Half-year Report

British Smaller Companies VCT2 Plc
12 September 2024
 

British Smaller Companies VCT2 plc

Unaudited Interim Results and Interim Management Report

for the six months ended 30 June 2024

British Smaller Companies VCT2 plc (the "Company") today announces its unaudited interim results for the six months ended 30 June 2024.

HIGHLIGHTS

·    As announced on 20 August 2024, Net Asset Value at 30 June 2024 of 57.50p per share (31 December 2023: 59.30p) following payment of 1.50p dividend during the period

·      Total Return decreased by 0.30p to 145.25p per share

·      Fully subscribed offer raised net proceeds of £33.5 million

·    The Board has declared a second interim dividend of 1.50p per share in respect of the year ending 31 December 2024, which will bring total dividends paid in the current financial year to 3.0p per share, which equates to 5.1 per cent of the opening net asset value per share

·      Three new investments and five follow-on investments totalling £7.3 million completed during the period. Subsequent to the period-end, four follow-on investments totalling £5.9 million completed, bringing the total invested this year to £13.2 million

·      Realisations generated total proceeds of £6.9 million in the period, a gain of £0.5 million over the opening carrying value and £6.0 million over cost

Chairman's Statement

I am pleased to present the interim results of British Smaller Companies VCT2 plc (the "Company") for the six months to 30 June 2024.

The first six months of the year has been a period of changeable conditions for the UK economy, with promising indicators, such as lowering rates of inflation and interest rates reaching their peak, tempered by slow rates of growth and political uncertainty in the lead up to July's general election.

This has been mirrored in the Company's performance, with promising progress in many portfolio companies balanced against certain company-specific circumstances that have constrained the portfolio's aggregate performance.

This has resulted in the Company's Total Return falling by 0.3 pence in the period, a 0.5 per cent decrease on opening net asset value per share; in contrast the FTSE Small Cap rose by 4.7 per cent over the same period. The Company's net asset value per share now stands at 57.50 pence.

Portfolio Performance

The period has seen ongoing positive performance from a number of portfolio companies, with many showing strong potential.  Of the 26 companies valued on a revenue basis, all but five have grown sales in the last year and 14 have delivered growth of over 30 per cent.  While the focus of recent periods has been on capital efficiency, we are seeing opportunities to help our fastest growing businesses to accelerate their progress by providing material further funding.  This was seen in the period, with an aggregate £2.7 million invested into five portfolio companies in the period, and a further £5.9 million invested into four more businesses since 30 June. 

The 14 companies that delivered growth of over 30 per cent produced aggregate revaluation gains of £4.8 million in the first half of the year.

This has been balanced by aggregate downward revaluations of £5.5 million in the period across four portfolio companies (Matillion, Wooshii, Outpost and Relative Insight), movements which reflect the disciplined approach the Company takes with valuations.  The Company's Manager is working closely with these businesses to address their market-specific challenges.

New Investments

The Company completed three new investments during the first half of the year, with investments into Fuuse (£2.0 million), a provider of Electric Vehicle charge point software; Spotless Water (£1.5 million), a provider of self-service ultra-pure water dispensing stations; and Ohalo (£1.1 million), a data governance software platform.

Realisations in the period

Realisations of portfolio investments generated total proceeds of £6.9 million in the period.

KeTech, a provider of communications systems, was split into its two component parts (Rail and Defence) in 2023 to maximise shareholder value.  The Defence business was subsequently sold in January 2024, generating proceeds of £1.5 million.  To date, the Company has realised proceeds of £4.1 million from its KeTech investment, a 2.0x return on cost, while still retaining its investment in the Rail business, which at the period-end was valued at £1.1 million.

In January 2024 the Company realised part of its investment in Arcus, generating proceeds of £0.2 million, while still retaining its investment in the remaining restructured business which at the period-end was valued at £0.7 million. This combined £0.8 million of value to date equates to 0.4x cost.

In February 2024, the Company sold its investment in Displayplan for £4.8 million.  Total proceeds received over the life of the investment are £6.7 million, an excellent 9.6x return on the Company's cost. There is the potential for further deferred proceeds in due course with £0.4 million of deferred proceeds recognised at the period-end.

Financial Results

The movement in net asset value ("NAV") per ordinary share and the dividends paid are set out in the table below. 


Pence per

ordinary share

£000

NAV at 31 December 2023


59.30


135,616

Net fall from investment portfolio

(0.20)


(645)


Net operating income

0.10


172


Total Return in period


(0.10)


(473)

Issue/buy-back of new shares*


(0.20)


32,021

NAV before the payment of dividends


59.00

 

167,164

Dividends paid


(1.50)


(4,270)

NAV at 30 June 2024


57.50

 

162,894

Cumulative dividends paid


87.75



Total Return:                            At 30 June 2024


145.25



                At 31 December 2023


145.55



* the first allotment on 30 January 2024 from the 2023/24 fundraising reduces Total Return per ordinary share as the allotment was priced at the 30 September 2023 NAV, being the latest published NAV at the allotment date.

Dividends

An interim dividend of 1.5 pence per ordinary share for the year ending 31 December 2024 was paid on 28 June 2024, bringing the cumulative dividends paid to date to 87.75 pence per ordinary share. 

The Board has proposed a second interim dividend of 1.5 pence per ordinary share for the year ending 31 December 2024 which, when combined with the above dividend, will bring total dividends paid in the current financial year to 3.0 pence per ordinary share (2023: 5.25 pence per ordinary share). The dividend will be paid on 1 November 2024 to shareholders on the register on 4 October 2024. 

