Annual Financial Report
Calculus VCT plc
Legal Entity Identifier: 2138005SMDWLMMNPVA90
Annual Financial Report for the year ended 28 February 2021
The Annual Report and Financial Statements ("Annual Report and Accounts") for the year ended 28 February 2021 and the Notice of Annual General Meeting will be posted to shareholders shortly and will be available for inspection at 104 Park Street , London, W1K 6NF, the Company's registered office, and will be available in electronic format for download on www.calculuscapital.com/calculus-vct/ , a website maintained by the Company's Investment Manager, Calculus Capital Limited. A copy of the Annual Report and Accounts will also be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Page numbers and cross-references in the announcement below refer to page numbers and cross-references in the PDF of the Annual Report and Accounts.
Financial Highlights
|
|
Year to 28 February 2021 |
Year to 29 February 2020 |
|
Net Asset Value per share |
67.08p |
70.20p |
|
Final dividend proposed |
3.02p |
3.20p |
|
Annual yield* |
4.50% |
4.56% |
|
Total return/(deficit) per share* |
0.98p |
(2.58)p |
|
Share price |
60.00p |
50.00p |
|
Share price discount* |
10.55% |
28.77% |
*These are Alternative Performance Measures (APM's) which have been defined in the glossary on pages 78 and 79 of the Annual Report
Portfolio Review
|
|
2021 £'000 |
2020 £'000 |
|
Opening portfolio value |
14,309 |
11,593 |
|
New and follow on investments made |
5,016 |
3,511 |
|
Disposal proceeds |
(413) |
(588) |
|
Realised net gains or losses |
194 |
122 |
|
Prior year unrealised (gains)/losses realised during the period
|
122 |
- |
|
Unrealised valuation movements |
404 |
(329) |
|
Closing portfolio value |
19,632 |
14,309 |
Investment Portfolio Yield
|
|
2021 £'000 |
2020 £'000 |
|
Loan interest |
143 |
121 |
|
Total portfolio income in the year |
151 |
154 |
|
Portfolio value at year end |
19,632 |
14,309 |
|
Portfolio income yield |
0.77% |
1.08% |
NAV performance during the year ended 28 February 2021
The audited net asset value per ordinary share as at 29 February 2020 was 70.2 pence per share. However, due to the effects of the global pandemic being experienced the NAV was revalued to 65.1 pence per share (unaudited) as of 31 March 2020. In July 2020, the Company's NAV reduced as a result of paying out a dividend of 3.20 pence per share. Since then, the Company's NAV has steadily been increasing towards our pre COVID-19 NAV position. As at 28 February 2021 the audited NAV stood at 67.08 pence per share.
Strategic Report
The Strategic Report has been prepared in accordance with the requirements of Section 414A of the Companies Act 2006 (the "Act").
It's purpose is to inform members of the Company and help them assess how the Directors have performed their legal duty under Section 172 of the Act, to promote the success of the Company for the benefit of the members as a whole and, in doing so, have a regard for the wider stakeholder interests.
Chairman's Statement
I am pleased to present Calculus VCT plc's (the Company) results for the year ended 28 February 2021. Amidst the ongoing global pandemic, it has been an active and resilient year for the Company with ten new investments made on behalf of the qualifying portfolio and over £4.3m new Ordinary shares allotted during the year.
Results for the year
The Company invests in a diverse portfolio of established UK growth companies whether unquoted or traded on AIM. Our investments are intended to support those companies to grow, innovate and scale up. Simultaneously, the Company aims to achieve long-term returns, including tax-free dividends, for investors through its Investment Manager, Calculus Capital Limited (Calculus Capital), who have demonstrated their experience in a range of successful exits. The Board aims to maintain a regular tax-free annual dividend of 4.5 per cent whilst also maintaining the net asset value.
The net asset value per Ordinary share as at 28 February 2021 was 67.08 pence, compared to 70.20 pence as at 29 February 2020, this is after paying a dividend of 3.20 pence per share. Since the February 2020 year end, the NAV per share was revalued to 65.07 pence as announced in March 2020 due to the effects of the global pandemic, however, despite the ongoing disruption due to COVID-19 and the continuing challenges it presents, the Board is pleased with the resilience of the Company's portfolio and the positive uplifts in the valuations of a number of portfolio companies.
The most significant movement in the qualifying portfolio on the upside was C4X Discovery plc (C4XD), which increased the NAV by £0.7m. C4XD is a drug discovery and development company that uses cutting-edge software technology to design and develop drug candidates. C4XD's licensed candidate, a non-opioid drug for the treatment of opioid use disorder, which has potential milestones for C4XD of up to a further $284m beyond the $10m payment received in 2018, progressed well with the commencement of Phase 1 clinical trials. These are expected to complete in May 2021. In October 2020 C4XD raised £15m in a placing on the AIM market. In April 2021, after the year end, the company announced its second significant licensing agreement, with Sanofi, a global pharmaceutical company. Sanofi, using C4XD's technology, will develop and look to commercialise the programme to provide an oral therapy for a variety of autoimmune diseases. Under the agreement, C4XD will receive an upfront payment of €7m and could receive up to a further €407m in milestones, in addition to single digit royalties.
Scancell is an immuno-oncology company with a primary focus to develop innovative immunotherapies for cancer that stimulate the body's own immune system. Scancell made headline news when the Daily Telegraph featured Scancells' work on developing a universal vaccine that has a greater prospect of working on all COVID-19 variants by targeting the core of the virus instead of just the spike protein. If successful, a new vaccine could be available in as little as a year. The rise in the share price for Scancell has translated into a £0.4m increase in the NAV.
Genedrive, a molecular diagnostics company has uplifted the NAV by £0.4m during the financial year, primarily due to its contribution to develop the Genedrive 96 SARS-CoV-2 Kit which is now CE-IVD marked and available for sale across the European Union and the UK. The Company is pleased to announce that it has recently sold its holdings in Genedrive for a 2.8x return since its acquisition from the Neptune-Calculus Income and Growth VCT plc in September 2017. The majority of the disposal occurred in February and the remaining shares were disposed of post year end in March.
Arecor, Cloud Trade, Essentia Analytics, Fiscaltec, Oxford Biotherapeutics, Mologic, Raindog Films and Wonderhood also saw their valuation increase over the year. Altogether these valuation improvements added a further £0.7m to the Company's NAV per share. Further details of the Company's significant investments can be found on page 13 to 23 of the Annual Report.
Conversely, during the year, Arcis Biotechnology's' portfolio of technologies did not transition into material commercial opportunities. As a result, the Company has prudently reduced the NAV by £0.3m. The Company continues to monitor Arcis closely and will revalue the company on a periodic basis when other commercial prospects arise.
Money Dashboard (formerly The One Place Capital), a personal finance management web and mobile app, has also seen its value decrease, reducing the NAV by £0.2m. The fall stems from challenges arising from additional controls which the banks have implemented to the open banking directive introduced by the Government. For example, requiring external app users to re-authenticate every 90 days. This has made scaling the Money Dashboard user base more difficult than anticipated.
Further information on the portfolio can be found in the Manager's report following this statement.
Impact of COVID-19 and NAV movement
The impact of the economic challenges caused by the pandemic on the NAV has been mitigated due to several factors. The Company has been shielded to a degree by holding a significant portion of its assets in cash, and although some portfolio companies were adversely affected by the impact of COVID-19, the valuations in several life sciences companies (as mentioned above) have benefited from a general rerating of the life sciences sector and, in some cases, by developing products to aid the fight against COVID-19.
The NAV as of 29 February 2020 was 70.20 pence, however as the impact of COVID-19 was felt a few weeks later, the NAV was subsequently revalued to 65.07 pence. As of the 28 February 2021 the NAV rose to 67.08 pence, an increase of 3 per cent since March 2020. Given the ongoing disruptions and uncertainties in the current economic climate, the Board is pleased with the Company's performance.
The most recent unaudited NAV available at the time of publishing these accounts is 67.31 pence per share as at 31 March 2021.
Venture Capital Investments
Calculus Capital Limited manages the portfolio of VCT qualifying investments made by the Company.
The Company invested £3.8 million in six new investments and £1.2 million in four follow-on investments during the year ended 28 February 2021. New and follow-on investments are set out in the Manager's review on page 10.
Issue of new Ordinary shares
The offer for subscription for Ordinary Shares that opened on 24 September 2019 and closed on 28 August 2020 received aggregate subscriptions from the issue of Ordinary shares of £4.7 million.
On 8 September 2020, a new offer was launched. The Company had issued shares for £1.6 million of subscriptions under this offer by the end of the financial year. Of the £4.3 million total new share issues in the year ended 28 February 2021, £2.7 million took place under the offer that closed on 28 August 2020.
On 1 April 2021, the Company issued a further 7.1 million shares at an average issue price of 65 pence per share.
From September 2019 more than £10 million was raised in share issues, funds generated have and will be used in the investment of enterprises with growth potential. The current offer will close on 27 August 2021.
Share Buybacks
During the year, 73,209 shares at a consideration of £44,846 were bought back for cancellation. In keeping with its policy for returning funds to shareholders, the Company will continue to consider opportunities for buybacks in the coming year. The total shares bought back represent 0.23 per cent of the total holdings during the year ended 28 February 2021. The share buy backs are timed to avoid closed periods.
Dividend
The Directors are pleased to announce a final dividend of 3.02 pence per Ordinary share to be paid to all Ordinary shareholders.
Subject to shareholder approval, the Ordinary share dividend will be paid on 30 July 2021 to shareholders on the register on 1 July 2021. The deadline for the Scheme Administrator to receive any applications under the dividend reinvestment scheme is 16 July 2021.
