Albion Enterprise VCT PLC: Annual Financial Report
*Albion Enterprise VCT PLC *
*LEI number: **213800OVSRDHRJBMO720*
As required by the Financial Conduct Authority's Disclosure Guidance and Transparency Rules 4.1 and 6.3, Albion Enterprise VCT 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 5 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/AAEV/31Mar2023.pdf.
*Investment **objective and **policy*
Albion Enterprise VCT PLC (the “Company”) is a Venture Capital Trust and the investment objective of the Company is to provide investors with a regular source of income, combined with the prospect of longer term capital growth.
*Investment policy*
The Company will invest in a broad portfolio of higher growth businesses across a variety of sectors of the UK economy including higher risk technology companies. Allocation of assets 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.
*VCT qualifying and n**on-VCT qualifying investments*
Application of the investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue and Customs (“VCT regulations”). The maximum amount invested in any one company is limited to relevant HMRC annual investment limits. It is intended that normally at least 80 per cent. of the Company's funds will be invested in VCT qualifying investments. The VCT regulations also have an impact on the type of investments and qualifying sectors in which the Company can make investment.
Funds held prior to investing in VCT qualifying assets or for liquidity purposes will be held as cash on deposit, invested in floating rate notes or similar instruments with banks or other financial institutions with high credit ratings or invested in liquid open-ended equity funds providing income and capital equity exposure (where it is considered economic to do so). Investment in such open-ended equity funds will not exceed 10 per cent. of the Company’s assets at the time of investment.
*Risk diversification and maximum exposures*
Risk is spread by investing in a number of different businesses within Venture Capital Trust qualifying industry sectors using a mixture of securities. The maximum amount which the Company will invest in a single company is 15 per cent. 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 is 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 per cent. of its adjusted share capital and reserves.
*Financial c**alendar*
4 August 2023 Record date for first interim dividendNoon on 30 August 2023
Annual General Meeting
31 August 2023 Payment date for first interim dividendDecember 2023
Announcement of Half-yearly results for the six months ending 30 September 2023
*Financial **highlights*
*2**.**81**p* Increase in total shareholder value (pence per share) for the year ended 31 March 2023^†
*2.**12**%* Shareholder return for the year ended 31 March 2023^†
*6**.**4**9**p* Tax-free dividend per share for the year ended 31 March 2023
*1**2**8**.**60**p* Net asset value per share on 31 March 2023
*1**9**7**.**47**p* Total shareholder value per share from launch to 31 March 2023^†
†These are considered Alternative Performance Measures, see notes 2 and 3 in the Strategic report below for further explanation.
*31 **March* *20**2**3* *(pence per share)* 31 March 2022 (pence per share)
Opening net asset value *1**32**.**28* 114.60
Capital return *2**.**64* 23.78
Revenue return ***.39* 0.19
Total return *3**.**03* 23.97
Dividends paid *(**6**.**4**9**)* (6.09)
Impact from share capital movements *(**0.**2**2**)* (0.2)
Net asset value *1**2**8**.**60* 132.28
*Pence per share*
*Total dividends paid **per share **to 31 March 202**3* *6**8**.**87*
Net asset value per share on 31 March 2023 128.60
*Total shareholder value **per share **to 31 March 202**3* *1**9**7**.**47*
A more detailed breakdown of the dividends paid per year can be found at www.albion.capital/funds/AAEV under the ‘Dividend History’ section.
*In addition to the **dividends* *summari**s**ed** above**, the **Board has declared a first dividend** for the year** ending 31 March **20**2**4**, of **3**.**22** pence** per Ordinary **s**hare **to be paid** on **31 August* *20**2**3** to shareholders on the register **on **4* *August **2**02**3**.*
*Chairman’s s**tatement*
During the year, the Company’s portfolio has faced a difficult macroeconomic and geopolitical backdrop, including the repercussions arising from the war in Ukraine, high inflation, rising interest rates, political instability and a sharp fall in the valuation of quoted technology companies. In spite of this, the Company has achieved an increase in total shareholder value of 2.81 pence per share for the year (2.1% on opening net asset value).
