year was £125,000 (2022: £5,961,000).
There is a continuing focus on growing the healthcare (including digital healthcare), FinTech and software and other technology sectors. The majority of these investment returns are delivered through equity and capital gains and are expected to be the key driver of success for the Company. Investment income, which is received primarily from our renewable energy investments, is expected to remain steady over the coming years.
Details of significant events which have occurred since the end of the financial year are listed in note 19. Details of transactions with the Manager are shown in note 5.
*Future prospects*
The Company’s portfolio remains well balanced across sectors and risk classes, and is largely weathering the impacts of the ongoing global issues caused as a result of high levels of interest rates and inflation, and other economic headwinds. Although there remains much uncertainty, the Board considers that the current portfolio has the potential to deliver long term growth, whilst maintaining a predictable stream of dividend payments to shareholders. Further details on the Company’s outlook and prospects can be found in the Chairman’s statement above.
*Key performance indicators** (“KPIs”) and Alternative Performance Measures (“APMs”)*
The Directors believe that the following KPIs (some of which are APMs), which are typical for Venture Capital Trusts, used in its own assessment of the Company, will provide shareholders with sufficient information to assess how effectively the Company is applying its investment policy to meet its objectives. The Directors are satisfied that the results shown in the following KPIs and APMs give a good indication that the Company is achieving its investment objective and policy. These are:
1. Total shareholder value relative to FTSE All Share Index total return
The graph on page 8 of the full Annual Report and Financial Statements shows the Company’s total shareholder value relative to the FTSE All-Share Index total return, with dividends reinvested. The FTSE All-Share index is considered a reasonable benchmark as the Company is classed as a generalist UK VCT investor, and this index includes over 600 companies listed in the UK, including small-cap, covering a range of sectors. Details on the performance of the net asset value and return per share for the year are shown in the Chairman’s statement above.
2. Net asset value per share and total shareholder value
Total shareholder value increased by 0.15 pence to 242.87 pence per share for the year ended 31 March 2023.
3. Movement in shareholder value in the year^†
The diagram on page 9 of the full Annual Report and Financial Statements shows the Company’s total shareholder return over the previous ten years, five years, three years and the past year, and the annual returns for the same period are detailed out below.
*2014* *2015* *2016* *2017* *2018* *2019* *2020* *2021* *2022* *2023*
2.8% 7.4% 7.5% 11.8% 7.4% 10.5% (4.9)% 10.3% 7.6% 0.3%
^†Methodology: Calculated as the movement in total shareholder value for the year divided by the opening net asset value.
The table above shows that total shareholder value has increased in 9 of the last 10 years, with an average return of 6.1% per annum.
4. Dividend distributions
Dividends paid in respect of the year ended 31 March 2023 were 2.65 pence per share (2022: 25.30 pence per share). Cumulative dividends paid since inception amount to 191.99 pence per Ordinary share.
5. Ongoing charges
The ongoing charges ratio for the year ended 31 March 2023 was 2.50% (2022: 2.44%). The ongoing charges ratio has been calculated using The Association of Investment Companies’ (“AIC”) recommended methodology. This figure shows shareholders the total recurring annual running expenses (including investment management fees charged to capital reserve) as a percentage of the average net assets attributable to shareholders. The cap on the ongoing charges ratio is 2.50%. During the year, the management fee was reduced by £27,000 as a result of this cap (2022: £nil). The Directors expect the ongoing charges ratio for the year ahead to be approximately 2.50%.
6. VCT compliance*
The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HMRC. In order to maintain its status under Venture Capital Trust legislation, a VCT must comply on a continuing basis with the provisions of Section 274 of the Income Tax Act 2007, details of which are provided in the Directors’ report on page 45 of the full Annual Report and Financial Statements.
The relevant tests to measure compliance have been carried out and independently reviewed for the year ended 31 March 2023. These showed that the Company has complied with all tests and continues to do so.
*VCT compliance is not a numerical measure of performance and thus cannot be defined as an APM.
*Gearing*
As defined by the Articles of Association, the Company’s maximum exposure in relation to gearing is restricted to 10% of the adjusted share capital and reserves. The Directors do not currently have any intention to utilise gearing for the Company.