Shareholder Relations

The shareholder workshop held on 20 June 2024 was very well attended. Attendees heard from Steve Frost, CEO of Workbuzz, and Scott Morris, Managing Director of Displayplan. 

Documents such as the annual report are now received electronically by 84 per cent of shareholders, rather than by post, which helps to meet the Board's impact objectives and reduces printing costs. The Board continues to encourage all shareholders to take up this option.

The Company's website is refreshed on a regular basis and provides a comprehensive level of information in what I hope is a user-friendly format.

Board Changes

On 13 June 2024, Peter Waller retired as Chair and stood down from the Board.  The Board and the Manager thank Peter for all of his efforts and valuable contributions over the course of his tenure.

Also on 13 June 2024, Arif Ahmed joined the Board.  Arif is a serial entrepreneur and private equity investor with particular expertise in healthcare and technology.

Fundraising

In the period the Company allotted shares from its fully subscribed 2023/24 share offer across two allotments, on 30 January and 3 April 2024.  Gross proceeds of £34.5 million were raised by the Company, resulting in the allotment of 57,199,459 ordinary shares.

On 20 August 2024, the Company announced its intention to launch a new joint offer for subscription for the tax year 2024/25 later this year, alongside British Smaller Companies VCT plc (together the "Companies"). As announced on 10 September 2024, the current intention is for the Companies, in aggregate, to raise up to £50 million, with over-allotment facilities of up to a further £25 million in aggregate, before issue costs. Any election to make use of their over-allotment facility will be subject to the decision of the individual boards of the Companies at the relevant time.

A prospectus with full details of the proposed Offer is expected to be published in mid-October, with applications expected to open one week following publication. Once published, the prospectus will be available from the Companies' website, www.bscfunds.com.

Outlook

The UK's economy is showing signs of promise, with CPI inflation at the Bank of England's target of 2.0 per cent and August bringing a reduction in interest rates from their 16-year high. There is also the expectation of greater political stability following July's general election and a growth-focused government agenda.  However, globally uncertainty remains, with some market turbulence driven by concerns over the US economy, as well as the outcome of the US election in November.

In this environment, the Company continues to proceed cautiously, helping the portfolio's most promising and fastest growing assets to accelerate their growth; as well as supporting those companies currently working through challenges.

There continues to be a promising pipeline of new opportunities and it is expected that further new investments will be added to the portfolio in the coming months.

I thank shareholders for their continued support.

Barbara Anderson

Chair

Objectives and Strategy

The Company's objective is to maximise Total Return and provide investors with a long-term tax free dividend yield whilst maintaining the Company's status as a venture capital trust.

Investment Strategy

The Company seeks to build a broad portfolio of investments in early-stage companies focused on growth, with the aim of spreading the maturity profiles and maximising return, as well as ensuring compliance with VCT Regulations.

The Company predominantly invests in unquoted smaller companies and expects that this will continue to make up the significant majority of the portfolio. It will also retain holdings in cash or near-cash investments to provide a reserve of liquidity which will maximise the Company's flexibility as to the timing of investment acquisitions and disposals, dividend payments and share buy-backs.

Unquoted investments are structured using various investment instruments, including ordinary shares, preference shares, convertible securities and very occasionally loan stock, to achieve an appropriate balance of income and capital growth, having regard to the VCT Regulations. The portfolio is diversified by investing in a broad range of industry sectors. The normal investment period into the portfolio companies is expected to be typically between the range of five to seven years.

Investment policy

The investment policy of the Company is to invest in UK businesses across a broad range of sectors that blends a mix of businesses operating in established and emerging industries that offer opportunities in the application and development of innovation in their products and services.

These investments will all meet the definition of a Qualifying Investment and be primarily in unquoted UK companies. It is anticipated that the majority of these will be re-investing their profits for growth and the investments will comprise mainly equity instruments.

The Company seeks to build a broad portfolio of investments in early-stage companies focused on growth with the aim of spreading the maturity profiles and maximising return as well as ensuring compliance with the VCT guidelines.

Investment Review

At 30 June 2024 the Company's portfolio was valued at £96.2 million.  The top ten investments represent 36.7 per cent of the net asset value with the largest representing 12.5 per cent of the net asset value.

The movements in the investment portfolio are set out below:

Table A

Investment Portfolio


Portfolio

£million

Opening fair value at 1 January 2024

96.4

Additions

7.3

Disposal proceeds excluding deferred consideration

(6.8)

Net revaluation arising from the investment portfolio

(0.7)

Closing fair value at 30 June 2024

96.2

 

The Company's portfolio value decreased by £0.7 million in the period, of which £1.1 million arose from the residual portfolio, offset by a gain of £0.4 million from realisations.

There were upward revaluations from Unbiased, Teraview, Vypr, Arcus Global and ACC Aviation, offset by decreases from Matillion, Wooshii, Outpost and Relative Insight.

Realisation of Investments

During the six months to 30 June 2024, the company generated £6.9 million from disposals, including deferred consideration, a gain of £0.5 million over the opening carrying value and a gain of £6.0 million on cost. Further details are given on page 3 of the interim report and in note 6.