Board Succession
In the July 2020 AGM, Kate Cornish-Bowden stepped down from the board after nine years of service, The Board would like to thank Kate for her invaluable contribution as a member of the Board and Chair of the Audit Committee. On the same date Janine Nicholls was appointed as a non-executive director and has been chairing the Audit Committee. Janine is a chartered accountant with over 20 years' experience in private equity across investment, operations, and governance roles. The Board is pleased to welcome Janine to the Company.
Developments since the year end
As mentioned above the Company sold its remaining shares in Genedrive on 3 March 2021 for a consideration of £88,021.
Axol Bioscience Ltd, an established provider of stem cells produced from reprogrammed human blood and tissue cells, and CENSO Biotechnologies, a cell biology contract research organisation (CRO), merged on the 19 March 2021. The new entity will become a leading provider of product and service solutions in the induced pluripotent stem cell (iPSC)-based neuroscience, immune cell, and cardiac disease modelling, drug discovery and screening within pharma and biotechnology companies. On 1 April 2021, the Company invested £650,906 in CENSO Biotechnologies.
On the 29 March 2021, the company made a £375,000 investment into Invizius. Invizius addresses the side effects of dialysis patients. Currently, life expectancy on dialysis is just one-third of normal, and half of patients die from cardiovascular complications. A significant problem is that the immune system sees the dialysis filter as a foreign body, creating inflammation that damages the cardiovascular system over time. Invizius's H-Guard™ product is a powerful anti-inflammatory that can be used to coat the filter surface to 'hide' it and prevent an immune response. The innovative technology also has potential for use with devices such as heart and lung machines, stents, and grafts or in organ and cell transplants.
As mentioned above, since the year end the Company has made a further allotment of Ordinary shares. On 1 April 2021, a further 7.1 million Ordinary shares were allotted at an average price of 65 pence per share.
Cornerstone FS plc was listed on the AIM market on 6 April trading at 61.5 pence per share.
The Company made a follow-on investment of £50,000 into Arcis Biotechnology holdings on 30 April 2021. On 10 May 2021, the Company's holdings in Open Orphan plc were fully divested for a consideration of £100,000 resulting in a 1.8x return.
Outlook
The recovery of the UK economy could be hampered by a spread of new variants of the COVID-19 virus, however, more than 57 million people in the UK have received at least one dose of a coronavirus vaccine - part of the biggest inoculation programme the country has ever launched. It is hoped that by summer all adults would have been offered the vaccine, easing national restrictions, and paving the way for more normal trading conditions to return. The impact of COVID-19 has been significant across UK society and the UK economy. The Board was reassured by the swift reaction of the Investment Manager (the Manager) and the team's increased engagement with investee companies in the early stages of the pandemic. Despite these challenges, we ended the year strongly with some notable successes in our current portfolio and in the exits we have achieved.
COVID-19 has presented unprecedented challenges to the country and the economy. As we emerge from the impact of the pandemic, the UK remains one of the most entrepreneurial and supportive economies in which to start and grow a business. The Calculus VCT invests primarily in sectors experiencing long term structural growth and in companies which can demonstrate a potential for market leadership. Your Board believes that our Company has an important contribution to make in helping to rebuild UK economic activity by continuing to back the growth and scale-up of promising smaller companies, with both capital and expertise.
Despite the difficult economic conditions presented by this pandemic, the Company is pleased to announce that the VCT has successfully fund raised over £10 million since September 2019.
Calculus Capital is a long-term investor, actively identifying attractive investment opportunities. As such, the Manager will continue to deploy capital to proactively support companies through these challenging times and to invest in selective new opportunities which may arise.
Your Board is focused on consistently delivering value for shareholders over the long-term by investing in high potential businesses and building a well-diversified portfolio.
Jan Ward, Chairman
20 May 2021
Manager's Review
(NAV Breakdown)
The net assets of £21.1 million break down as follows:
|
Asset class |
NAV (£000s) |
% of NAV |
Number of investee companies/funds |
|
Unquoted company investments |
12,207 |
57.96 |
31 |
|
AIM traded company investments |
1,758 |
8.35 |
5 |
|
Liquidity Fund investments |
5,667 |
26.91 |
3 |
|
Other Liquid assets (debtors and creditors) |
1,428 |
6.78 |
- |
|
Totals |
21,060 |
100.00 |
39 |
During the year, the Company made ten qualifying investments, seeking to build a diversified portfolio. These included six new investments and four follow-on investments in existing portfolio companies.
New Investments
Maze Theory Limited
In April 2020 the Company invested £380,000 in Maze Theory Limited. Maze Theory is a digital entertainment studio focusing on the creation and development of immersive entertainment experiences and games across multiple platforms, including Virtual Reality (VR), PC, Console and Mobile. Maze Theory has an impressive team in place, with a proven track record of developing and launching successful games. The Company was attracted by Maze Theory's ability to secure high profile IP, resulting in #a strong slate of reputable titles, each of which has high commercial capabilities. Titles secured so far include 'Dr. Who, The Edge Of Time', 'Dr Who, The Lonely Assassins, 'Dr Who, The Edge of Reality' and 'Peaky Blinders, The Kings Ransom'. The team's ability to develop games across multiple platforms provides diversification, as well as exposure to larger markets.
Rotageek Limited
In May 2020, the Company invested £530,000 in Rotageek Limited. Rotageek uses cloud-based technology and automatic scheduling to help multi-site businesses manage and schedule staff to meet demand, drive efficiency and reduce costs. The tool uses machine learning to identify patterns which may otherwise go unnoticed, and its apps make it easier for staff to swap and cover shifts and know when they are working. The company provided free trials of its proprietary solutions to the NHS to assist in supporting medical teams which are facing exceptionally complex scheduling problems during the COVID-19 crisis.
Maven Screen Media Limited (Maven)
In August 2020, the Company invested £798,000 in Maven Screen Media Limited. Maven is a leading media and entertainment development and production company, founded by experienced producers Celine Rattray and Trudie Styler. The founders have established track records for producing award-winning, commercially successful films with worldwide reach and top-tier talent attached. Specifically, Maven recognises that women are underrepresented both in front of and behind the camera and is therefore dedicated to increasing representation of female content creators and female-centred stories.
Home Team Content Limited
In September 2020 the Company invested £648,000 in Home Team Content, a film and TV production company founded by two of the U.K.'s most exciting young producers, Dominic Buchanan (BAFTA, Royal Television Society and Peabody Award-winning "The End of The F***ing World") and Bennett McGhee (Berlin film Festival's 2020 FRIPRESCI winner, "Mogul Mowgli"). Home Team's intention is to identify and develop under-represented creatives and nurture exciting voices- primarily, but not restricted to, filmmakers of colour and women filmmakers of all ethnicities, through interactive as well as traditional film and TV platforms.
Thanksbox Limited (Mo)
In October 2020, the Company invested £620,000 in Thanksbox Limited. Thanksbox Limited whose trading name is "Mo" provides proprietary technology to help organisations reduce employee churn and improve employee engagement and satisfaction. Mo's core product, 'Moments', is an intra company social media platform that builds awareness of employees' achievements at work. The company has built a strong product and now works with 20+ customers, including well known organisations such as SHL and William Hill.
eConsult Health Limited (eConsult)
In February 2021, the Company invested £750,000 in eConsult Health Limited. eConsult works as an online portal to a GP practice, allowing clinicians to determine the right care pathway more efficiently for patients, benefiting the GP practices by releasing capacity and reducing costs. eConsult is driven by a proprietary, clinician led bank of 10,000+ questions produced using evidence-based medicine, NICE guidance, Clinical Knowledge Summaries and NHS. UK sources. It efficiently records patient details, case history, symptoms, and provides them to the GP in a concise format where they are processed in 2-3 minutes. Research shows that 70% of requests are closed without the need for a face-to-face appointment.
Follow-on Investments
Wazoku Limited
In June 2020, the Company invested £120,000 in Wazoku. Wazoku is an idea management company with an impressive client list including the United Kingdom Ministry of Defence (MoD), Waitrose, Microsoft and HSBC. The Wazoku collaborative idea management platform helps organisations transform raw ideas generated by the workforce into actionable innovation, with the aim of realising untapped business opportunities, identifying areas for improvement, making savings and boosting revenue. More information on Wazoku can be found on page 22.
MIP Diagnostics Limited
Also in June 2020, the Company invested £300,000 in MIP Diagnostic Limited. MIP Diagnostics is a novel affinity reagent company which produces various forms of Molecularly Imprinted Polymers (MIPs) and NanoMIP, sometimes called 'synthetic antibodies'. The synthetic antibodies make ideal reagents for a wide range of applications including point-of-care diagnostics and in field-based testing. More recently, MIP Diagnostics has developed a nanoMIP to the Receptor Binding Domain (RBD) of the SARS-COV-2 coronavirus Spike Protein. The nanoMIP targets a portion of the RBD domain, unique to the SARS-COV-2 version of the virus, maximizing specificity when used in COVID-19 diagnostic assays.
Arecor Limited
In October 2020, the Company invested £533,000 in the form of loan notes in Arecor Limited. Arecor is a life sciences company focused on developing superior biopharmaceutical products via the application of its patented Arestat™ formulation technology platform. Arestat™ enables the company to develop future medicines from existing therapies, across all disease indications and at any stage of a drug lifecycle. More information on Arecor can be found on page 18.
Arcis Biotechnology Limited
During the year, the Company invested £337,000 in Arcis Biotechnology Limited. Arcis provides highly advanced sample preparation technology which is seeking to improve Molecular Diagnostics testing by extracting and preserving fragile DNA and RNA biomarkers. Arcis' technology allows the extraction of DNA and RNA from various sample types (human, animal, plant or pathogen) in under three minutes, which is significantly faster than the current laboratory standards.