*Operational arrangements*
The Company has delegated the investment management of the portfolio to the Manager, Albion Capital Group LLP, which is authorised and regulated by the Financial Conduct Authority. The Manager also provides company secretarial and other accounting and administrative support to the Company.
*Management agreement*
Under the Management agreement, the Manager provides investment management, secretarial and administrative services to the Company. The Management agreement can be terminated by either party on 12 months’ notice. The Management agreement is subject to earlier termination in the event of certain breaches or on the insolvency of either party. The Manager is paid an annual fee equal to 1.9% of the net asset value of the Company, and an annual secretarial and administrative fee of £60,000 (2022: £55,000) increased annually by RPI. These fees are payable quarterly in arrears. Total annual expenses, including the management fee, are limited to 2.5% of the net asset value.
In line with common practice, the Manager is also entitled to an arrangement fee, payable by each new portfolio company, of approximately 2% on each new investment made and any applicable monitoring fees.
*Management performance incentive*
In order to align the interests of the Manager and the shareholders with regards to generating positive returns, the Manager is entitled to charge an incentive fee in the event that the returns exceed minimum target levels.
The performance hurdle requires that the growth of the aggregate of the net asset value per share and dividends paid by the Company compared with the previous accounting date exceeds RPI plus 2%. The hurdle will be calculated every year, based on the previous year’s closing NAV per share. The starting NAV is 79.00 pence per share, being the audited net asset value at 31 March 2019. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable.
There was no management performance incentive fee payable during the year. As at 31 March 2023 the cumulative shortfall of the target return was 13.31 pence per share (31 March 2022: shortfall of 5.18 pence per share) and this amount needs to be made up in following accounting periods before an incentive fee becomes payable.
*Investment and co-investment*
The Company co-invests with other Venture Capital Trusts and funds managed by the Manager. Allocation of investments is on the basis of an allocation agreement which is based, inter alia, on the ratio of funds available for investment.
*Evaluation of the Manager*
The Board has evaluated the performance of the Manager based on:
· the returns generated by the Company;
· the continuing achievement of the HMRC tests for VCT status;
· the long term prospects of the current portfolio of investments;
· the management of treasury, including use of buy-backs and participation in fund raising; and
· benchmarking the performance of the Manager to other service providers including the performance of other VCTs that the Manager is responsible for managing.The Board believes that it is in the interests of shareholders as a whole, and of the Company, to continue the appointment of the Manager for the forthcoming year.
*Alternative Investment Fund Managers Directive (“AIFMD”)*
The Board appointed the Manager as the Company’s AIFM in 2014 as required by the AIFMD. The Manager is a full-scope Alternative Investment Fund Manager under the AIFMD. Ocorian Depositary (UK) Limited is the appointed Depositary and oversees the custody and cash arrangements and provides other AIFMD duties with respect to the Company.
*Companies Act 2006 Section 172 Reporting *
Under Section 172 of the Companies Act 2006, the Board has a duty to promote the success of the Company for the benefit of its members as a whole in both the long and short term, having regard to the interests of other stakeholders in the Company, such as suppliers, and to do so with an understanding of the impact on the community and environment and with high standards of business conduct, which includes acting fairly between members of the Company.
The Board is very conscious of these wider responsibilities in the ways it promotes the Company’s culture and ensures, as part of its regular oversight, that the integrity of the Company’s affairs is foremost in the way the activities are managed and promoted. This includes regular engagement with the wider stakeholders of the Company and being alert to issues that might damage the Company’s standing in the way that it operates. The Board works very closely with the Manager in reviewing how stakeholder issues are handled, ensuring good governance and responsibility in managing the Company’s affairs, as well as visibility and openness in how the affairs are conducted.
The Company is an externally managed investment company with no employees, and as such has nothing to report in relation to employee engagement but does keep close attention to how the Board operates as a cohesive and competent unit. The Company also has no customers in the traditional sense and, therefore, there is also nothing to report in relation to relationships with customers.
The table that follows sets out the key stakeholders, details how the Board has engaged with these key stakeholders, and the effect of these considerations on the Company’s decisions and strategies during the year.