Investments

During the six months ended 30 June 2024, the Company completed eight investments, totalling £7.3 million. This comprised three new investments, totalling £4.6 million, and five follow-on investments, totalling £2.7 million. The breakdown of these investments, and those completed after the period end, is shown below:




Investments made £million


Company

Description

New

Follow-on

Total

Fuuse

Electric vehicle charge point management system

2.0

-

2.0

Spotless Water

Ultra-pure water distribution network

1.5

-

1.5

Ohalo

Unstructured data governance platform

1.1

-

1.1

Plandek

Software development analytics platform

-

1.0

1.0

Outpost

Visual effects for film and TV

-

0.8

0.8

Summize

Digital contracting software

-

0.5

0.5

Relative Insight

AI-based text data analytics platform

-

0.3

0.3

SharpCloud

B2B

-

0.1

0.1

Invested in the period

 

4.6

2.7

7.3

Xapien

Automated research on individuals and companies

-

2.9

2.9

Quality Clouds

B2B software

-

1.3

1.3

AutomatePro

Automated software testing

-

1.2

1.2

SharpCloud

B2B

-

0.5

0.5

Invested in the year to date

 

4.6

8.6

13.2

 

Cash Deposits and other Liquid Funds

The Company is taking an active approach to cash management, while ensuring its primary aim of capital preservation is met.  A portion of the Company's liquid assets are held across a diversified range of Triple-A rated money market funds, managed by global institutions, while the balance is held as readily accessible cash, all of which is held at Tier 1 Financial Institutions (A2 rated or above). £1.4 million of income was earned from money market funds and bank deposits during the period. At 30 June 2024, the Company was achieving a weighted average return on liquid assets of 4.7 per cent.

Portfolio

The top 10 investments had a combined value of £59.7 million, 62.1 per cent of the total portfolio.

Name of Company

Sector

First

investment

Amount invested

£000

Value at

30 June 2024

£000

Recognised income/ proceeds

to date

£000

Return

to date*

£000

Matillion Limited

Data

Nov 16

1,778

20,337

5,946

26,283

Unbiased EC1 Limited

Tech-enabled Services

Dec 19

3,731

9,260

-

9,260

Outpost VFX Limited

New Media

Feb 21

3,833

5,671

40

5,711

Elucidat Ltd

Application Software

May 19

2,840

4,070

281

4,351

Vypr Validation Technologies Limited

Tech-enabled Services

Jan 21

2,200

3,963

-

3,963

Force24 Ltd

Application Software

Nov 20

2,600

3,854

42

3,896

SharpCloud Software Limited

Data

Oct 19

2,385

3,711

-

3,711

ACC Aviation Group Limited

Business Services

Nov 14

1,379

3,547

3,525

7,072

Plandek Limited

Cloud & DevOps

Oct 22

2,360

2,696

-

2,696

Quality Clouds Limited

Data

May 22

2,610

2,619

-

2,619

Summize Limited

Application Software

Oct 22

1,700

2,493

-

2,493

DrDoctor (via ICNH Ltd)

Application Software

Feb 23

2,377

2,377

-

2,377

Workbuzz Analytics Ltd

Application Software

Jun 23

1,718

2,372

-

2,372

Traveltek Group Holdings Limited

Application Software

Oct 16

1,163

2,598

675

3,273

AutomatePro Limited

Cloud & DevOps

Dec 22

1,483

2,344

-

2,344

Tonkotsu Limited

Retail & Brands

Jun 19

1,592

2,227

-

2,227

Fuuse Ltd

Application Software

May 24

2,000

2,000

-

2,000

GEEIQ (via Checkpoint GG Limited) Data

Data

Sep 23

1,572

2,000

-

2,000

Wooshii Limited

New Media

May 19

3,096

1,797

487

2,284

Vuealta Holdings Limited

Tech-enabled Services

Sep 21

2,386

1,702

3,088

4,790

Spotless Water Limited

Business Services

Jun 24

1,456

1,456

-

1,456

Xapien (via Digital Insight Technologies Ltd

Application Software

Mar 23

1,160

1,412

-

1,412

Frescobol Carioca Ltd

Retail & Brands

Mar 19

1,200

1,376

-

1,376

Biorelate Limited

Application Software

Nov 22

1,040

1,138

-

1,138

Ohalo Limited

Data

Jun 24

1,110

1,110

-

1,110

KeTech Technology Holdings Limited

Tech-enabled Services

Nov 15

2,000

1,110

4,059

5,169

Teraview Limited

Advanced Manufacturing

Dec 11

377

1,100

-

1,100

Panintelligence (via Paninsight Limited)

Data

Nov 19

1,000

1,044

-

1,044

Relative Insight Limited

Tech-enabled Services

Mar 22

2,800

992

-

992

£0.75 million and below



13,465

3,802

4,792

8,594

Total investments

 

 

70,411

96,178

22,935

119,113

Full disposals to date



50,285

-

86,924

86,924

Total portfolio

 

 

120,696

96,178

109,859

206,037

* Represents recognised income and proceeds received to date plus the unrealised valuation at 30 June 2024

THE PORTFOLIO AT A GLANCE

The charts on page 13 of the interim report illustrate the broad range of the investment portfolio.

Principal Risks and Uncertainties

In accordance with DTR 4.2.7, the Board confirms that the principal risks and uncertainties facing the Company have not materially changed from those identified in the Annual Report and Accounts for the year ended 31 December 2023. The Board acknowledges that there is regulatory risk and continues to manage the Company's affairs in such a manner as to comply with section 274 of the Income Tax Act 2007.

In summary, the principal risks are:

>             VCTQualifying Status;

>             Economic;

>             Investment Performance;

>             Strategy;

>             Legislative & Regulatory;

>             Operational;

>             Cyber Security and Information Technology; and

>             Liquidity.