Investment Diversification at 28 February 2021
Sector by investment cost
· Healthcare: 24%
· Technology: 40%
· Industrial: 9%
· Media: 18%
· Energy: 9%
Total assets by value
· Unquoted Company Equity: 49%
· Unquoted Company Loanstock: 9%
· AIM Traded Equity: 8%
· Liquidity Fund Investments: 27%
· Other liquid assets: 7%
Holding period of qualifying investments by value
· Less than 1 year: 19%
· Between 1 and 5 years: 64%
· Greater than 5 years: 17%
Investment Portfolio
Largest holdings by value
Three of the Company's ten largest investments are currently in liquidity funds. Details of the ten largest qualifying investments and of the liquidity funds are set out below.
|
Investment
|
Book Cost£'000 |
Valuation£'000
|
% of investment portfolio |
|
Top AIM Investment |
|
|
|
|
C4X Discovery plc |
599 |
1,013 |
5.2 |
|
|
|
|
|
|
Top Unquoted Equity Investments |
|
|
|
|
Maven Screen Media Limited |
798 |
837 |
4.3 |
|
eConsult Health Limited |
750 |
750 |
3.8 |
|
Blu Wireless Technology Limited |
450 |
745 |
3.8 |
|
Arecor Limited |
633 |
692 |
3.5 |
|
Home Team Content Limited |
648 |
648 |
3.3 |
|
Oxford BioTherapeutics Limited |
350 |
645 |
3.3 |
|
Thanksbox Limited |
620 |
620 |
3.2 |
|
Wazoku Limited |
420 |
593 |
3.0 |
|
Rotageek Limited |
530 |
591 |
3.0 |
|
|
|
|
|
|
Other Unquoted Equity Investments |
|
|
|
|
Other unquoted equity investments |
7,423 |
6,086 |
30.9 |
|
|
|
|
|
|
Other AIM Investments (quoted equity) |
|
|
|
|
Other AIM investments |
459 |
745 |
3.8 |
|
|
|
|
|
|
Quoted Funds |
|
|
|
|
Fidelity Sterling Liquidity Fund |
1,883 |
1,905 |
9.7 |
|
Aberdeen Sterling Liquidity Fund |
1,882 |
1,882 |
9.6 |
|
Goldman Sachs Liquidity Funds |
1,880 |
1,880 |
9.6 |
|
Total Investments |
19,325 |
19,632 |
100.0 |
Calculus Capital Limited manages the portfolio of qualifying Investments made by the Company. To maintain its qualifying status as a Venture Capital Trust, the Company needed to be greater than 80 per cent invested in qualifying Investments by the end of the relevant third accounting period and to maintain it thereafter. As at 28 February 2021, the qualifying percentage for the relevant funds was 85 per cent.
C4X Discovery plc ('C4XD')
C4X Discovery (C4XD) is a drug discovery and development company that uses cutting-edge technology to design and create drug candidates. C4XD has programmes across several therapeutic areas including inflammation, neurodegeneration, immune-oncology and diabetes. In October 2020, C4XD raised £15m in a placing on the AIM market. As mentioned in the Chairman's Statement, C4XD's licensed candidate, a non-opioid drug for the treatment of opioid use disorder, which has potential milestones for C4XD of up to a further $284m beyond the $10m payment received in 2018, has progressed well with the commencement of Phase 1 clinical trials, which are expected to complete in May 2021. Indivior, the licensee, has announced that it is focusing its R&D on, amongst others, the C4XD candidate. In April 2021, after the financial year end, the company announced its second significant licensing agreement, with Sanofi, a global pharmaceutical company, in respect of its pre-clinical IL-17A inhibitor programme. Sanofi, using C4XD's technology, will develop and look to commercialise the programme to provide an oral therapy for a variety of autoimmune diseases including psoriasis and psoriatic arthritis. As mentioned earlier, under the agreement C4XD will receive an upfront payment of €7m and could receive up to a further €407m in milestones, in addition to single digit royalties.
|
Latest Results (group)
|
2020 £'000 Audited |
2019 £'000 Audited
|
|
Investment Information |
2021 £'000 |
2020 £'000 |
|
Year ended |
31 Jul |
31 Jul |
|
|
|
|
|
Turnover |
- |
- |
|
Total cost |
599 |
599 |
|
Pre-tax loss |
(9,579) |
(13,622) |
|
Income recognised in year/period |
- |
- |
|
Net assets |
8,066 |
7,013 |
|
Equity valuation |
1,013 |
318 |
|
Valuation basis: BID Price |
|
Loan stock valuation |
- |
|
||
|
|
|
Total valuation |
1,013 |
318 |
||
Total equity held by Calculus VCT plc: 1.3 per cent;
Total equity held by funds managed by Calculus Capital Limited: 4.1 per cent.
Maven Screen Media Limited ('Maven')
Maven Screen Media was co-founded by experienced producers Celine Rattray and Trudie Styler. The founders have established track records for producing award-winning content, commercially successful films with worldwide reach and top-tier talent attached. Their productions have launched and received prizes at Cannes, Sundance, and TIFF Film Festivals, as well as Oscar®, Golden Globe, BAFTA, British Independent Film, and London Critics Circle Awards. In August 2020, Calculus invested £2.05 million (£798k from Calculus VCT plc) to fund the company's expansion into production for television and digital, including short-form content. Maven is dedicated to increasing representation of female content creators and female-centred stories. Its development slate demonstrates its commitment to having strong female leads, with unique narratives that address social issues and inspire change. In March 2021, Maven wrapped shooting of Infinite Storm, a survival thriller film project, starring two-time Oscar nominee, Naomi Watts, in the lead role alongside Oscar nominee Sophie Okonedo and Billy Howle. Maven begins shooting on Days of Abandonment with Oscar winner, Natalie Portman in July 2021.
As Maven was incorporated in February 2020 its financials were not available at the time of publication of the Company's annual report.
|
Latest Results (group) |
Unaudited 2020 £'000
|
Audited 2019 £'000
|
|
Investment Information |
£'000 |
|
Year ended |
28 Feb |
28 Feb |
|
|
|
|
Turnover |
n/a |
n/a |
|
Total cost |
798 |
|
Pre-tax (loss)/profit |
n/a |
n/a |
|
Income recognised in year/period |
- |
|
Net assets |
n/a |
n/a |
|
Equity valuation |
837 |
|
Valuation basis: |
|
|
Loan stock valuation |
- |
|
|
Price of recent investment calibrated with discounted cash flow |
|
Total valuation |
837 |
||
|
|
|
||||
Total equity held by Calculus VCT plc: 9.2 per cent;
Total equity held by funds managed by Calculus Capital Limited: 23.8 per cent.
eConsult Health Limited ('eConsult')
eConsult works as an online portal to GP practices, allowing clinicians to determine the right care pathway for patients, releasing capacity and reducing costs. eConsult is driven by a proprietary, clinician led bank of 10,000+ questions produced using evidence-based medicine, NICE guidance, Clinical Knowledge Summaries and NHS.UK sources. It efficiently records patient details, case history, symptoms, and provides them to the GP in a concise format where they are processed in 2-3 minutes. Research shows that 70% of requests are closed without the need for a face-to-face appointment. Rapid adoption of eConsult's solution started in 2016 following the introduction of centralised government funding for online consultation, this was significantly accelerated by the COVID-19 pandemic in 2020. eConsult is now live in over 3,200 NHS GPs, providing coverage to nearly 30 million patients. It is now the largest provider of GP digital triage systems to the NHS. Calculus contributed £1.5m to a £7 million investment into eConsult in February 2021. The investment will be used to develop further the Company's leading position within NHS primary care and to support the rollout of the Company's Urgent and Emergency Care tool, eTriage, and hospital outpatient triage tool, eSpecialist.
|
Latest Results (group)
|
2020 £'000 Unaudited |
2019 £'000 Unaudited
|
|
Investment Information |
£'000 |
|
Year ended |
31 Mar |
31 Mar |
|
|
|
|
Turnover |
3,093 |
2,124 |
|
Total cost |
750 |
|
EBITDA |
(83) |
(289) |
|
Income recognised in year/period |
- |
|
Net assets |
(123) |
(115) |
|
Equity valuation |
750 |
|
Valuation basis: |
|
Loan stock valuation |
- |
||
|
Price of recent investment calibrated with multiples and discounted cash flow |
|
Total valuation |
750 |
||
Total equity held by Calculus VCT plc: 2.3 per cent.
Total equity held by funds managed by Calculus Capital Limited: 4.6 per cent.
Blu Wireless Technology Limited ('Blu Wireless')
Blu Wireless provides the technology to allow data to be transmitted wirelessly at very high, fibre-like, speeds. Blu Wireless are addressing the challenge of building cost effective 5G networks, rolling out fibre-like broadband to businesses and homes, reliable connectivity on high-speed transport and perimeter security and vehicle to vehicle applications for the defence and security industries. The company's key partnership with FirstGroup, expected to significantly boost the quality of connectivity on trains, has advanced further during the year. Whist there have been some delays because of COVID-19, roll-out is expected on both the South West and West Coast franchises during 2021 and there is interest in the technology from other UK and overseas rail companies. In addition, Blu Wireless has made advances in the defence and security sector with significant interest from US, UK and European defence bodies.
|
Latest Results |
Audited 2020 £'000 |
Audited 2019 £'000 |
|
Investment Information |
2021 £'000 |
2020 £'000 |
|
Year ended |
31 Dec |
31 Dec |
|
|
|
|
|
Turnover |
6,097 |
2,248 |
|
Total cost |
450 |
450 |
|
Pre-tax loss |
(5,433) |
(10,489) |
|
Income recognised in year/period |
- |
- |
|
Net assets |
2,884 |
4,997 |
|
Equity valuation |
745 |
745 |
|
Valuation basis: |
|
|
Loan stock valuation |
- |
- |
|
|
Price of recent investment calibrated by discounted cash flow |
|
Total valuation |
745 |
745 |
||
Total equity held by Calculus VCT plc: 1.4 per cent.