*Engagement with Stakeholder* *Outcome**s** and decisions based on engagement*
*Shareholders*
The key methods of engaging with Shareholders are as follows:
· Annual General Meeting (“AGM”)
· Shareholder seminar
· Annual Report and Financial Statements, Half-yearly financial report, and Interim management statements
· RNS announcements in accordance with Listing Rules and DTR covering such things as appointment of a new Director, and the publication of a Prospectus
· Albion Capital website, social media pages, as well as publishing Albion News shareholder magazine
· Shareholders’ views are important and the Board encourages Shareholders to exercise their right to vote on the resolutions at the AGM. The Company’s AGM is typically used as an opportunity to communicate with investors, including through a presentation made by the Manager. Undertaking this virtually enabled engagement with a wider audience of shareholders from across the country, and gave shareholders the opportunity to ask questions and vote during the virtual AGM last year.
· Shareholders are also encouraged to attend the annual Shareholders’ Seminar. Last year’s event took place on 23 November 2022. The seminar included portfolio companies sharing insights into their businesses and also a Q&A from Albion executives on some of the key factors affecting the investment outlook, as well as a review of the past year and the plans for the year ahead. Representatives of the Board attend the seminar. The Board considers this an important interactive event, and invites shareholders to attend this year’s event scheduled for 15 November 2023 at the Royal College of Surgeons. Further information will be available nearer the time.
· The Board recognises the importance to Shareholders of maintaining a share buy-back policy, in order to provide market liquidity, and considered this when establishing the current policy. The Board closely monitors the discount to the net asset value to ensure this is in the region of 5%.
· The Board seeks to create value for Shareholders by generating strong and sustainable returns to provide shareholders with regular dividends and the prospect of capital growth. The Board takes this into consideration when making the decision to pay dividends to Shareholders. The variable dividend policy has resulted in a dividend yield of 5.0% on opening net asset value.
· During the year, the Board made the decision to participate in the Albion Prospectus Top Up Offer, launched on 10 October 2022, in order to raise funds for deployment into new and existing portfolio companies. The Board carefully considered whether further funds were required, whether the VCT tests would continue to be met, and whether it would be in the interest of Shareholders, before agreeing to publish the Prospectus. On allotment, an issue price formula based on the prevailing net asset value is used to ensure there is no dilution to existing Shareholders.
· Cash management and liquidity of the Company are key quarterly discussions amongst the Board, with focus on deployment of cash for future investments, dividends and share buy-backs.
· Shareholders can contact the Chairman using the email AAVCchair@albion.capital.
*Manager*
The performance of Albion Capital Group LLP is essential to the long term success of the Company, including achieving the investment policy and generating returns to shareholders, as well as the impact the Company has on Environmental, Social and Governance (“ESG”) practice. · The Manager meets with the Board at least quarterly to discuss the performance of the Company, and is in regular contact in between these meetings, e.g. to share investment papers for new and follow-on investments. All strategic decisions are discussed in detail and minuted, with an open dialogue between the Board and the Manager.
· The performance of the Manager in managing the portfolio and in providing company secretarial, administration and accounting services is reviewed in detail each year, which includes reviewing comparator engagement terms and portfolio performance. Further details on the evaluation of the Manager, and the decision to continue the appointment of the Manager for the forthcoming year, can be found in this report.
· Details of the Manager’s responsibilities can be found in the Statement of corporate governance on page 52 of the full Annual Report and Financial Statements.
*Suppliers*
The key suppliers are:
· Corporate broker
· VCT taxation adviser
· Depositary
· Registrar
· Auditor
· Legal Advisor
· The Manager, on behalf of the Company, is in regular contact with the suppliers and the contractual arrangements with all the principal suppliers to the Company are reviewed regularly and formally once a year, alongside the performance of the suppliers in acquitting their responsibilities.
· The Manager reviews the performance of the providers annually, and was satisfied with their performance.
*Portfolio companies*
The portfolio companies are considered key stakeholders, not least because they are principal drivers of value for the Company. However, as discussed in the ESG report on pages 34 to 37 of the full Annual Report and Financial Statements, the portfolio companies’ impact on their stakeholders is also important to the Company. · The Board aims to have a diversified portfolio in terms of sector and stage of investment. Further details of this can be found in the pie charts at the end of this announcement.
· In most cases, an Albion executive has either a place on the board of a portfolio company or is an observer, in order to help with both business operation decisions, as well as good ESG practices.