Full details of the principal risks can be found in the financial statements for the year ended 31 December 2023 on pages 32 to 34, a copy of which is available at www.bscfunds.com.

Directors' Responsibilities Statement

The directors of British Smaller Companies VCT2 plc confirm that, to the best of their knowledge, the condensed set of financial statements in this interim report have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the UK, and give a true and fair view of the assets, liabilities, financial position and profit and loss of British Smaller Companies VCT2 plc, and that the interim management report includes a true and fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.

The directors of British Smaller Companies VCT2 plc are listed in note 11 of these interim financial statements.

By order of the Board

Barbara Anderson

Chair


Unaudited Statement of Comprehensive Income

for the six months ended 30 June 2024

 


Notes

Unaudited 6 months ended

30 June 2024

Unaudited 6 months ended

30 June 2023

Revenue

£000

Capital

£000

Total

£000

Revenue

£000

Capital

£000

(Loss) gain on investments held at fair value

6

-

(1,104)

(1,104)

-

2,108

2,108

Gain (loss) on disposal of investments

6

-

459

459

-

(73)

(73)

Income

2

1,701

-

1,701

720

-

720

Total income


1,701

(645)

1,056

720

2,035

2,755

Administrative expenses:


 

 

 




Manager's fee

 

(296)

(890)

(1,186)

(250)

(751)

(1,001)

Incentive fee

 

-

-

-

-

(1,180)

(1,180)

Other expenses

 

(343)

-

(343)

(321)

-

(321)

 

 

(639)

(890)

(1,529)

(571)

(1,931)

(2,502)

Profit (loss) before taxation


1,062

(1,535)

(473)

149

104

253

Taxation

3

-

-

-

-

-

-

Profit (loss) for the period


1,062

(1,535)

(473)

149

104

253

Total comprehensive income (expense) for the period


1,062

(1,535)

(473)

149

104

253



 

 

 




Basic and diluted earnings (loss) per ordinary share

5

0.40p

(0.58p)

(0.18p)

0.07p

0.05p

0.12p

 

The Total column of this statement represents the Company's Unaudited Statement of Comprehensive Income, prepared in accordance with UK adopted international accounting standards. The supplementary Revenue and Capital columns are prepared under the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (issued in July 2022 - "SORP") published by the Association of Investment Companies.


Unaudited Balance Sheet

as at 30 June 2024

 


Notes

Unaudited

30 June

2024

£000

Unaudited

30 June

2023

£000

Audited

31 December

2023

£000

ASSETS

 

 

 

 

Non-current assets at fair value through profit or loss





Investments

6

97,716

89,174

97,702

Listed investment funds


-

1,746

-

Financial assets at fair value through profit or loss

6

97,716

90,920

97,702

Accrued income and other assets


-

1,403

210



97,716

92,323

97,912

Current assets


 



Accrued income and other assets


936

148

475

Current asset investments


38,000

21,750

23,500

Cash and cash equivalents


26,440

20,134

15,571



65,376

42,032

39,546

LIABILITIES


 



Current liabilities


 



Trade and other payables


(198)

(148)

(1,842)

Provisions for liabilities and charges

7

-

(1,180)

-

Net current assets


65,178

40,704

37,704

Net assets


162,894

133,027

135,616



 



Shareholders' equity


 



Share capital


30,855

24,903

25,014

Share premium account


53,681

24,899

25,386

Capital redemption reserve


88

88

88

Other reserve


2

2

2

Merger reserve


217

5,525

5,525

Capital reserve


42,035

41,959

37,458

Investment holding gains and losses reserve


33,639

34,446

40,245

Revenue reserve


2,377

1,205

1,898

Total shareholders' equity


162,894

133,027

135,616

Net asset value per ordinary share

8

57.50p

57.95p

59.30p

 

Signed on behalf of the Board

Barbara Anderson

Chair


Unaudited Statement of Changes in Equity

for the six months ended 30 June 2024

 


Share

capital

£000

Share

premium

account

£000

Other reserves*

£000

Capital

reserve

£000

Investment

holding

gains and

losses

reserve

£000

Revenue

reserve

£000

Total

equity

£000

At 31 December 2022

20,014

858

5,615

52,263

31,762

1,357

111,869

Revenue return for the period

-

-

-

-

-

149

149

Expenses charged to capital

-

-

-

(1,931)

-

-

(1,931)

Investment holding gain on investments held at fair value

-

-

-

-

2,108

-

2,108

Realisation of investments in the period

-

-

-

(73)

-

-

(73)

Total comprehensive (expense) income for the period

-

-

-

(2,004)

2,108

149

253

Issue of share capital

4,636

24,077

-

 

 

 

28,713

Issue of shares - DRIS

253

1,201

-

-

-

-

1,454

Issue costs

-

(1,237)

-

-

-

-

(1,237)

Purchase of own shares

-

-

-

(497)

-

-

(497)

Dividends

-

-

-

(7,227)

-

(301)

(7,528)

Total transactions with owners

4,889

24,041

-

(7,724)

-

(301)

20,905

Realisation of prior year investment holding losses

-

-

-

(576)

576

-

-

At 30 June 2023

24,903

24,899

5,615

41,959

34,446

1,205

133,027

Revenue return for the period

-

-

-

-

-

693

693

Expenses charged to capital

-

-

-

(1,281)

-

-

(1,281)

Investment holding gain on investments held at fair value

-

-

-

-

5,935

-

5,935

Realisation of investments in the period

-

-

-

1,091

-

-

1,091

Total comprehensive (expense) income for the period

-

-

-

(190)