Total equity held by funds managed by Calculus Capital Limited: 13.0 per cent.
Arecor Limited ('Arecor')
Arecor is a life sciences company focussed on the development of superior biopharmaceutical products via the application of its patented Arestat™formulation technology platform. In addition to a strong pipeline of partnership opportunities, Arecor is using its pipeline to develop a portfolio of proprietary products for diabetes care. During 2020, Arecor published Phase I trial data showing that the Arecor Ultra-Rapid Acting Insulin performed better than current rapid acting insulins (both on the market and in development) and in December 2020, Arecor commenced Phase I trials of its Ultra-Concentrated Rapid Acting Insulin, for which preliminary results are anticipated in H2 2021. In addition to its own portfolio of therapeutics, Arecor also partners with leading pharmaceutical and biotech companies, delivering to them reformulations of their proprietary products. In doing so, such businesses can deliver improved products to patients as well as strengthen their patent protection and commercial market access in an increasingly competitive market.
During 2020, Arecor received a further milestone payment in respect of it first licence, announced two collaborations with Hikma Pharmaceuticals and entered into a new licence agreement with Inhibrx. In November 2020, Calculus VCT plc invested £0.5m in the form of a convertible loan as part of a £2.0m round. The company is exploring financing options during 2021 and there appears to be significant interest from a range of investors.
|
Latest Results (group)
|
2020 £'000 Audited |
2019 £'000 Audited
|
|
Investment Information |
2021 £'000 |
2020 £'000 |
|
Year ended |
|
|
|
|
|
|
|
Turnover |
2,285 |
748 |
|
Total cost |
633 |
100 |
|
Pre-tax loss |
(2,906) |
(2,698) |
|
Income recognised in year/period |
14 |
- |
|
Net assets |
2,065 |
3,993 |
|
Equity valuation |
159 |
144 |
|
Valuation basis: |
|
Loan stock valuation |
533 |
- |
||
|
Price of recent investment calibrated by discounted cash flow |
|
Total valuation |
692 |
144 |
||
Total equity held by Calculus VCT plc: 0.67 per cent.
Total equity held by funds managed by Calculus Capital Limited: 13.4 per cent.
Home Team Content Limited ('Home Team')
Home Team Content is an independent production company, co-founded by experienced producers Dominic Buchanan and Bennett McGhee. Prior to Home Team, Dominic was most recently an executive producer on the break-out Channel 4 and Netflix co-production, The End of the F***ing World. The show has won multiple accolades, including the 2020 BAFTA TV Award for Best Drama Series. Bennett McGhee established Silvertown Films in 2015, an independent film and television production company, which was the recipient of the British Film Institute's Vision Award in its first year. Home Team will harness the reputations of its two producers in identifying and developing under-represented creatives and new voices - primarily, but not restricted to, filmmakers of colour and women filmmakers of all ethnicities, through interactive as well as traditional film and television platforms. In September 2020, Calculus invested £775,000 (£648,000 from Calculus VCT plc) to fund Home Team's exciting development slate, which is expected to advance significantly in 2021. Home Team are expanding their team, hiring a Senior Development Executive in March 2021.
As Home Team was incorporated in April 2020 its financials were not available at the time of publication of the Company's annual report.
|
Latest Results (group) |
Unaudited 2020 £'000
|
Audited 2019 £'000
|
|
Investment Information |
£'000 |
|
Year ended |
30 Apr |
30 Apr |
|
|
|
|
Turnover |
n/a |
n/a |
|
Total cost |
648 |
|
Pre-tax (loss) / profit |
n/a |
n/a |
|
Income recognised in year/period |
- |
|
Net assets |
n/a |
n/a |
|
Equity valuation |
648 |
|
Valuation basis: |
|
|
Loan stock valuation |
- |
|
|
Price of recent investment calibrated by discounted cash flow |
|
Total valuation |
648 |
||
Total equity held by Calculus VCT plc: 18.4 per cent.
Total equity held by funds managed by Calculus Capital Limited: 21.9 per cent.
Oxford Biotherapeutics Limited ('OBT')
Oxford BioTherapeutics (OBT) is a clinical stage oncology company committed to the discovery and development of novel therapies for various cancer types. 2020 was an encouraging year for OBT, beginning in January with the announcement of the initiation of the dose escalation portion of its US Phase I trial for OBT076, an experimental treatment for women with high-risk HER2 negative breast cancer, as well as other specific solid tumours. In addition, in October, building on the existing partnership with the company, OBT established a new collaboration with Boehringer Ingelheim (BI). In January 2021, OBT established a new research collaboration with global cell therapy leader, Kite Pharma. OBT received upfront milestones and full-time equivalent funding for its activities under each collaboration. The continued progression of the existing collaboration with BI, alongside the announcement of new deals with BI and Kite Pharma, are an encouraging validation of OBT's development platforms and provide significant non-dilutive capital to support the continued development of the proprietary therapeutic leads, the progression of which is key to a successful exit.
|
Latest Results (group) |
Audited 2020 £'000
|
Audited 2019 £'000
|
|
Investment Information |
2021 £'000 |
2020 £'000 |
|
Year ended |
31 Dec |
31 Dec |
|
|
|
|
|
Turnover |
7,453 |
2,089 |
|
Total cost |
350 |
350 |
|
Pre-tax (loss) / profit |
(1,193) |
(6,961) |
|
Income recognised in year/period |
- |
- |
|
Net assets |
(2,838) |
(5,691) |
|
Equity valuation |
645 |
277 |
|
Valuation basis: |
|
|
Loan stock valuation |
- |
- |
|
|
Discounted cash flow |
|
Total valuation |
645 |
277 |
||
Total equity held by Calculus VCT plc: 0.7 per cent;
Total equity held by funds managed by Calculus Capital Limited: 3.5 per cent.
Thanksbox Limited ('Mo')
Thanksbox Ltd trading as "Mo" provides a SaaS (Software as a Service) platform to help organisations improve their culture, connect their people, and improve employee engagement. Mo has developed a deep understanding of what matters to the people at work and focusses its efforts on building value in organisations from the bottom up. Mo's core product, 'Moments', captures moments of appreciation, recognition, inspiration, success, and helps build connections between colleagues. The platform provides the means to distribute monetary and non-monetary rewards, nominate employees for awards and collect and vote on ideas to improve the company. The product is used in more than 45 countries around the world and with well-known organisations such as SHL, the O2 and William Hill. Calculus Capital led a £3.0m new investment round in October 2020 with the continued support of the Northern VCTs managed by Mercia Fund Management, which first invested in Mo in 2018.
|
Latest Results (group)
|
2020 £'000 Unaudited |
2019 £'000 Audited
|
|
Investment Information |
2021 £'000 |
|
Year ended |
31 Dec |
31 Dec |
|
|
|
|
Turnover |
725 |
618 |
|
Total cost |
620 |
|
Pre-tax loss |
(1,721) |
(1,925) |
|
Income recognised in year/period |
- |
|
Net assets |
1,630 |
568 |
|
Equity valuation |
620 |
|
Valuation basis: Price of recent investment calibrated by multiples and discounted cash flow |
|
Loan stock valuation |
- |
||
|
|
|
Total valuation |
620 |
||
Total equity held by Calculus VCT plc: 4.5 per cent;
Total equity held by funds managed by Calculus Capital Limited: 12.2 per cent.
Wazoku Limited ('Wazoku')
With an impressive client list such as Waitrose, HSBC and MoD, Wazoku's software allows large companies and organisations to capture and develop the ideas and innovations latent within the workforce. Calculus VCT invested £300,000 in Wazoku Ltd in April 2019 as part of £2.5m investment round and a further £120,000 in June 2020 as part of £1.0m investment round on the back of strong growth. Wazoku's market leading platform and suite of support services enables firms to innovate at scale. Successful innovation requires not only capturing ideas, but also collating, analysing and implementing them. Wazoku's platform provides the process and structure to capture, evolve, evaluate, develop, select and implement the best ideas from internal or external stakeholders. During 2020, Wazoku acquired the key assets of Innocentive, which has built a crowd of 400,000 experts to whom it reaches out to solve complex problems on behalf of corporate and governmental clients. Wazoku has developed a new and improved product combining Wazoku's existing innovation platform with Innocentive's network and methodology and has launched it under the Innocentive name, which is widely respected in the open innovation market.
|
Latest Results |
Audited 2020 £'000 |
Audited 2019 £'000 |
|
Investment Information |
2021 £'000 |
2020 £'000 |
|
Year ended |
31 Mar |
31 Mar |
|
|
|
|
|
Turnover |
2,856 |
2,011 |
|
Total cost |
420 |
300 |
|
Pre-tax loss |
(1,563) |
(1,245) |
|
Income recognised in year/period |
|
|
|
Net assets |
113 |
(1,233) |
|
Equity valuation |
593 |
462 |
|
Valuation basis: |
|
|
Loan stock valuation |
- |
- |
|
|
Multiples and discounted cash flow |
|
Total valuation |
593 |
462 |
||
Total equity held by Calculus VCT plc: 2.0 per cent;
Total equity held by funds managed by Calculus Capital Limited: 16.6 per cent.