· The Manager provides access to deep expertise on growth strategy alignment, leadership team hiring, organisational scaling and founder leader development.
· The Manager facilitates good dialogue with portfolio companies, and often puts on events in order to help portfolio companies benefit from the Albion network.
*Community and environment*
The Company, with no employees, has no effect itself on the community and environment. However, as discussed above, the portfolio companies’ ESG impact is extremely important to the Board. · The Board receives reports on ESG factors within its portfolio from the Manager as it is a signatory of the United Nations Principles for Responsible Investment (“UN PRI”). Further details of this are set out in the ESG report below. ESG, without its specific definition, has always been at the heart of the responsible investing that the Company engages in and in how the Company conducts itself with all of its stakeholders.
*Social and community issues, **employees** and human rights*
The Board recognises the requirement under section 414C of the Act to detail information about social and community issues, employees and human rights; including any policies it has in relation to these matters and effectiveness of these policies. As an externally managed investment company with no employees, the Company has no formal policies in these matters, however, it is at the core of its responsible investment strategy as detailed above.
*General Data Protection Regulation *
The General Data Protection Regulation (“GDPR”) has the objective of unifying data privacy requirements across the European Union. GDPR forms part of the UK law after Brexit, now known as UK GDPR. The Manager continues to take action to ensure that the Manager and the Company are compliant with the regulation.
*Further policies*
The Company has adopted a number of further policies relating to:
· Environment
· Global greenhouse gas emissions
· Anti-bribery
· Anti-facilitation of tax evasion
· Diversityand these are set out in the Directors’ report on pages 46 and 47 of the full Annual Report and Financial Statements.
*Risk management*
The Board carries out a regular review of the risk environment in which the Company operates, together with changes to the environment and individual risks. The Board also identifies emerging risks which might impact on the Company. In the period the most noticeable risks have been the emergence of rising interest rates and inflation, caused in part as a result of the Russian invasion of Ukraine, and pricing volatility in world markets, particularly affecting growth stocks. The full impacts of these risks are likely to continue to be uncertain for some time.
The Board has carried out a robust assessment of the Company’s principal risks and uncertainties and seeks to mitigate these risks through regular reviews of performance and monitoring progress and compliance. The Board applies the principles detailed in the Financial Reporting Council’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting, in the mitigation and management of these risks. More information on specific mitigation measures for the principal risks and uncertainties are explained below:
*Possible consequence * *Risk assessment during the year* *Risk management*
*Risk: **Investment, performance**, technology,** and valuation risk*
The risk of investment in poor quality businesses, which could reduce the returns to shareholders and could negatively impact on the Company’s current and future valuations.
By nature, smaller unquoted businesses, such as those that qualify for Venture Capital Trust purposes, are more volatile than larger, long-established businesses.
Technology related risks are also likely to be greater in early, rather than later, stage technology investments, including the risks of the technology not becoming generally accepted by the market or the obsolescence of the technology concerned, often due to greater financial resources being available to competing companies.
The Company’s investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported. Increased in the year due to the heightened economic and geopolitical issues as referred to in the Chairman’s statement. In addition, in the current economic climate the valuations of technology companies are more volatile. To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its track record of making successful investments in higher growth technology businesses. The Manager operates a structured investment appraisal and review process, which includes an Investment Committee, comprising investment professionals from the Manager for all investments, and at least one external investment professional for investments greater than £1 million in aggregate across all the Albion managed VCTs. The Manager also invites and takes account of comments from non-executive Directors of the Company on matters discussed at the Investment Committee meetings.
Investments are actively and regularly monitored by the Manager (investment managers observe or sit on portfolio company boards), including the level of diversification in the portfolio, and the Board receives detailed reports on each investment as part of the Manager’s report at quarterly board meetings. The Board and Manager regularly review the deployment of investments and cash resources available to the Company in assessing liquidity required for servicing the Company’s buy-backs, dividend payments and operational expenses. The decision to issue a Prospectus for the 2022/23 Top Ups was due to careful analysis of these factors.
The unquoted investments held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines updated in 2022. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. The valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board.