Against this backdrop, the Board continues to be encouraged by the progress being made by many of the portfolio companies, demonstrating their resilience despite challenging market conditions. Inevitably, a number of portfolio companies have fared less well. The Board recognises the importance of evaluating the returns of the Company over the longer-term because a venture capital portfolio will, by its nature, experience periods of short term volatility.
*Results and dividends *
The total return before taxation was £2.8 million compared to a return of £18.1 million for the previous year. In line with our variable dividend policy targeting around 5% of Net Asset Value (“NAV”) per annum the Company paid dividends totalling 6.49 pence per share during the year ended 31 March 2023 (2022: 6.09 pence per share), which resulted in a slight decrease in the NAV on 31 March 2023 to 128.60 pence per share (2022: 132.28 pence per share).
The Company will pay a first dividend for the financial year to 31 March 2024 of 3.22 pence per share on 31 August 2023 to shareholders on the register on 4 August 2023, being 2.5% of the latest reported NAV.
*Investment performance and progress*
The results for the year showed net gains on investment of £4.5 million, compared with net gains of £21.6 million for the previous year. Quantexa, the largest company within our portfolio (19% of net asset value), was the main contributor to the net gain increasing its value by £9.8 million following an externally led $129 million Series E fundraising which completed in April 2023. Quantexa continues to record strong revenue growth which more than offset the well-publicised reduced valuations ascribed to the technology sector. Other gains in the year, again driven by revenue growth, included unrealised gains on Convertr of £1.0 million and Solidatus of £0.8 million. These gains were partially offset by write downs in Black Swan Data which decreased by £2.1 million, Oviva by £1.4 million and uMotif by £0.9 million, as a result of difficult trading conditions.
The Company realised disposal proceeds of £1.8 million (2022: £10.2 million). The largest disposals being Zift (£0.5 million) and a part disposal of our shareholding in our quoted investment, Arecor Therapeutics PLC (£0.4 million). Three investments were written off during the year, their valuations had already been reduced substantially in previous years. Further details on the realisations during the year can be found in the realisations table on page 29 of the full Annual Report and Financial Statements.
The three largest investments in the Company’s portfolio, Quantexa, Egress Software Technologies and Proveca are valued at £43.8 million and represent 33.8% of the Company’s NAV.
The Company has been an active investor during the year, investing a total of £12.5 million, of which £7.9 million went into 13 new portfolio companies which are expected to require further investment as the companies prove themselves and grow. The following are the five largest new investments:
• £1.4 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 employment benefit for employees;
• £1.3 million into Toqio FinTech, which bridges the gap between financial services and financial outcomes by providing an orchestration platform to any business large or small which wishes to launch a financial product;
• £0.9 million into PeakData, a software platform that uses big data analytics and AI to collate data from across the web to provide insights and analytics for the world’s top pharmaceutical companies, key opinion leaders and healthcare professionals before and after the launch of new therapies;
• £0.8 million into GX Molecular (T/A CS Genetics), a developer of a wet-phase approach to single cell indexing in a single tube that enables increased scalability and high quality single cell analysis; and
• £0.6 million into OutThink, a software platform to measure and manage human risk for enterprises.
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 29 of the full Annual Report and Financial Statements.
*Risks and uncertainties*
The Company faces a number of significant risks including rising interest rates, high levels of inflation, the ongoing impact of Russia’s invasion of Ukraine, and an expected period of economic stagnation, or even recession in the UK.
Our investment portfolio, while concentrated mainly in the 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 primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. The Board’s policy is to buy back shares in the market, subject to the overall constraint that such purchases are in the Company’s interest.
It is the Board’s intention for such buy-backs to be in the region of a 5% discount to NAV, so far as market conditions and liquidity permit. Details of shares bought back 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 5 January 2023 that, following strong demand, it would opt to exercise its over-allotment facility, bringing the total to be raised to £16.5 million. The Offer was fully subscribed and closed to further applications on 17 March 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 virtually at noon on 30 August 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 welcome 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 AAEVchair@albion.capital prior to the AGM.
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 49 and 50 and in the Notice of the Meeting on pages 90 to 93 of the full Annual Report and Financial Statements.