Rotageek Limited ('Rotageek')
Rotageek uses cloud-based technology and automatic scheduling to help multi-site businesses manage and schedule staff to meet demand, drive efficiency and reduce costs. Machine learning is used to optimise schedules based on historic trends. Meanwhile the company's phone and tablet-based apps allow staff flexibility to swap, cover shifts or book time off, whilst knowing when and where they are required for work. Rotageek has established a strong position in the UK retail sector, working with High Street names such as Prêt a Manger, The Perfume Shop, Dune, Pets at Home and O2. More recently, the company is addressing the secondary healthcare market, with the addition of Ashford and St Peter's Hospitals (ASPH) NHS Foundation Trust, one of the UK's foremost Trusts, as a customer. In May 2020, Calculus invested £2.0m (£530k from Calculus VCT plc) as part of a £6.0m new investment round, alongside existing investors, including Mobeus.
|
Latest Results (group) |
Unaudited 2020 £'000
|
Audited 2019 £'000
|
|
Investment Information |
2021 £'000
|
|
Year ended |
31 Dec |
31 Dec |
|
|
|
|
Turnover |
1,659 |
1,759 |
|
Total cost |
530 |
|
Pre-tax loss |
(2,759) |
(2,848) |
|
Income recognised in year/period |
- |
|
Net assets |
2,755 |
(830) |
|
Equity valuation |
591 |
|
Valuation basis: |
|
|
Loan stock valuation |
- |
|
|
Price of recent investment calibrated by multiples and discounted cash flow |
|
Total valuation |
591 |
||
Total equity held by Calculus VCT plc: 2.6 per cent;
Total equity held by funds managed by Calculus Capital Limited: 9.9 per cent.
Business Review
Company activities and status
The Company is registered as a public limited company and incorporated in England and Wales with registration number 07142153. Its shares have a premium listing and are traded on the London Stock Exchange.
On incorporation, the Company was an investment company under section 833 of the Companies Act 2006. On 18 May 2011, investment company status was revoked by the Company. This was done to allow the Company to pay dividends to shareholders using the special reserve (a distributable capital reserve), which had been created on the cancellation of the share premium account on 20 October 2010, 1 November 2017 and 8 December 2020.
Company business model
The Company's business model is to conduct business as a VCT. Company affairs are conducted in a manner to satisfy the conditions to enable it to obtain approval as a VCT under sections 258-332 of the Income Tax Act 2007 ("ITA 2007").
Investment policy
The Company's policy is to build a diverse portfolio of Qualifying Investments of primarily established unquoted companies across different industries and investments which may be by way of loan stock and/or fixed rate preference shares as well as Ordinary shares to generate income. The amount invested in any one sector and any one company will be no more than 20 per cent and 10 per cent respectively of the qualifying portfolio. These percentages are measured as at the time of investment. The Board and its Manager, Calculus Capital Limited, will review the portfolio of investments on a regular basis to assess asset allocation and the need to realise investments to meet the Company's objectives or maintain VCT status.
It is intended that a minimum of 75 per cent of the monies raised by the Company before being invested in qualifying investments, will be invested in a variety of investments which will be selected to preserve capital value, whilst generating income, and may include:
· Bonds issued by the UK Government; and
· Fixed income securities issued by major companies and institutions, liquidity funds and fixed deposits with counterparty credit rating of not less than A minus (Standard & Poor's rate)/A3 (Moody's rated).
Where investment opportunities arise in one asset class which conflict with assets held or opportunities in another asset class, the Board will make the investment decision. Under its Articles, the Company has the ability to borrow a maximum amount equal to 25 per cent of the aggregate amount paid on all shares issued by the Company (together with any share premium thereon). The Board will consider borrowing if it is in the shareholders' interests to do so.
Long term viability
Significant ramifications to the global economy are being posed by the COVID-19 pandemic. The Directors have assessed the Company's vulnerability to the initial impact and concluded that COVID-19 is not expected to have any significant long-term impact on the viability of the Company. The board came to this conclusion because a significant portion of the Company's assets are held in cash thus diluting the impact of the valuation movements on the NAV. Furthermore, some portfolio companies in the life science sector are benefiting from creating products to aid the fight against COVID-19 thus providing some upside for the portfolio.
In assessing the long-term viability of the Company, the Directors have had regard to the guidance issued by the Financial Reporting Council. The Directors have assessed the prospects of the Company for a period of five years, which was selected because this is the minimum holding period for VCT shares. The Board's strategic review considers the Company's income and expenses, dividend policy, liquid investments and ability to make realisations of qualifying investments. These projections are subject to sensitivity analysis which involves flexing several of the main assumptions underlying the forecast both individually and in unison. Where appropriate, this analysis is carried out to evaluate the potential impact of the Company's principal risks actually occurring. Based on the results of this analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five-year period of their assessment. The principal assumptions used are as follows: i) Calculus Capital Limited pays any expenses in excess of 3.0 per cent of NAV as set out on page 33 of the Accounts; ii) the level of dividends paid are at the discretion of the Board; iii) the Company's liquid investments which include cash, money market instruments and quoted shares can be realised as permitted by the Company's investment policy; iv) the illiquid nature of the qualifying portfolio. Based on the results of this analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due.
In making this statement the Board carried out a robust assessment of the emerging and principal risks facing the Company including those that might threaten its business model, future performance, solvency or liquidity. The procedures in place to identify emerging risks and explain how they are being managed or mitigated are set out on page 26.
In order for the future of the Company to be considered by the members, the Directors shall procure that a resolution will be proposed at the tenth annual general meeting after the last allotment of shares (and thereafter at five yearly intervals) to the effect that the Company shall continue as a venture capital trust. Under the Articles of Association, a resolution for the continuation of the Company as a VCT will be proposed at the Annual General Meeting.
Alternative investments funds directive (AIFMD)
The AIFMD regulates the management of alternative investment funds, including VCTs. The VCT is externally managed under the AIFMD by Calculus Capital Limited which is a small authorised Alternative Investment Fund Manager.
Risk diversification
The Board controls the overall risk of the Company. Calculus Capital Limited will ensure the Company has exposure to a diversified range of Qualifying Investments from different sectors.
Since November 2015, the types of non-qualifying investment include:
· Bonds issued by the UK Government; and
· Fixed income securities issued by major companies and institutions, liquidity funds and fixed deposits with counterparty credit rating of not less than A minus (Standard & Poor's rate)/A3 (Moody's rated).
VCT regulation
The Company's investment policy is designed to ensure that it will meet, and continue to meet, the requirements for approved VCT status from HM Revenue & Customs. Amongst other conditions, the Company may not invest more than 15 per cent (by value at the time of investment) of its investments in a single company and must have at least 80 per cent by value of its investments throughout the period in shares or securities in qualifying holdings. In addition, 30 per cent of any money raised after 6 April 2018 will need to be invested in qualifying holdings within 12 months after the end of the accounting period in which the money was raised and loan stock investments in investee companies must be unsecured and must not carry a coupon which exceeds 10% per annum on average over a five year period.
Key strategic issues considered during the year
Performance
The Board reviews performance by reference to a number of key performance indicators ("KPIs") and considers that the most relevant KPIs are those that communicate the financial performance and strength of the Company as a whole, being;
· Total return per share
· Net asset value per share
· Dividends
The financial highlights of the Company can be found after the contents page 4 of the Report and Accounts.
Further KPIs are those which show the Company's position in relation to the VCT tests which it is required to meet in order to meet and maintain its VCT status. The Qualifying percentage is disclosed in the Manager's review. The Company has received approval as a VCT from HM Revenue & Customs.
There are no KPIs related to environmental and employee matters as these are not relevant to the Company which delegates operations to external providers.
Emerging and principal risks facing the Company and management of risk
The Company is exposed to a variety of risks. The principal financial risks, the Company's policies for managing these risks and the policy and practice regarding financial instruments are summarised in note 16 to the Accounts.
The Board has also identified the following additional risks and uncertainties:
Regulatory risk
The Company has received approval as a VCT under Income Tax Act 2007 "ITA". Failure to meet and maintain the qualifying requirements for VCT status could result in the loss of tax reliefs previously obtained, resulting in adverse tax consequences for investors, including a requirement to repay the income tax relief obtained, and could also cause the Company to lose its exemption from corporation tax on chargeable gains.
The Board receives regular updates from the Manager and financial information is produced on a monthly basis. The Manager monitors VCT regulation and presents its findings to the Board on a quarterly basis. The Manager builds in 'headroom' when making investments to allow for changes in valuation. This 'headroom' is reviewed prior to making and realising qualifying investments.
Independent advisers are used to monitor and advise on the Company's compliance with the VCT rules.
Qualifying investments
There are restrictions regarding the type of companies in which the Company may invest and there is no guarantee that suitable investment opportunities will be identified.
Investment in unquoted companies and AIM-traded companies involves a higher degree of risk than investment in companies traded on the main market of the London Stock Exchange. These companies may not be freely marketable and realisations of such investments can be difficult and can take a considerable amount of time. There may also be constraints imposed upon the Company with respect to realisations in order to maintain its VCT status which may restrict the Company's ability to obtain the maximum value from its investments.
Calculus Capital Limited has been appointed to manage the qualifying investments portfolio and has extensive experience of investing in this type of investment. Regular reports are provided to the Board and a representative of Calculus Capital Limited is on the Company's board. Risk is managed through the investment policy which limits the amount that can be invested in any one company and sector to 10 per cent and 20 per cent of the qualifying portfolio respectively at the time of investment.
Liquidity/ marketability risk.