*Risk: **VCT approval and regulatory change risk*
The Company must comply with section 274 of the Income Tax Act 2007 which enables its investors to take advantage of tax relief on their investment and on future returns. Breach of any of the rules enabling the Company to hold VCT status could result in the loss of that status. No change in the year. To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in Venture Capital Trust management, used to operating within the requirements of the Venture Capital Trust legislation. In addition, to provide further formal reassurance, the Board has appointed Philip Hare & Associates LLP as its taxation adviser, who report quarterly to the Board to independently confirm compliance with the Venture Capital Trust legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a new portfolio company is also pre-cleared with our professional advisers or H.M. Revenue & Customs. The Company monitors closely the extent of qualifying holdings and addresses this as required.
*Risk: **Regulatory and compliance risk*
The Company is listed on The London Stock Exchange and is required to comply with the rules of the Financial Conduct Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company’s shares, or other penalties under the Companies Act or from financial reporting oversight bodies. No change in the year. Board members and the Manager have experience of operating at senior levels within or advising quoted companies. In addition, the Board and the Manager receive regular updates on new regulation from its auditor, legal advisors and other professional bodies. The Company is subject to compliance checks through the Manager’s compliance function, and any issues arising from compliance or regulation are reported to its own board every two months. These controls are also reviewed as part of the quarterly Board meetings, and also as part of the review work undertaken by the Manager’s compliance officer. The report on controls is also evaluated by the internal auditors.
*Risk: **Operational and internal control risk*
The Company relies on a number of third parties, in particular the Manager, for the provision of investment management and administrative functions. Failures in key systems and controls within the Manager’s business could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders.
No change in the year. The Company and its operations are subject to a series of rigorous internal controls and review procedures exercised throughout the year. The Board receives reports from the Manager on its internal controls and risk management.
The Audit and Risk Committee reviews the Internal Audit Reports prepared by the Manager’s internal auditors, Azets, and has access to their internal audit partner to whom it can ask specific detailed questions in order to satisfy itself that the Manager has strong systems and controls in place including those in relation to business continuity and cyber security, as mentioned below.
Ocorian Depositary (UK) Limited is the Company’s Depositary, appointed to oversee the custody and cash arrangements and provide other AIFMD duties. The Board reviews the quarterly reports prepared by Ocorian Depositary (UK) Limited to ensure that the Manager is adhering to its policies and procedures as required by the AIFMD.
In addition, the Board annually reviews the performance of its key service providers, particularly the Manager, to ensure they continue to have the necessary expertise and resources to deliver the Company’s investment objective and policy. The Manager and other service providers have also demonstrated to the Board that there is no undue reliance placed upon any one individual.
*Risk: **Cyber and data security*
A cyber-attack on one of the Company's third party suppliers could result in the security of, potentially sensitive, data being compromised, leading to financial loss, disruption or damage to the reputation of the Company. Increased in the year due to an increase in cyber-attacks worldwide. The Manager outsources some of its IT services, including hardware and software procurement, server management, backup provision and day-to-day support through an outsourcing arrangement with an IT consultant. In house IT support is also provided.
The Manager takes cyber risks seriously and the need to guard against these are in the Service level agreement with our key outsourced service provider. During the year, further investment was made in our IT infrastructure and awareness training.
In addition, the Manager also has a business continuity plan which includes off-site storage of records and remote access provisions. This is revised and tested annually and is also subject to Compliance, Group Risk and Internal Audit reporting. Penetration tests are also carried out to ensure that IT systems are not susceptible to any cyber-attacks.
The Manager’s Internal Auditor performs reviews on IT general controls and data confidentiality and makes recommendations where necessary. The most recent internal audit focused specifically on IT systems, and was completed in February 2023.
*Risk: **Economic and political risk*
Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events, and other factors could substantially and adversely affect the Company’s prospects in a number of ways. This also includes risks of social upheaval, including from infection and population re-distribution, as well as economic risk challenges as a result of healthcare pandemics/infection. Increased in the year due to the high levels of inflation, rising interest rates and the geopolitical risks from the invasion of Ukraine. The Company invests in a diversified portfolio of companies across a number of industry sectors and in addition often invests in a mixture of instruments in portfolio companies and has a policy of minimising any external bank borrowings within portfolio companies.
At any given time, the Company has sufficient cash resources to meet its operating requirements, including share buy-backs and follow-on investments.