*Outlook and prospect*
With the risks and uncertainties referred to above, the Board cannot be other than wary about what lies ahead, however, the portfolio remains well diversified, with companies at different stages of maturity and targeted at sectors such as healthcare, mission critical software and a minimal exposure to consumer expenditure. We believe that these sectors can continue to provide opportunities for resilient growth, yielding positive results for the Company and its shareholders in the longer-term.
*Maxwell Packe*
Chairman
5 July 2023
*Str**ategic report*
*I**nvestment policy*
The Company will invest in a broad portfolio of higher growth businesses across a variety of sectors of the UK economy including higher risk technology companies. Allocation of assets 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.
The full investment policy can be found above.
*Current portfolio sector allocation*
The pie charts at the end of this announcement show the split of the portfolio valuation on 31 March 2023 by: sector; 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 prominence. Software and technology is predominantly focused around areas of digital risk, data management and AI. 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 Company’s investment portfolio is well-balanced across the Healthcare, FinTech, and Software and Technology sectors. Due to the share allotments under the 2022/23 Prospectus Top Up Offer, cash and net assets is a significant proportion of the portfolio at 26%. The Manager has a deep sector knowledge in healthcare, FinTech and software investing, and these funds will be used to support the existing portfolio companies as they grow, as well as to capitalise on new investment opportunities into higher growth technology companies within these sectors.
*Results and dividend policy*
*£'000*
Net capital return for the year ended 31 March 2023 2,414
Net revenue return for the year ended 31 March 2023 352
*Total **return** for the year ended 31 March 202**3* *2**,**766*
Dividend of 3.31 pence per share paid on 31 August 2022 (2,969)
Dividend of 3.18 pence per share paid on 28 February 2023 (2,985)
Unclaimed dividends 3
*Transferred **from** reserves* *(**3**,**185)*
Net assets on 31 March 2023 129,730
*Net asset value on 31 March 202**3* *1**28**.**60* *pence per share*
The Company paid dividends totalling 6.49 pence per share during the year ended 31 March 2023 (2022: 6.09 pence per share). The Board has declared a first dividend for the year ending 31 March 2024, of 3.22 pence per Ordinary share to be paid on 31 August 2023 to shareholders on the register on 4 August 2023.
As shown in the Company’s Income statement below, the total return for the year was 3.03 pence per share (2022: 23.97 pence per share). Investment income increased to £1,206,000 (2022: £886,000), This is a result of dividend income increasing to £272,000 (2022: £nil), including a dividend declared by memsstar immediately prior to the disposal in the year, and bank interest increasing to £184,000 (2022: £3,000) due to higher interest rates. These increases were partially offset by loan stock income decreasing slightly to £750,000 (2022: £883,000). The revenue return to equity holders has subsequently increased to £352,000 (2022: £141,000).
The capital return on investments for the year was £4,535,000 (2022: £21,636,000). The net gain was due to an increase in the unrealised value of investments, with the main contributor being Quantexa. Key valuation movements during the year are outlined in the investment performance and progress section of the Chairman’s statement above.
There was a net cash inflow for the Company of £3,308,000 for the year (2022: £5,123,000), which has arisen from both the disposal of fixed asset investments and the issue of Ordinary shares under the Albion VCTs Top Up Offers, reduced by the investments made in new and existing portfolio companies, dividends paid, operating expenses and the buy-back of shares.
Trade and other payables at the year end amounted to £1,489,000 (2022: £2,704,000). This decrease was primarily due to the management performance incentive fee, which was paid in 2022 as a result of the Company’s strong return for 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 results for the year to 31 March 2023 show total shareholder value of 197.47 pence per share since launch (2022: 194.66 pence per share).
There is a continuing focus on growing the FinTech, healthcare (including digital healthcare) and other software and technology sectors. The majority of these investment returns are delivered through equity and capital gains, and will 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 financial results for the year demonstrates that the portfolio remains well balanced across sectors and risk classes, despite the impacts of the ongoing global issues caused as a result of high levels of interest rates and inflation, due in part to the Russian invasion of Ukraine, however the full effects of these issues will continue to be felt in years to come. 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 of the Company’s outlook 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 and 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.