Due to the holding period required to maintain up-front tax reliefs, there is a limited secondary market for VCT shares and investors may therefore find it difficult to realise their investments. As a result, the market price of the shares may not fully reflect, and will tend to be at a discount to, the underlying net asset value. The level of discount may also be exacerbated by the availability of income tax relief on the issue of new VCT shares. The Board recognises this difficulty, and has taken powers to buy back shares, which could be used to enable investors to realise investments.
COVID-19
New variants of coronavirus and new waves of lockdowns have led to significant disruptions on the global economy. The risks which arise from the ongoing pandemic are the investee companies' ability to fulfil orders and or /effect installations, supply chain disruption and the impact of the general economic downturn on the availability of capital, and consequently the valuations likely to be achieved in funding rounds. These risks however, are mitigated through the Company's significant cash assets and in its substantial investments in the life sciences sector, which are benefiting in the current climate from creating products to aid the fight against COVID-19.
Employees, environmental, human rights and community issues
The Company has no employees and the Board comprises entirely of non-executive directors. Day-to-day management of the Company's business is delegated to the Manager (details of the management agreement are set out in the Directors' Report) and the Company itself has no environmental, human rights, or community policies. In carrying out its activities and in its relationships with suppliers, the Company will conduct itself responsibly, ethically and fairly. Calculus Capital Limited seeks to conduct its investment business in line with its Environment, Social and Governance policy mentioned below. The Board has reviewed the policies of the Manager and is confident that these are appropriate.
Diversity
The Board of the Company is committed to inclusion and diversity. At the year end, the Board of directors comprised one male Director and three female Directors, so has a diverse board in relation to gender diversity. The Board also considers other forms of diversity to be important and these factors will be considered as part of the recruitment process going forward. This is further set out in the Corporate Governance statement on page 37 of the Report and Accounts.
Environmental, Social and Governance (ESG) Policy
Policy
The Calculus Capital Limited ("Calculus") ESG Policy details its firm-wide commitment to integrate ESG risks into its investment processes, and outlines the foundation, ownership, and oversight mechanisms, which underpin its approach. ESG integration is the practice of incorporating material ESG information into investment decisions and the way that it works with portfolio companies with the objective of improving the long-term financial outcomes of client portfolios.
Responsibility
ESG integration is a core part of the investment process, and as with all other components of the investment process, is the responsibility of our investment team. In turn, it is the responsibility of the Calculus Board to ensure oversight and that all factors detailed in the ESG Policy are considered when making investment decisions, as well as in the management of existing portfolio companies. Investment Directors are accountable for ensuring existing portfolio companies adopt strategies which align with a transition to a more sustainable economy.
Mission Statement
Calculus recognises that it has a social and environmental responsibility beyond legal and regulatory requirements. It is committed to making a positive environmental and social impact, alongside continually improving performance and governance. Each of these are integral to its business strategy and operating methods.
The ESG Policy will be reviewed at least annually to reflect changes within Calculus, as well as alterations made regarding ESG considerations, more widely.
Statement regarding annual report and accounts
The Directors consider that taken as a whole, the Annual Report and Accounts is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
Jan Ward, Chairman
20 May 2021
Section 172 Statement
Section 172 (1) of the Companies Act 2006 requires the Directors to explain how they have fulfilled their obligation to consider broader stakeholder interests when performing their duty to act in good faith for the benefit of all stakeholders. In doing this the Directors considered the following factors -
· Likely consequences of any decisions in the long term
· The interests of any employees
· The need to foster business relationships with suppliers, shareholders, and others
· The impact of the company's operations on the community and the environment
· Maintaining a reputation for high standards of business conduct
· Acting fairly as between all the members of the Company
Communication with Shareholders
The Board promotes and encourages communications with shareholders, primarily through interim and annual reports, and at annual general meetings ("AGMs"). The Board encourages shareholders to attend and vote at AGMs. Calculus Capital Limited as Manager keeps shareholders up to date with investee company news stories and updates on any open offers are included on quarterly newsletters sent to investors. Investee company news stories and regulatory news is also available for shareholders to view on the Company's website. Calculus Capital also organises investor forums where shareholders have an opportunity to meet with management of portfolio companies. In light of the restrictions in place due to COVID-19, it is most likely that the AGM will take place virtually in the form of a webinar where shareholders will have the opportunity to ask the Board questions 'live'. More information will be shared regarding the format of the AGM on the Company's website https://www.calculuscapital.com/calculus-vct/ . Shareholders will have the ability to vote by proxy and return proxy forms either electronically or in the post.
Directors' decisions are intended to fulfil the Company's aims and objectives to achieve long-term returns for shareholders. In addition to providing the opportunity to benefit from investment in a diverse portfolio of unquoted growing companies, the Board aims to pay annual dividends equivalent to 4.5% of NAV. During the financial year, 3.20 pence dividends per share were paid to registered shareholders. As part of its policy to return funds to shareholders, the Company will continue to consider opportunities for buybacks. 73,209 shares were bought back for cancellation during the year.
Oversight of Professional Advisors
As is normal practice for VCTs, the Company delegates authority for the day to day management of the company to an experienced Manager. The Board ensures that it works very closely with Calculus Capital Limited to form strategy and objectives, and oversee execution of the business and related policies. The Board receives quarterly performance updates at board meetings from the Manager in addition to regular ad hoc updates and portfolio news. The Manager is in attendance at every board meeting and the CEO of the Manager is also a member of the Company's Board. The Board reviews other areas of operation over the course of the financial year including the Company's business strategy, key risks, internal controls, compliance and other governance matters. The Board reviews the Manager's fee annually. The Board has also decided to initiate an annual strategy review event along with the Manager going forward. Due to the restrictions of the national lockdown the Board was unable to hold the annual strategy review during the financial year, the Board will resume with the review when conditions permit.
Oversight of Suppliers and Providers
The board reviews annually the agreements with service providers including the administrators, custodian and depositary of the Company, to ensure value for money, accuracy and compliance. In carrying out its activities and in its relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.
Working with Portfolio Companies
The board, through its investment policy and objectives, as detailed in page 24 of the Annual Report incorporates considerations for ensuring alignment with the objectives agreed with the Manager and portfolio companies. Calculus Capital Limited as Manager is the main point of contact for investee companies and the Board ensures it receives updates on the entire portfolio quarterly. There have been 10 additions in the financial year and 2 disposals. Further support was provided to some portfolio companies through follow on investments. The Manager offers investee companies both financial support and practical help by offering specialist skills and contacts to help portfolio companies achieve their long-term objectives.
Supporting the Environment and the Community
The purpose of the regulations related to VCTs is to generate support and investment for small growth companies. Government endorsement of the sector is aimed at creating economic growth through innovation, entrepreneurship, and employment. This benefits the economy and wellbeing of the community. The Manager incorporates consideration of social, environmental and governance issues in making investment decisions, Investments in life sciences companies such as Mologic and Scancell, for example, all have core missions to help society overcome disease. Portfolio company Mologic has developed a fast diagnostic device for COVID-19, and Scancell has announced plans to use its technology to develop a universal vaccine. Supplementing the life sciences sector, med-tech company, eConsult works as an online portal to a GP practice, allowing clinicians to determine the right care pathway more efficiently for patients, benefiting the GP practices by releasing capacity and reducing costs.
The Board takes into consideration the potential long-term effect of their decisions on all its associated stakeholders. The effects on members, the long-term success of the company, compliance with regulations, adherence with the Association of Investment Companies (" AIC") code and the reputation of the Company are all taken into consideration.
Extract of the Directors' Report
Share Capital
The capital structure of the Company and movements during the year are set out in note 12 of the Accounts. At the year end, no shares were held in Treasury. During the year, the following changes to the Company's share capital have taken place:
|
Total shares in issue - 1 March 2020 |
24,862,968 |
|
Issue of new ordinary shares - 3 April 2020 |
2,342,066 |
|
Share buyback - 18 June 2020 |
(22,127) |
|
Issue of new ordinary shares - 31 July 2020 |
1,731,817 |
|
Issue of new ordinary shares - 3 September 2020 |
800,356 |
|
Issue of new ordinary shares - 16 December 2020 |
1,729,094 |
|
Share buyback - 22 February 2020 |
(51,082) |
|
Total shares in issue - 28 February 2021 |
31,393,092 |
Since the year end, a further 7,103,371 new Ordinary shares have been issued pursuant to an offer for subscription.
Substantial Shareholdings
As at 28 February 2021, there were no notifiable interests above 3 per cent in the voting rights of the Company.
Management
Calculus Capital Limited is the qualifying Investments' portfolio manager. Calculus Capital Limited was appointed as Manager pursuant to an agreement dated 2 March 2010. A supplemental agreement was entered into on 7 January 2011 in relation to the management of the C Share fund. A further supplemental agreement was entered into on 26 October 2015 in relation to the management of the D share fund and covers the addition of company secretarial duties. The supplemental management agreement entered into on 12 September 2017 relates to the merged share fund (together, the "Calculus Management Agreements"). From 12 September 2017, Calculus Capital Limited agreed to meet the annual expenses of the Company in excess of 3.0 per cent of the net asset value of the Ordinary shares.
Pursuant to the Calculus Management Agreements, Calculus Capital Limited will receive an annual management fee of 1.75 per cent of the net asset value of the Ordinary share fund, calculated and payable quarterly in arrears.
Calculus Capital Limited is also entitled to a fee of £15,000 per annum (VAT inclusive where applicable) for the provision of company secretarial services.
For the year to 28 February 2021, Calculus Capital Limited charged £319,639 in management fees, £18,000 (VAT inclusive) in company secretarial fees, and did not contribute to the expenses (2020: charged £264,358 in management fees, £18,000 in company secretarial fees and did not contribute to the expenses cap).