In common with most commercial operations, exogenous risks over which the Company has no control are always a risk and the Company does what it can to address these risks where possible, not least as the nature of the investments the Company makes are long term.
The Board and Manager are continuously assessing the resilience of the portfolio, the Company and its operations and the robustness of the Company’s external agents, as well as considering longer term impacts on how the Company might be positioned in how it invests and operates. Ensuring liquidity in the portfolio to cope with exigent and unexpected pressures on the finances of the portfolio and the Company is an important part of the risk mitigation in these uncertain times. The portfolio is structured as an all-weather portfolio with c.50 companies which are diversified as discussed above. Exposure is relatively small to at-risk sectors that include leisure, hospitality, retail and travel.
*Risk: **Environmental, social and governance (“ESG”) risk*
An insufficient ESG policy could lead to an increased negative impact on the environment, including the Company’s carbon footprint. Non-compliance with reporting requirements could lead to a fall in demand from investors, reputational damage and penalties. Climate risks could also negatively impact on the value of portfolio investments. No change in the year. The Manager is a signatory of the UN PRI and the Board is kept updated of the evolving ESG policies at quarterly Board meetings. Full details of the specific procedures and risk mitigation can be found in the ESG report on pages 34 to 37 of the full Annual Report and Financial Statements. These procedures ensure that this risk continues to be mitigated where possible.
Whilst the Company itself has limited impact on climate change, due to no employees nor greenhouse gas emissions, the Board works closely with the Manager to ensure the Manager themselves are working towards reducing their impact on the environment, and that the Manager takes account of ESG factors, including climate change, when making new investment decisions. With specific respect to the Company, a key operation is increasing the use of electronic communications with Shareholders.
*Risk: **Liquidity risk*
The Company may not have sufficient cash available to meet its financial obligations. The Company’s portfolio is primarily in smaller unquoted companies, which are inherently illiquid as there is no readily available market, and thus it may be difficult to realise their fair value at short notice. No change in the year. To reduce this risk, the Board reviews the Company’s three year cash flow forecasts on a quarterly basis. These include potential investment realisations (which are closely monitored by the Manager), Top Up Offers, dividend payments and operational expenditure. This ensures that there are sufficient cash resources available for the Company’s liabilities as they fall due.
*Viability statement*
In accordance with the FRC UK Corporate Governance Code published in 2018 and provision 36 of the AIC Code of Corporate Governance, the Directors have assessed the prospects of the Company over three years to 31 March 2026. The Directors believe that three years is a reasonable period in which they can assess the ability of the Company to continue to operate and meet its liabilities as they fall due. This is the period used by the Board as part of its strategic planning process, which includes: the estimated timelines for finding, assessing and completing investments; the potential impact of any new regulations; and the availability of cash.
The Board has carried out a robust assessment of the principal and emerging risks facing the Company, including those that could threaten its business model, future performance, solvency or liquidity, and focused on the major factors which affect the economic, regulatory and political environment. The Board carefully assessed, and were satisfied with, the risk management processes in place to avoid or reduce the impact of these risks. The Board has carried out robust stress testing of cashflows which included; factoring in higher levels of inflation when budgeting for future expenses, only including proceeds from investment disposals where there is a high probability of completion, whilst also assessing the resilience of investee companies given the current decline in the global economy, including the requirement for any future financial support.
The Board has additionally considered the ability of the Company to comply with the ongoing conditions to ensure it maintains its VCT qualifying status under its current investment policy. As a result of the Board’s quarterly valuation reviews, it has concluded that the portfolio is well balanced and geared towards delivering long term growth and strong returns to shareholders.
The Board has concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three year period to 31 March 2026. The Board is mindful of the ongoing risks and will continue to ensure that appropriate safeguards are in place, in addition to monitoring the quarterly cashflow forecasts to ensure the Company has sufficient liquidity.
*Companies Act 2006*
This Strategic report of the Company for the year ended 31 March 2023 has been prepared in accordance with the requirements of section 414A of the Companies Act 2006 (the “Act”). The purpose of this report is to provide Shareholders with sufficient information to enable them to assess the extent to which the Directors have performed their duty to promote the success of the Company in accordance with Section 172 of the Act.