5,935

693

6,438

Issue of shares - DRIS

111

519

-

-

-

-

630

Issue costs

-

(32)

-

-

-

-

(32)

Purchase of own shares

-

-

-

(1,019)

-

-

(1,019)

Dividends

-

-

-

(3,428)

-

-

(3,428)

Total transactions with owners

111

487

-

(4,447)

-

-

(3,849)

Realisation of prior year investment holding gains

-

-

-

136

(136)

-

-

At 31 December 2023

25,014

25,386

5,615

37,458

40,245

1,898

135,616

Revenue return for the period

-

-

-

-

-

1,062

1,062

Expenses charged to capital

-

-

-

(890)

-

-

(890)

Investment holding loss on investments held at fair value

-

-

-

-

(1,104)

-

(1,104)

Realisation of investments in the period

-

-

-

459

-

-

459

Total comprehensive (expense) income for the period

-

-

-

(431)

(1,104)

1,062

(473)

Issue of share capital

5,720

28,814

-

 

 

 

34,534

Issue of shares - DRIS

121

577

-

-

-

-

698

Issue costs

-

(1,096)

-

-

-

-

(1,096)

Purchase of own shares

-

-

-

(2,115)

-

-

(2,115)

Dividends

-

-

-

(3,687)

-

(583)

(4,270)

Total transactions with owners

5,841

28,295

-

(5,802)

-

(583)

27,751

Transfer between reserves

-

-

(5,308)

5,308

-

-

-

Realisation of prior year investment holding gains

-

-

-

5,502

(5,502)

-

-

At 30 June 2024

30,855

53,681

307

42,035

33,639

2,377

162,894

 

* Other reserves includes the capital redemption reserve, the merger reserve and the other reserve, which are non-distributable.

Reserves available for distribution

Under the Companies Act 2006, the capital reserve and the revenue reserve are distributable reserves.  The table below shows amounts that are available for distribution.


Capital

reserve

£000

Revenue

reserve

£000

Total

 £000

Distributable reserves as above

42,035

2,377

44,412

Cancelled share premium not yet distributable

(27,580)

-

(27,580)

Income/proceeds not yet distributable

(589)

(1,578)

(2,167)

Reserves available for distribution*

13,866

799

14,665

 

*subject to filing these interim financial statements at Companies House.

The capital reserve and the revenue reserve are both distributable reserves.  These reserves total £44,412,000, representing an increase of £5,056,000 in the period since 31 December 2023.  The directors also consider the level of the investment holding gains and losses reserve and the future requirements of the Company when determining the level of dividend payments.

Of the potentially distributable reserves of £44,412,000 shown above, £2,167,000 relates to income/proceeds not yet receivable.

Total share premium cancelled is available for distribution from the following dates:


£000

1 January 2025

7,387

1 January 2026

20,193

Cancelled share premium account not yet distributable

27,580

 

Unaudited Statement of Cash Flows

for the six months ended 30 June 2024

 


Notes

Unaudited

6 months

ended

30 June

2024

£000

Unaudited

6 months

ended

30 June

 2023

£000

Audited

year

ended

31 December

2023

£000

(Loss) profit before taxation


(473)

253

6,691

Increase in provisions for liabilities and charges


-

1,080

-

(Decrease) increase in trade and other payables


(1,644)

(573)

1,021

Increase in accrued income and other assets


(178)

(118)

(472)

(Gain) loss on disposal of investments


(459)

73

(1,018)

Losses (gains) on investments held at fair value


1,104

(2,108)

(8,043)

Net cash outflow from operating activities


(1,650)

(1,393)

(1,821)



 



Cash flows from (used in) investing activities


 



Cash maturing from fixed term deposits


-

1,988

1,988

Purchase of financial assets at fair value through profit or loss

6

(7,257)

(7,817)

(10,696)

Proceeds from sale of financial assets at fair value through profit or loss

6

6,482

1,715

6,031

Deferred consideration

6

43

-

27

Net cash outflow from investing activities


(732)

(4,114)

(2,650)



 



Cash flows from (used in) financing activities


 



Issue of ordinary shares


34,534

28,713

28,713

Costs of ordinary share issues**


(1,096)

(1,237)

(1,268)

Purchase of own shares


(2,115)

(497)

(1,516)

Dividends paid

4

(3,572)

(6,074)

(8,873)

Net cash inflow from financing activities


27,751

20,905

17,056



 



Net increase in cash and cash equivalents


25,369

15,398

12,585

Cash and cash equivalents at the beginning of the period


39,071

26,486

26,486

Cash and cash equivalents at the

end of the period


64,440

41,884

39,071



 



Cash and cash equivalents comprise


 



Money market funds


38,000

21,750

23,500

Cash at bank


26,440

20,134

15,571

Cash and cash equivalents at the end of the period


64,440

41,884

39,071

 

* includes net income from:

Dividends


-

139

341

Interest


1,448

418

2,899

 

** Issue costs include both fundraising costs and expenses incurred from the Company's DRIS.


Explanatory Notes to the Unaudited Condensed Financial Statements

1              General Information, Basis of Preparation and Principal Accounting Policies

These half year statements have been approved by the directors whose names appear at note 11, each of whom has confirmed that to the best of their knowledge:

>             the interim management report includes a fair review of the information required by rules 4.2.7 and 4.2.8 of the Disclosure Rules and the Transparency Rules; and

>             the half year statements have been prepared in accordance with IAS 34 'Interim financial reporting' and the Disclosure and Transparency Rules of the Financial Conduct Authority.