Performance Fees
Pursuant to a performance incentive agreement dated 26 October 2015, Calculus Capital Limited is entitled to a performance incentive fee equal to 20 per cent of Ordinary shareholder (formerly D shareholder) dividends and distributions paid in excess of 105 pence. The board have assessed the likelihood of a performance fee being paid as remote and have thus not made a provision for it in these accounts. In making this assessment the board have taken into account the current performance of the Company, including dividends paid out and the current net asset value attributable to Ordinary shareholders.
Investec Structured Products was appointed as Manager pursuant to an agreement dated 2 March 2010, and their appointment as Manager terminated in February 2017. Certain performance incentive agreements were entered into with Calculus Capital Limited and Investec Structured Products.
Pursuant to a legacy performance incentive agreement between the Company, Calculus Capital Limited and Investec Structured Products dated 2 March 2010, Investec Structured Products and Calculus Capital Limited were each to receive a performance incentive fee payable of an amount equal to 10 per cent of dividends and distributions paid to old ordinary shareholders following the payment of such dividends and distributions provided that such shareholders have received in aggregate distributions of at least 105p per ordinary share (including the relevant distribution being offered). The board assess the likelihood of this hurdle ever being met in the long term as a remote probability, and consequently have not recognised a liability or contingent liability in these financial statements.
A legacy performance incentive agreement between the Company, Calculus Capital Limited and Investec Structured Products dated 7 January 2011 was entered into with reference to the C share class. As one of the performance hurdles has not been met, no incentive fee will ever be paid under this agreement, hence no performance fee has been accrued.
Continuing Appointment of the Manager
The Board keeps the performance of Calculus Capital Limited under continual review. A formal review of the Manager's performance and the terms of their engagement has been carried out and the Board are of the opinion that the continuing appointment of Calculus Capital Limited as Manager is in the interests of shareholders as a whole. The Board is satisfied with the performance of the Company to date. The Board is confident that the VCT qualifying tests will continue to be met.
Financial Risk Management
The principal financial risks and the Company's policies for managing these risks are set out in note 16 to the Accounts.
Going Concern
In assessing the going concern basis of accounting, the Directors have had regard to the guidance issued by the Financial Reporting Council and also the impact caused by COVID-19. As disclosed on page 24 under long term viability, it was concluded that COVID-19 is not expected to have a significant impact in the long term. After making enquiries, and having reviewed the portfolio, balance sheet and projected income and expenditure for a period of twelve months from the date these financial statements were approved, the Directors have a reasonable expectation that the Company has adequate resources to continue in operation for at least the next twelve months. The Directors have assessed whether material uncertainties exist and their potential impact on the Company's ability to continue as a going concern and conclude that no such material uncertainties exist. The Directors have therefore adopted a going concern basis in preparing the Financial Statements.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any emissions producing sources including those within its underlying investment portfolio under part 7 of schedule 7 to the Large and Medium- sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended. Under the Manager's ESG policy, the environmental impact of an investee company is considered at the point of investment.
Annual General Meeting
A formal Notice convening the Annual General Meeting of the Company to be held on 8 July 2021 can be found on pages 73 to 74. As mentioned earlier, in light of the COVID-19 pandemic and the regulations on social distancing the Board is considering contingency plans for the 2021 AGM taking into account the evolving nature of the regulations and announcements from the Financial Reporting Council and the Financial Conduct Authority.
Directors' Responsibilities Statement
The directors are responsible for preparing the Annual Report and the Accounts in accordance with applicable law and regulations.
Company law requires the directors to prepare Accounts for each financial year. Under that law they have elected to prepare the Accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable laws).
Under company law the Directors must not approve the Accounts unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period.
In preparing these Accounts, the directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgments and accounting estimates that are reasonable and prudent;
· state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Accounts; and
· prepare the Accounts on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
· prepare a director's report, a strategic report and director's remuneration report which comply with the requirements of the Companies Act 2006.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Accounts are published on the www.calculuscapital.com website, which is a website maintained by the Company's Manager, Calculus Capital Limited. The maintenance and integrity of the website maintained by Calculus Capital Limited is, so far as it relates to the Company, the responsibility of Calculus Capital Limited. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the Accounts since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the Accounts may differ from legislation in their jurisdiction.
We confirm that to the best of our knowledge:
· the Accounts, prepared in accordance with UK accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
· the Annual Report including the Strategic Report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces.
On behalf of the Board
Jan Ward Chairman
20 May 2021
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company's statutory accounts for the year ended 28 February 2021 and the year ended 29 February 2020 but is derived from those accounts. Statutory Accounts for 2020 have been delivered to the Registrar of Companies, and those for 2021 will be delivered in due course. The Auditor has reported on these accounts; their report was (i) unqualified (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor's report can be found in the Company's full Annual Report and Accounts at https://www.calculuscapital.com/calculus-vct/ .
Income Statement
for the year ended 28 February 2021
Year Ended 28 February 2021 Year Ended 29 February 2020
|
|
|
Revenue Return |
Capital Return |
Total |
Revenue Return |
Capital Return |
Total |
|
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
'000 |
|
Gains/(losses) on investment at fair value |
9 |
- |
404 |
404 |
- |
(329) |
(329) |
|
Gains on disposalofinvestments |
9 |
- |
316 |
316 |
- |
122 |
122 |
|
Realised foreign exchange loss on disposal of investments |
|
- |
(4) |
(4) |
- |
- |
- |
|
Unrealised foreign exchange loss on disposal of investments |
|
- |
- |
- |
- |
(4) |
(4) |
|
Income |
3 |
151 |
- |
151 |
154 |
- |
154 |
|
Investmentmanagementfee |
4 |
(80) |
(240) |
(320) |
(66) |
(198) |
(264) |
|
Other expenses |
5 |
(267) |
- |
(267) |
(239) |
- |
(239) |
|
Profit/(deficit) before taxation |
|
(196) |
476 |
280 |
(151) |
(409) |
(560) |
|
Taxation |
6 |
- |
- |
- |
- |
- |
- |
|
Profit/(deficit) attributable to shareholders |
|
(196) |
476 |
280 |
(151) |
(409) |
(560) |
|
Profit/(deficit) perOrdinaryshare basic and diluted |
8 |
(0.68)p |
1.66p |
0.98p |
(0.69)p |
(1.89)p |
(2.58)p |
All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year.
There is no other comprehensive income as there were no other gains or losses other than those passing through the Income Statement.
The revenue and capital return columns are both prepared in accordance with the AIC SORP.
The notes on pages 58 to 72 form an integral part of these financial statements.
Statement of Changes in Equity for the year ended 28 February 2021
|
|
Share Capital |
Share Premium |
Special Reserve |
Capital redemption |
Capital Reserve |
Capital Reserve |
Revenue Reserve |
Total |
|
£'000 |
£'000 |
£'000 |
Reserve £'000 |
Realised £'000 |
Unrealised |
£'000 |
|
|
|
For the year ended 28 February 2021 |
|
|
|
|
|
|
|
|
|
1 March 2020 |
249 |
10,323 |
8,725 |
57 |
(412) |
(223) |
(1,266) |
17,453 |
|
Investment holding gains |
- |
- |
- |
- |
- |
404 |
- |
404 |
|
Gain on disposal of investments |
- |
- |
- |
- |
316 |
- |
- |
316 |
|
Realised foreign exchange loss on disposal of investments |
- |
- |
- |
- |
(4) |
- |
- |
(4) |
|
Unrealised prior year foreign exchange loss on disposal of investments |
- |
- |
- |
- |
(4) |
4 |
- |
- |
|
New share issue |
66 |
4,241 |
- |
- |
- |
- |
- |
4,307 |
|
Expenses of share issue |
- |
(71) |
- |
- |
- |
- |
- |
(71) |
|
Share buybacks for cancellation |
(1) |
- |
(45) |
1 |
- |
- |
- |
(45) |
|
Management fee allocated to capital |
- |
- |
- |
- |
(240) |
- |
- |
(240) |
|
Change in accrual in IFA trail commission |
- |
6 |
- |
- |
- |
- |
- |
6 |
|
Revenue return after tax |
- |
- |
- |
- |
- |
- |
(196) |
(196) |
|
Dividends paid |
- |
- |
(870) |
- |
- |
- |
- |
(870) |
|
Cancellation of share premium account |
- |
(13,428) |
13,428 |
- |
- |
- |
- |
- |
|
Transfer of previously unrealised losses to realised |
- |
- |
- |
- |
(122) |
122 |
- |
- |
|
28 February 2021 |
314 |
1,071 |
21,238 |
58 |
(466) |
307 |
(1,462) |
21,060 |
Statement of Changes in Equity for the year ended 28 February 2021 (Continued)
|
|
Share Capital |
Share Premium |
Special Reserve |
Capital redemption |
Capital Reserve |
Capital Reserve |
Revenue Reserve |
Total |
|
£'000 |
£'000 |
£'000 |
Reserve £'000 |
Realised £'000 |
Unrealised £'000 |
£'000 |
£'000 |
|
|
For the year ended 29 February 2020 |
|
|
|
|
|
|
|
|
|
1 March 2019 |
184 |
5,584 |
9,488 |
56 |
215 |
(441) |
(1,115) |
13,971 |
|
Investment holding losses |
- |
- |
- |
- |
- |
(329) |
- |
(329) |
|
Gain on disposal of investments |
- |
- |
- |
- |
122 |
- |
- |
122 |
|
Unrealised foreign exchange loss on disposal of investments |
- |
- |
- |
- |
- |
(4) |
- |
(4) |
|
New share issue |
66 |
4,851 |
- |
- |
- |
- |
- |
4,917 |
|
Expenses of share issue |
- |
(76) |
- |
- |
- |
- |
- |
(76) |
|
Share buybacks for cancellation |
(1) |
- |
(54) |
1 |
- |
- |
- |
(54) |
|
Management fee allocated to capital |
- |
- |
- |
- |
(198) |
- |
- |
(198) |
|
Change in accrual in IFA trail commission |
- |
(36) |
- |
- |
- |
- |
- |
(36) |
|
Revenue return after tax |
- |
- |
- |
- |
- |
- |
(151) |
(151) |
|
Dividends paid |
- |
- |
(709) |
- |
- |
- |
- |
(709) |
|
Transfer of previously unrealised losses to realised |
- |
- |
- |
- |
(583) |
583 |
- |
- |
|
Realised of prior year investment holding gains |
- |
- |
- |
- |
32 |
(32) |
- |
- |
|
29 February 2020 |
249 |
10,323 |
8,725 |
57 |
(412) |
(223) |
(1,266) |
17,453 |
|
|
|
|
|
|
|
|
|
|
The notes on pages 58 to 72 an integral part of these financial statements.