*Richard Glover*
Chairman
4 July 2023
*Statement of Directors’ responsibilities*
In preparing these Financial Statements for the year to 31 March 2023, the Directors of the Company, being Richard Glover, Ann Berresford, Neeta Patel CBE and Richard Wilson, confirm to the best of their knowledge:
· summary financial information contained in this announcement and the full Annual Report and Financial Statements for the year ended 31 March 2023 for the Company has been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards and applicable law) and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
· the Chairman’s statement and Strategic report include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties it faces.
We consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced, and understandable and provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy.
A detailed “Statement of Directors’ responsibilities” is contained on page 50 of the full Annual Report and Financial Statements.
For and on behalf of the Board
*Richard Glover*
Chairman
4 July 2023
*Income statement *
*Year ended 31 March **20**2**3* Year ended 31 March 2022 *Revenue* *Capital* *Total* Revenue Capital Total *Note* *£’000* *£’000* *£’000* £’000 £’000 £’000Net gains on investments 3 *-* *577* *577* - 6,553 6,553
Investment income 4 *1,202* *-* *1,202* 1,037 - 1,037
Investment Manager’s fees 5 *(122)* *(1,097)* *(1,219)* (122) (1,097) (1,219)
Other expenses 6 *(435)* *-* *(435)* (411) - (411)
*Profit**/(loss)** on ordinary activities before tax* *645* *(520)* *125* 504 5,456 5,960
Tax (charge)/credit on ordinary activities 8 *(99)* *99* *-* (97) 98 1
*Profit**/(loss)** and total comprehensive income attributable to shareholders* *546* *(421)* *125* 407 5,554 5,961
*Basic and diluted return**/(loss)** per share (pence)** 10 *0.44* *(0.34)* *0.10* 0.39 5.38 5.77
* Adjusted for treasury shares
The accompanying notes form an integral part of these Financial Statements.
The total column of this Income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies’ Statement of Recommended Practice.
*Balance sheet*
*31 March 2023* 31 March 2022 *Note* *£’000* £’000
*Fixed asset investments* 11 *46,823* 37,604
*Current assets*
Trade and other receivables 13 *1,96*** 1,926
Cash in bank and at hand *22,886* 24,668 *24,846* 26,594
*Payables: amounts falling due within one year*
Trade and other payables 14 *(654)* (261)
*Net current assets* *24,192* 26,333
*Total assets **less** current liabilities* *71,015* 63,937
*Equity attributable to equity holders*
Called-up share capital 15 *1,587* 1,369
Share premium *21,531* 10,047
Capital redemption reserve *31* 22
Unrealised capital reserve *8,415* 6,550
Realised capital reserve *2,08**9* 7,693
Other distributable reserve *37,36**2* 38,256
*Total equity shareholders’ funds* *71,015* 63,937
*Basic and diluted net asset value per share (pence)** 16 *50.88* 53.38
*Excluding treasury shares
The accompanying notes form an integral part of these Financial Statements.
These Financial Statements were approved by the Board of Directors and authorised for issue on 4 July 2023, and were signed on its behalf by:
*Richard Glover*
Chairman
Company number: 03142609
*Statement of changes in equity*
*Called**-**up **share*
*capital* *Share premium* *Capital redemption reserve* *Unrealised capital reserve* *Realised capital reserve** *Other distributable reserve** *Total* *£’000* *£’000* *£’000* *£’000* *£’000* *£’000* *£’000*
*At** 1 April 2022* *1,369* *10,047* *22* *6,550* *7,693* *38,256* *63,937*
Return/(loss) and total comprehensive income for the year *-* *-* *-* *492* *(913)* *546* *125*
Transfer of previously unrealised losses on realisations of investments *-* *-* *-* *1,373* *(1,373)* *-* *-*
Purchase of shares for cancellation *(**9**)* *-* *9* *-* *-* *(**455**)* *(**455**)*
Purchase of treasury shares *-* *-* *-* *-* *-* *(98**5**)* *(98**5**)*
Issue of equity *227* *11,754* *-* *-* *-* *-* *11,981*
Cost of issue of equity *-* *(**2**7****)* *-* *-* *-* *-* *(**2**7****)*
Net dividends paid (note 9) *-* *-* *-* *-* *(**3,31**8**)* *-* *(**3,31**8**)*
*A**t* *31 March **20**2**3* *1,587* *21,531* *31* *8,415* *2,08**9* *37,36**2* *71,015*
At 1 April 2021 1,165 40,668 7 3,588 21,829 5,431 72,688
Return and total comprehensive income for the year - - - 3,784 1,770 407 5,961
Transfer of previously unrealised gains on realisations of investments - - - (822) 822 - -
Purchase of shares for cancellation (39) - 39 - - (2,013) (2,013)
Issue of equity 243 12,694 - - - - 12,937
Cost of issue of equity - (254) - - - - (254)
Reduction of share premium and capital redemption reserve - (43,061) (24) - - 43,085 -
Net dividends paid (note 9) - - - - (16,728) (8,654) (25,382)
At 31 March 2022 1,369 10,047 22 6,550 7,693 38,256 63,937
*These reserves include an amount of £20,254,000 (2022: £26,804,000) which is considered distributable. Over the next three years an additional £17,018,000 will become distributable. This is due to the HMRC requirement that the Company cannot use capital raised in the past three years to make a payment or distribution to shareholders. On 1 April 2023, £13,435,000 became distributable in line with this.