1. Total shareholder value relative to FTSE All Share Index total returnThe 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
The chart on page 16 of the full Annual Report and Financial Statements illustrates the movement in net asset value per share plus cumulative dividends paid since launch to 31 March 2023. Total shareholder value increased by 2.1% on opening net asset value to 197.47 pence per share for the year ended 31 March 2023.
3. Movement in shareholder value in the year^†The table below shows the total shareholder value over the last 10 years, with an average return of 8.7% per annum.
*2014* *2015* *2016* *2017* *2018* *2019* *2020* *2021* *2022* *2023*
9.7% 4.5% 5.4% 10.8% 12.4% 13.1% (4.4)% 12.7% 20.7% 2.1%
^†Methodology: Calculated by the movement in total shareholder value for the year divided by the opening net asset value.
4. Dividend distributions
In line with our dividend policy targeting around 5% of Net Asset Value, dividends paid in respect of the year ended 31 March 2023 were 6.49 pence per share (2022: 6.09 pence per share). Cumulative dividends paid since inception total 68.87 pence per share.
5. Ongoing charges
The ongoing charges ratio for the year ended 31 March 2023 was 2.50% (2022: 2.50%). 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 ongoing charges cap is 2.50%, which has resulted in a saving of £24,000 to shareholders during the year (2022: £22,000).
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 46 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 its adjusted share capital and reserves for any dividends declared. Although the investment policy permits the Company to borrow, the Directors do not currently have any intention of utilising long-term gearing and have not done so in the past.
*Operational arrangements*
The Company has delegated the investment management of the portfolio to Albion Capital Group LLP, the Manager, 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 2% of the net asset value of the Company paid quarterly in arrears, along with an administration fee of 0.2% of the net asset value.
Total annual expenses, including the management fee, are limited to 2.50% of the net asset value.
In some instances, the Manager is entitled to an arrangement fee, payable by a portfolio company in which the Company invests, in the region of 2.0% of the investment made, and also monitoring fees where the Manager has a representative on the portfolio company’s board.
Further details on the management fee can be found in note 5.
*Management p**erformance** incentive** fee*
In order to align the interests of the Manager and the shareholders with regards to generating positive returns, the Company has a Management performance incentive arrangement with the Manager. Under the incentive arrangement, the Company will pay an incentive fee to the Manager of an amount equal to 20% of such excess return that is calculated for each financial year.
The performance fee 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 the higher of the average base rate of the Royal Bank of Scotland plus 2% or RPI plus 2%. The hurdle is calculated every year, based on the starting rate of 100 pence per share in 2007.
For the year ended 31 March 2023, the total return of the Company since launch (the performance incentive fee start date) amounted to 197.47 pence per share, compared to the higher hurdle of 210.17 pence per share. As a result, no performance incentive fee is payable to the Manager (2022: £1,934,000).
*Evaluation of the Manager*
The Board has evaluated the performance of the Manager based on:
• the returns generated by the Company;
• continued compliance with VCT regulation;
• the long term prospects of the current portfolio of investments;
• the management of treasury, including use of buy-backs and participation in fund raising;
• a review of the Management agreement and the services provided therein; 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 below sets out the stakeholders the Board considers most relevant, 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.
*Stakeholders* *Engagement with Stakeholders* *Decision outcomes 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 DTRs 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 (over 5 times more engagement than historical physical AGMs), and gave shareholders the opportunity to ask questions and vote during the virtual AGM last year. The virtual medium helps facilitate greater shareholder participation and to help those who are unable to attend the AGM in person.
· Shareholders are also encouraged to attend the in person annual Shareholders’ Seminar. Last year’s event took place on 23 November 2022 at the Royal College of Surgeons. The seminar included portfolio companies Speechmatics and Ophelos 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 4.9% on opening net asset value.
· During the year, the Board made the decision to participate in the Albion Prospectus Top Up Offers, 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 was used to ensure there was 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 AAEVchair@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 pages 52 to 58 of the full Annual Report and Financial Statements.