The half year statements are unaudited and have not been reviewed by the auditors pursuant to the International Standard on Review Engagements (UK and Ireland) 2410 guidance on Review of Interim Financial Information performed by the independent Auditor of the entity. They do not constitute full financial statements as defined in section 435 of the Companies Act 2006. The comparative figures for the year ended 31 December 2023 do not constitute full financial statements and have been extracted from the Company's financial statements for the year ended 31 December 2023. Those accounts were reported upon without qualification by the auditors and have been delivered to the Registrar of Companies.

The accounting policies and methods of computation followed in the half year statements are the same as those adopted in the preparation of the audited financial statements for the year ended 31 December 2023. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2023 annual report.

The accounts have been prepared on a going concern basis as set out below and in accordance with UK adopted international accounting standards.

The accounts have been prepared under the historical cost basis as modified by the measurement of investments at fair value through profit or loss.

The accounts have been prepared in compliance with the recommendations set out in the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued by the Association of Investment Companies (issued in July 2022 - "SORP") to the extent that they do not conflict with UK adopted international accounting standards.

The financial statements are prepared in accordance with UK adopted international accounting standards (International Financial Reporting Standards ("IFRS") and International Accounting Standards ("IAS")) and interpretations in force at the reporting date. The Company has performed a review of its existing accounting policies and updated where relevant. Other new standards coming into force during the year and future standards that come into effect after the year-end have not had a material impact on these financial statements.

The Company has carried out an assessment of accounting standards, amendments and interpretations that have been issued by the IASB and that are effective for the current reporting period. The Company has determined that the transitional effects of the standards do not have a material impact.

The financial statements are presented in sterling and all values are rounded to the nearest thousand (£000), except where stated.

Going Concern: The directors have carefully considered the issue of going concern and are satisfied that the Company has sufficient resources to meet its obligations as they fall due for a period of at least twelve months from the date these half year statements were approved. As at 30 June 2024 the Company held cash balances and money market funds with a combined value of £64,440,000. Cash flow projections show the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of share buy-backs and the dividend policy.  In the year ended 31 December 2023 the Company's costs and discretionary expenditures were:


£'000

Administrative expenses (before incentive fee)

2,816

Share buybacks

1,516

Dividends (before DRIS)

10,956

Total

15,288

 

The directors therefore believe that it is appropriate to continue to apply the going concern basis of accounting in preparing these half year statements.

2                Income

 


Unaudited

6 months

ended 30

June

2024

£000

Unaudited

6 months

ended 30

June

2023

£000

Income from investments



- Interest on loans to unquoted companies

71

71

- Dividends from unquoted companies

213

153

Income from unquoted portfolio

284

224

Income from listed investment funds

-

29

Income from investments held at fair value through profit or loss

284

253

Interest on bank deposits/money market funds

1,417

467


1,701

720

 

3                Taxation                        

 


Unaudited 6 months ended

30 June 2024

Unaudited 6 months ended

30 June 2023

Revenue

Capital

Total

Revenue

Capital

Total

£000

£000

£000

£000

£000

£000

Profit (loss) before taxation

1,062

(1,535)

(473)

149

104

253

Profit (loss) before taxation multiplied by the standard small company rate of corporation tax in UK of 19.0% (2023: 19.0%)

202

(292)

(90)

28

20

48

Effect of:

 

 

 




UK dividends received

(40)

-

(40)

(29)

-

(29)

Non-taxable losses (profits) on investments

-

123

123

-

(387)

(387)

Deferred tax not recognised

(162)

169

7

1

367

368

Tax charge

-

-

-

-

-

-

 

The Company has no provided, or unprovided, deferred tax liability in either period.

Deferred tax assets in respect of losses have not been recognised as the directors do not currently believe that it is probable that sufficient taxable profits will be available against which the assets can be recovered.

Due to the Company's status as a venture capital trust, and the continued intention to meet the conditions required to comply with Chapter 3 Part 6 of the Income Tax Act 2007, the Company has not provided deferred tax on any capital gains or losses arising on the revaluation or realisation of investments.

4                Dividends

Amounts recognised as distributions to equity holders in the period:


Unaudited 6 months ended

30 June 2024

Unaudited 6 months ended

30 June 2023


Revenue

Capital

Total

Revenue

Capital

Total


£000

£000

£000

£000

£000

£000

First interim dividend for the year ending 31 December 2024 of 1.5p (2023: 2.25p) per ordinary share

583

3,687

4,270

-

4,097

4,097

Second interim dividend for the year ended 31 December 2023 of 1.5p per ordinary share

-

-

-

301

3,130

3,431


583

3,687

4,270

301

7,227

7,528

Shares allotted under DRIS

 

 

(698)



(1,454)

Dividends paid in the Statement of Cash Flows

 

 

3,572



6,074

 


Audited year ended

31 December 2023


Revenue

Capital

Total


£000

£000

£000

First interim dividend for the year ending 31 December 2023 of 2.25p per ordinary share

-

4,097

4,097

Second interim dividend for the year ended 31 December 2023 of 1.5p per ordinary share

301

3,130

3,431

Third interim dividend for the year ended 31 December 2023 of 1.5p per ordinary share

-

3,428

3,428


301

10,655

10,956

Shares allotted under DRIS



(2,083)

Dividends paid in the Statement of Cash Flows



8,873

 

The first interim dividend of 1.5 pence per ordinary share was paid on 28 June 2024 to shareholders on the register as at 31 May 2024.