The accompanying notes form an integral part of these Financial Statements.
*Statement of cash flows*
*Year **ended*
*31 March 2023* Year ended
31 March 2022 *£’000* £’000
*Cash flow from operating activities*
Loan stock income received *851* 978
Dividend income received *121* 7
Income from fixed term funds received *85* 2
Bank interest received *55* 2
Investment Manager’s fees paid *(1,019)* (1,434)
Other cash payments *(431)* (389)
UK Corporation tax paid *-* (42)
*Net cash flow used in operating activities* *(338)* (876)
*Cash flow from investing activities*
Purchase of fixed asset investments *(9,425)* (7,771)
Proceeds from disposals of fixed asset investments *834* 4,649
*Net cash flow used in investing activities* *(8,591)* (3,122)
*Cash flow from financing activities*
Issue of share capital *11,159* 8,941
Cost of issue of equity *(6)* (35)
Dividends paid* *(2,758)* (21,589)
Purchase of own shares (including costs) *(1,248)* (2,213)
*Net cash flow **from**/(**used in**)** financing activities* *7,147* (14,896)
*Decrease in cash in bank and at hand* *(1,782)* (18,894)
Cash in bank and at hand at start of the year *24,668* 43,562
*Cash in bank and at hand at end of the year* *22,886* 24,668
*The equity dividends paid shown in the cash flow are different to the dividends disclosed in note 9 as a result of the non-cash effect of the Dividend Reinvestment Scheme and the timing of unclaimed dividends.
The accompanying notes form an integral part of these Financial Statements.
*Notes to the Financial Statements*
*1. **Basis of preparation*
The Financial Statements have been prepared in accordance with applicable United Kingdom law and accounting standards, including Financial Reporting Standard 102 (“FRS 102”), and with the Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” (“SORP”) issued by The Association of Investment Companies (“AIC”). The Financial Statements have been prepared on a going concern basis and further details can be found in the Directors’ report on page 44 of the full Annual Report and Financial Statements.
The preparation of the Financial Statements requires management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The most critical estimates and judgements relate to the determination of carrying value of investments at Fair Value Through Profit and Loss (“FVTPL”) in accordance with FRS 102 sections 11 and 12. The Company values investments by following the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines as updated in 2022 and further detail on the valuation techniques used are outlined below.
Company information is shown on page 4 of the full Annual Report and Financial Statements.
*2. Accounting policies*
*Fixed asset i**nvestments*
The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment policy, and information about the portfolio is provided internally on that basis to the Board.
In accordance with the requirements of FRS 102, those undertakings in which the Company holds more than 20% of the equity as part of an investment portfolio are not accounted for using the equity method. In these circumstances the investment is measured at FVTPL.
Upon initial recognition (using trade date accounting) investments, including loan stock, are classified by the Company as FVTPL and are included at their initial fair value, which is cost (excluding expenses incidental to the acquisition which are written off to the Income statement).
Subsequently, the investments are valued at ‘fair value’, which is measured as follows:
· Investments listed on recognised exchanges are valued at their bid prices at the end of the accounting period or otherwise at fair value based on published pric