Suppliers The key suppliers with regular engagement from the Manager are:
· Corporate broker
· VCT taxation adviser
· Depositary
· Registrar
· Auditor
· Legal adviser
· 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 Board 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 section on pages 35 to 38 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 practice.
· 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 UN Principles for Responsible Investment (“UN PRI”). Further details of this are set out in the ESG report pages 35 to 38 of the full Annual Report and Financial Statements. 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 Companies Act 2006 (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.
*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.
· Diversity.
and these are set out in the Directors’ report on pages 47 and 48 of the full Annual Report and Financial Statements.
*General Data Protection Regulation *
The General Data Protection Regulation 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.
*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, whilst the pandemic has continued to impact on mobility, public health and have an adverse influence on the economy. The full impact 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:
*Risk* *Possible consequence* *Risk assessment during the year* *Risk management*
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.
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 over many years of making successful investments in this segment of the market. In addition, the Manager operates a formal and 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 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.VCT approval 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.
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 advisers 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.
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.
Cyber and data security risk 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 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.
Economic, political and social 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.55 companies which are diversified as discussed above. Exposure is relatively small to at-risk sectors that include leisure, hospitality, retail and travel.
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. Full details of the specific procedures and risk mitigation can be found in the ESG report on pages 35 to 38 of the full Annual Report and Financial Statements. These procedures ensure that this increased 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 objective is increasing the use of electronic communications with Shareholders.
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 principle 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 future 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 emerging and principal 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 high 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 portfolio 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.
For and on behalf of the Board
*Maxwell Packe*
Chairman
5 July 2023
*Responsibility Statement *
In preparing these financial statements for the year ended 31 March 2023, the Directors of the Company, being Maxwell Packe, Christopher Burrows, Philippa Latham, Patrick Reeve, and Rhodri Whitlock confirm that 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 financial 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 51 of the full Annual Report and Financial Statements.
On behalf of the Board,
*Maxwell Packe*
Chairman
5 July 2023
*I**ncome** statement*
*Year ended*
*31 March 2023* Year ended
31 March 2022 *Revenue* *Capital* *Total* Revenue Capital Total *Note* *£’000* *£’000* *£’000* £’000 £’000 £’000
Gains on investments 3 *-* *4,535* *4,535* - 21,636 21,636
Investment income 4 *1,206* *-* *1,206* 886 - 886
Investment Manager’s fees 5 *(236)* *(2,121)* *(2,357)* (196) (3,696) (3,892)
Other expenses 6 *(618)* *-* *(618)* (549) - (549)*Profit on ordinary activities before taxation* *352* *2,414* *2,766* 141 17,940 18,081
Tax on ordinary activities 8 *-* *-* *-* - - -*Profit and total comprehensive income attributable to shareholders* *352* *2,414* *2,766* 141 17,940 18,081*Basic and diluted return per share (pence)** 10 *0.39* *2.64* *3.03* 0.19 23.78 23.97
* adjusted for treasury shares
The accompanying notes below 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 under guidance published by The Association of Investment Companies.
*B**alance sheet*
*Note* *31 March*
*2023*
*£’000* 31 March
2022
£’000
*Fixed asset investments* 11 *95,798* 80,842*Current assets*
Trade and other receivables 13 *2,561* 10,725
Cash in bank and at hand *32,860* 29,552 *35,421* 40,277 *Payables: amounts falling due within one year*
Trade and other payables less than one year 14 *(1,489)* (2,704)
*Net current assets* *33,932* 37,573
*Total assets less current liabilities* *129,730* 118,415
*Equity attributable to equity holders*
Called-up share capital 15 *1,154* 1,017
Share premium *25,520* 8,278
Unrealised capital reserve *41,735* 32,790
Realised capital reserve *10,885* 17,416
Other distributable reserve *50,436* 58,914
*Total equity shareholders’ funds* *129,730* 118,415
*Basic and diluted net asset value per share (pence)** 16 *128.60* 132.28
* excluding treasury shares
The accompanying notes below form an integral part of these Financial Statements.