A second interim dividend of 1.5p per ordinary share amounting to approximately £4.2 million is proposed. This dividend has not been recognised in these half year financial statements as the obligation did not exist at the balance sheet date.

5             Basic and Diluted (Loss) Earnings per Ordinary Share

The basic and diluted (loss) earnings per ordinary share is based on the loss after tax attributable to equity shareholders of £473,000 (30 June 2023: profit of £253,000) and 262,540,942 (30 June 2023: 204,822,093) ordinary shares being the weighted average number of ordinary shares in issue during the period.

The basic and diluted revenue earnings per ordinary share is based on the revenue profit attributable to equity shareholders of £1,062,000 (30 June 2023: £149,000) and 262,540,942 (30 June 2023: 204,822,093) ordinary shares being the weighted average number of ordinary shares in issue during the period.

The basic and diluted capital (loss) earnings per ordinary share is based on the capital loss attributable to equity shareholders of £1,535,000 (30 June 2023: profit of £104,000) and 262,540,942 (30 June 2023: 204,822,093) ordinary shares being the weighted average number of ordinary shares in issue during the period.

During the period the Company allotted 57,199,459 new ordinary shares from the fundraising, and 1,208,910 new ordinary shares in respect of its DRIS.

The Company has also repurchased 3,766,651 of its own shares in the period and these shares are held in the capital reserve. The total of 25,150,419 treasury shares has been excluded in calculating the weighted average number of ordinary shares during the period.

The Company has no dilutive shares and consequently, basic and diluted earnings per ordinary share are equivalent at 30 June 2024, 31 December 2023 and 30 June 2023

6             Financial Assets at Fair Value through Profit or Loss


30 June 2024

£000

30 June 2023

£000

Investment portfolio

96,178

89,174

Accrued income and other assets*

1,538

-

Financial assets at fair value through profit and loss

97,716

89,174

* Relates to accrued income which is not past due which has been disclosed as part of the investment value. Prior year income was not included as it was not material.

IFRS 13, in respect of financial instruments that are measured in the balance sheet at fair value, requires disclosure of fair value measurements by level within the following fair value measurement hierarchy:

>             Level 1: quoted prices in active markets for identical assets or liabilities. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is defined as a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in Level 1 and comprise listed investment funds classified as held at fair value through profit or loss. The Company held no such investments at 30 June 2024.

>             Level 2: the fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. The Company held no such instruments in the current or prior year.

>             Level 3: the fair value of financial instruments that are not traded in an active market (for example, investments in unquoted companies) is determined by using valuation techniques such as earnings or revenue multiples. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. All of the Company's investments fall into this category.

Each investment is reviewed at least quarterly to ensure that it has not ceased to meet the criteria of the level in which it was included at the beginning of each accounting period. There have been no transfers between these classifications in the period (2023: none).

The change in fair value for the current and previous year is recognised through profit or loss. All items held at fair value through profit or loss were designated as such upon initial recognition.

Valuation of Investments

Unquoted investments are valued in accordance with IFRS 13 "Fair Value Measurement" and using the International Private Equity and Venture Capital ("IPEV") Valuation Guidelines ("the Guidelines") issued in December 2022.

Initial measurement

The best estimate of the initial fair value of an unquoted investment is the cost of the investment. Unless there are indications that this is inappropriate, an unquoted investment will be held at this value within the first three months of investment.

Subsequent measurement

Based on the Guidelines we have identified six of the most widely used valuation methodologies for unquoted investments. The Guidelines advocate that the best valuation methodologies are those that draw on external, objective market-based data in order to derive a fair value.

Full details of the methods used by the Company were set out on pages 66 and 67 of the financial statements for the year ended 31 December 2023, a copy of which can be found at www.bscfunds.com.

The primary methods used for valuing non-quoted investments, and the key assumptions relating to them are:

Unquoted Investments

>             revenue multiple. An appropriate multiple, given the risk profile and revenue growth prospects of the underlying company, is applied to the revenue of the company. The multiple is adjusted to reflect any risk associated with lack of marketability and to take account of the differences between the investee company and the benchmark company or companies used to derive the multiple.

>             earnings multiple. An appropriate multiple, given the risk profile and earnings growth prospects of the underlying company, is applied to the maintainable earnings of the company. The multiple is adjusted to reflect any risk associated with lack of marketability and to take account of the differences between the investee company and the benchmark company or companies used to derive the multiple.

 

Movements in investments at fair value through profit or loss during the six months to 30 June 2024 are summarised as follows:

 

IFRS 13 measurement classification

Level 3

Unquoted

Investments

£000

Opening cost

56,209

Opening valuation gain

40,218

Opening fair value at 1 January 2024

96,427

Additions at cost

7,257

Disposal proceeds

(6,850)

Net profit on disposals*

448

Change in fair value

(1,217)

Foreign exchange gain

113

Closing fair value at 30 June 2024

96,178

Closing cost

62,567

Closing valuation gain

33,611

Closing fair value at 30 June 2024

96,178

* the net profit on disposal in the table above is £448,000 whereas that shown in the Statement of Comprehensive Income is £459,000. The difference comprises the change in the value of deferred proceeds totalling £11,000 in respect of assets that have been disposed of and are not included in the investment portfolio at 1 January 2024.

Level 3 valuations include assumptions based on non-observable data, such as discounts applied either to reflect changes in the fair value of financial assets held at the price of recent investment, or to adjust revenue or earnings multiples.