These Financial Statements were approved by the Board of Directors and authorised for issue on 5 July 2023 and were signed on its behalf by
*Maxwell Packe*
Chairman
Company number: 05990732
*Statement of changes in equity*
*Called-up*
*share*
*capital*
*£’000* *Share*
*premium*
*£’000*
*Capital redemption reserve*
*£’000* *Unrealised*
*capital*
*reserve *
*£’000* *Realised*
*capital*
*reserve**
*£’000* *Other distributable*
*reserve**
*£’000* *Total*
*£’000*
*On 1 April 2022* *1,017* *8,278* *-* *32,790* *17,416* *58,914* *118,415*
Profit/(loss) and total comprehensive income for the year *-* *-* *-* *4,805* *(2,391)* *352* *2,766*
Transfer of previously unrealised losses on disposal of investments *-* *-* *-* *4,140* *(4,140)* *-* *-*
Issue of equity *137* *17,680* *-* *-* *-* *-* *17,817*
Cost of issue of equity *-* *(438)* *-* *-* *-* *-* *(438)*
Purchase of own shares for treasury *-* *-* *-* *-* *-* *(2,879)* *(2,879)*
Dividends paid *-* *-* *-* *-* *-* *(5,951)* *(5,951)*
*On 31 March 2023* *1,154* *25,520* *-* *41,735* *10,885* *50,436* *129,730*
On 1 April 2021 852 53,258 104 17,538 14,728 (1,082) 85,398
Profit and total comprehensive income for the year - - - 17,239 701 141 18,081
Transfer of previously unrealised gains on disposal of investments - - - (1,987) 1,987 - -
Issue of equity 165 21,638 - - - - 21,803
Cost of issue of equity - (544) - - - - (544)
Reduction of share premium and capital redemption reserve - (66,074) (104) - - 66,178 -
Purchase of own shares for treasury - - - - - (1,795) (1,795)
Dividends paid - - - - - (4,528) (4,528)
On 31 March 2022 1,017 8,278 - 32,790 17,416 58,914 118,415
* Included within these reserves is an amount of £22,964,000 (2022: £37,334,000) which is considered distributable. Over the next four years an additional £35,819,000 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, £13,928,000 became distributable in line with this.
The accompanying notes below form an integral part of these Financial Statements.
The nature of each reserve is described in note 2 below.
*S**tatement** of cash flows*
*Year ended*
*31 March 2023*
*£’000* Year ended
31 March 2022
£’000
*Cash flow from operating activities*
Investment income received *641* 826
Dividend income received *152* -
Income from fixed term funds *102* 1
Bank deposit interest *82* 2
Investment Manager’s fees paid *(4,233)* (2,084)
Other cash payments *(626)* (503)
*Net cash flow used in operating activities* *(3,882)* (1,758)
*Cash flow from investing activities**
Purchase of fixed asset investments *(12,455)* (8,519)
Proceeds from disposals of fixed asset investments *2,088* 9,379
*Net cash flow (used in)/investing activities* *(10,367)* 860
*Cash flow from financing activities*
Issue of share capital *24,753* 12,230
Cost of issue of equity** *(53)* (19)
Dividends paid*** *(4,945)* (3,806)
Purchase of own shares (including costs) *(2,198)* (2,384)
*Net cash flow from financing activities* *17,557* 6,021
*Increase in cash in bank and at hand* *3,308* 5,123
Cash in bank and at hand at start of the year *29,552* 24,429
*Cash in bank and at hand at end of the year* *32,860* 29,552
* Purchases and disposals detailed above do not agree to note 11 due to restructuring of investments, conversion of convertible loan stock and settlement of receivables and payables.
** The cost of issue of equity does not agree to the Statement of changes in equity due to prospectus fundraising amounts being received net of fees.
*** The equity dividends paid shown in the cash flow are different to the dividends disclosed in the Statement of changes in equity and note 9 as a result of the non-cash effect of the Dividend Reinvestment Scheme and unclaimed dividends.
The accompanying notes below form an integral part of these Financial Statements.
*Notes to the **Financial Statements*
*1. Accounting convention*
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 45 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 in note 2 below.
Company information is shown on page 4 of the full Annual Report and Financial Statements.
*2. Accounting policies*
*Fixed* *asset investments*
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 designated b