IFRS13 requires disclosure, by class of financial instruments, if the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement. Each unquoted portfolio company has been reviewed in order to identify the sensitivity of the valuation methodology to using alternative assumptions, which still fall within the IPEV Guidelines. Where discounts have been applied (for example to revenue/earnings levels or multiple ratios) alternatives have been considered. For each unquoted investment, two scenarios have been modelled, principally a 5 per cent change to discount rates, although other factors were considered on an individual portfolio company basis: more prudent assumptions (downside case) and more optimistic assumptions (upside case). Applying the downside case, the value of the unquoted investments would be £4.0 million or 4.1 per cent lower (2023: £4.3 million or 4.8 per cent lower). Using the upside case, the value would be increased by £4.1 million or 4.3 per cent (2023: £4.4 million or 5.0 per cent).

All of the Company's investments are in unquoted companies held at fair value. The valuation methodology for these investments includes the application of externally produced revenue and earnings multiples. Therefore, the value of the unquoted element of the portfolio is also indirectly affected by price movements on the listed market. Those using revenue and earnings multiple methodologies include judgements regarding the level of discount applied to that multiple. The effect of changing the level of discounts applied to the multiples is considered above.

There have been no individual fair value adjustments downwards during the period that exceeded 5 per cent of the total assets of the Company (31 December 2023: none).

The following disposals took place during the period.

 


Net

proceeds

from sale

 

 

£000

Cost

 

 

 

 

£000

Opening

carrying

value as at

1 January

2024

£000

Profit

 over

opening

carrying

value

£000

Unquoted investments

 

 

 

 

DisplayPlan Holdings Limited

5,189

70

4,741

448

KeTech Holdings Limited*

1,461

-

1,461

-

Arcus Global Limited*

200

830

200

-

Total from portfolio

6,850

900

6,402

448

Ncam Technologies Limited

11

-

-

11

Deferred consideration

11

-

-

11

Total from investment portfolio

6,861

900

6,402

459

*partial disposal

The total from disposals in the table above is £6,861,000 whereas that shown in the Statement of Cash Flows is £6,525,000. This is due to the timing differences between the recognition of the deferred income arising on realisations and its receipt in cash.

7              Provisions for Liabilities and Charges

Incentive fee

Under the terms of the Subscription Rights Agreement, the Manager and Chord Capital are entitled to a performance-related incentive fee if the cumulative dividends per ordinary share paid or payable as at the last business day of December in any year, plus the average of the middle market price per ordinary share of the five dealing days prior to that day, exceeds a Hurdle. The Hurdle for the year ending 31 December 2024 is 141.295 pence per ordinary share.  The value of the incentive fee is 20 per cent of the excess to the Hurdle, multiplied by the number of ordinary shares issued.  At 30 June 2024 the total of cumulative cash dividends paid and the mid-market price was 142.750 pence per ordinary share, with the Hurdle exceeded due to share price growth in March 2024 following the publication of December 2023 accounts and the gains associated with this earlier period. 

No accrual for incentive fee has been recognised in the period as the Manager believes that it is not probable that a fee will arise at year-end due to the downward movement of the Company's net asset value per share in the year to date.  If the Company's total of cumulative cash dividends paid and the mid-market price was 142.750 pence per ordinary share at the year-end date, a fee of £825,000 would be due.

8             Basic and Diluted Net Asset Value per Ordinary Share

The basic and diluted net asset value per ordinary share is calculated on attributable assets of £162,894,000 (30 June 2023 and 31 December 2023: £133,027,000 and £135,616,000 respectively) and 283,400,383 (30 June 2023 and 31 December 2023: 229,484,783 and 228,758,665 respectively) ordinary shares in issue at 30 June 2024.

Treasury shares have been excluded in calculating the number of ordinary shares in issue at 30 June 2024.

The Company has no potentially dilutive shares and consequently, basic and diluted net asset values are equivalent at 30 June 2024, 31 December 2023 and 30 June 2023.

9             Total Return

Total Return per ordinary share is calculated on cumulative dividends paid of 87.75 pence per ordinary share (30 June 2023: 84.75 pence per ordinary share and 31 December 2023: 86.25 pence per ordinary share) plus the net asset value as calculated in note 8.

10           Post Balance Sheet Events

Subsequent to the period end the Company has invested a further £5.9 million into portfolio companies Xapien, AutomatePro, Quality Clouds and SharpCloud.

11            Directors

The directors of the Company are Barbara Anderson, Arif Ahmed and Roger McDowell.

12           Other Information

Copies of the interim report can be obtained from the Company's registered office: 4th Floor, 2 Bond Court, Leeds, LS1 2JZ or from www.bscfunds.com.

13           Interim Dividend for the year ending 31 December 2024

The directors are pleased to announce the payment of a second interim dividend for the year ending 31 December 2024 of 1.5 pence per ordinary share ("Interim Dividend").

The Interim Dividend will be paid on 1 November 2024 to those shareholders on the Company's register at the close of business on 4 October 2024. The ex-dividend date will be 3 October 2024.

14           Dividend Re-investment Scheme ("DRIS")

The Company operates a DRIS.  The latest date for receipt of DRIS elections so as to participate in the DRIS in respect of the Interim Dividend is the close of business on 18 October 2024.

15           Inside Information

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU No. 596/2014). Upon the publication of this announcement via Regulatory Information Service this inside information is now considered to be in the public domain.

For further information, please contact:

 

                Marcus Karia      YFM Equity Partners                      Tel: 0113 244 1000

                Alex Collins         Panmure Liberum                           Tel: 0207 886 2767

 

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