Statement of Financial Position at 28 February 2021
|
28 February |
29 February |
||
|
2021 |
2020 |
||
|
Note £'000 |
£'000 |
||
|
Non-current assets |
|
|
|
|
Investments at fair value through profit or loss |
9 |
19,632 |
14,309 |
|
Sales awaiting settlement |
|
- |
88 |
|
Current assets |
|
|
|
|
Debtors |
10 |
119 |
151 |
|
Cash at bank and on deposit |
|
1,562 |
3,156 |
|
Creditors: amount falling due within one year |
|
|
|
|
Creditors |
11 |
(182) |
(160) |
|
Net current assets |
|
1,499 |
3,147 |
|
Non-current liabilities |
|
|
|
|
IFA trail commission |
|
(71) |
(91) |
|
Net assets |
|
21,060 |
17,453 |
|
Capital and reserves |
|
|
|
|
Called-up share capital |
12 |
314 |
249 |
|
Share premium |
|
1,071 |
10,323 |
|
Special reserve |
|
21,238 |
8,725 |
|
Capital redemption reserve |
|
58 |
57 |
|
Capital reserve - realised |
|
(466) |
(412) |
|
Capital reserve - unrealised |
|
307 |
(223) |
|
Revenue reserve |
|
(1,462) |
(1,266) |
|
Equity shareholders' funds |
|
21,060 |
17,453 |
|
Net asset value per Ordinary share - basic and diluted |
13 |
67.08p |
70.20p |
These financial statements were approved and authorised for issue by the Board of Calculus VCT plc 20 May 2021 and were signed on its behalf by:
Jan Ward
Chairman
20 May 2021
The notes on pages 58 to 72 form an integral part of these financial statements.
Statement of Cashflows for the year ended 28 February 2021
|
|
Year Ended |
Year Ended |
|
|
28 February 2021 |
29 February 2020 |
||
|
|
Note |
£'000 |
£'000 |
|
Cash flows from operating activities |
|
|
|
|
Investment income received |
|
180 |
64 |
|
Deposit interest received |
|
3 |
7 |
|
Investment management fees |
|
(308) |
(245) |
|
Other cash payments |
|
(262) |
(246) |
|
Net cash flow from operating activities Cash flow from investing activities Purchase of investments |
14 |
(387)
(5,016) |
(420)
(3,511) |
|
Sale of investments |
|
497 |
496 |
|
Net cash flow from investing activities |
|
(4,519) |
(3,015) |
|
Cash flow from financing activities Ordinary share issue |
|
4,272 |
6,274 |
|
Expense of Ordinary/D share issue |
|
(70) |
(81) |
|
IFA trail commission |
|
(9) |
(7) |
|
Expenses of Neptune-Calculus transaction |
|
- |
(8) |
|
Share buybacks for cancellation |
|
(45) |
(54) |
|
Equity dividend paid |
|
(836) |
(709) |
|
Net cash flow from financing activities |
|
3,312 |
5,415 |
|
(Decrease)/increase in cash and cash equivalents Analysis of changes in cash and cash equivalents Cash and cash equivalents at the beginning of year |
|
(1,594)
3,156 |
1,980
1,176 |
|
Net cash (decrease)/increase |
|
(1,594) |
1,980 |
|
Cash and cash equivalents at the year end |
|
1,562 |
3,156 |
The notes on pages 58 to 72 form an integral part of these financial statements.
Notes to the Financial Statements
1. Company information
The Company is incorporated in England and Wales and operates under the Companies Act 2006 (the Act) and the regulations made under the Act as a public company limited by shares, with registered number 07142153. The registered office of the Company is 104 Park Street, London, W1K 6NF.
2. Accounting Policies Basis of accounting
The Company's financial statements have been prepared under FRS102 "The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland" ('FRS102') and in accordance and with the Statement of Recommended Practice ("the SORP") for Investment Trust Companies and Venture Capital Trusts produced by the Association of Investment Companies ("AIC").
The financial statements are presented in Sterling (£).
Going concern
After reviewing the Company's cashflows and projections, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future (being a period 12 months from the date these financial statements were approved) amid the COVID-19 pandemic. This is primarily due to the large cash reserves raised through new subscription offers every year, the funds raised are invested in accordance with the Company's investment policy and to meet VCT qualification requirements. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
Significant judgements and estimates
Preparations of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made are in the valuation of unquoted investments. The valuation methodologies used when valuing unquoted investments provide a range of possible values. Judgments are made to determine the best valuation methodology in order to ascertain the fair value of unquoted investments. Fair value is calculated within a reasonable range of estimates. Estimates are based on historical experience and other assumptions that are considered reasonable under the circumstances. Hence, investments are measured at fair value in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Further information on fair value of the Company' investments can be found on fair value hierarchy on page 69. The sensitivity analysis in note 16 demonstrates the impact on the portfolio of applying alternative values in the upside and downside.
As at 28 February 2021 the value of unquoted investments included within the Company's investment portfolio was £12,207,447 (2020: £8,118,626).
Investments
The Company has adopted FRS 102, sections 11 and 12, for the recognition and measurement of financial instruments. The Company's business is investing in financial assets with a view to profiting from their total return in the form of increases in fair value. Fair value is the amount for which an asset can be exchanged between knowledgeable, willing parties in an arm's length transaction. The Company manages and evaluates the performance of these investments on a fair value basis in accordance with its investment strategy, and information about the investments is provided on this basis to the Board of directors.
Investments held at fair value through profit or loss are initially recognised at fair value, being the methodology used when assessing that the consideration given was appropriate and excluding transaction or other dealing costs associated with the investment, which are expensed and included in the capital column of the Income Statement.
Gains or losses on investments classified as at fair value through profit or loss are recognised in the capital column of the Income Statement and allocated to the capital reserve - unrealised or realised as appropriate.
All purchases and sales of quoted investments are accounted for on the trade date basis. All purchases and sales of unquoted investments are accounted for on the date that the sale and purchase agreement becomes unconditional.
For quoted investments and money market instruments fair value is established by reference to bid, or last, market prices depending on the convention of the exchange on which the investment is quoted at the close of business on the balance sheet date.
Unquoted investments are valued using an appropriate valuation technique so as to establish what the transaction price would have been at the balance sheet date. Such investments are valued in accordance with the most recent International Private Equity and Venture Capital ("IPEV") guidelines. Primary indicators of fair value are derived from price of recent investments or cost, calibrated with other valuation methods such as earnings or sales multiples, discounted cash flows, or from net assets.
Earnings or sales multiples are tools that evaluate a financial metric as a ratio of another, allowing the comparable analysis of different companies. Relevant multiples are collated from the analysis of appropriate public companies and precedent transactions and applied to both historic and forward-looking sales and earnings, the assumptions of which are based on the Company's forecasts, providing a suitable enterprise value for the respective unquoted investment.
A discounted cash flow is a valuation tool used by the Company to estimate the value of relevant unquoted investments, based on its forecast cash flows. For the unquoted investments, the majority of the present value will be in the terminal value, which captures the value of the investment beyond the forecast period. Predominantly, the Company assumes an earnings or sales multiple, based on comparable company analysis, and applies this to the relevant financial metric for the final year of the investment's forecast. The present value of forecast future cash flows is calculated by using an assumed discount rate of 20-25%, which is a function of the required rate of return over the proposed hold period of the unquoted investments.
Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents does not include liquidity fund investments as the Company does not consider the risk associated with changes in value to be insignificant.
Debtors
Short term debtors are initially measured at transaction price. Subsequent remeasurement deducts any impairment from the transaction price.
Creditors
Short term trade creditors are initially and subsequently measured at the transaction price.
Income
Dividends receivable on equity shares are recognised as revenue on the date on which the shares or units are marked as ex-dividend. Where no ex-dividend date is available, the revenue is recognised when the Company's right to receive it has been established.
Interest receivable from fixed income securities and premiums on loan stock investments and preference shares is recognised using the effective interest rate method. Interest receivable and redemption premiums are allocated to the revenue column of the Income Statement. Provision is made against this income where recovery is doubtful.
Interest receivable on bank deposits is included in the financial statements on an accruals basis.
Other income is credited to the revenue column of the Income Statement when the Company's right to receive the income is established.
Expenses
All expenses are accounted for on an accruals basis. Expenses are charged to the Income Statement as follows:
Expenses are charged through revenue in the Income Statement except as follows:
· costs which are incidental to the acquisition or disposal of an investment are taken to the capital column of the Income Statement.
· expenses are charged to the capital column in the Income Statement where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect investment management fees have been allocated 75 per cent to the capital column and 25 per cent to the revenue column in the Income Statement, being in line with the Board's expected long-term split of returns, in the form of capital gains and revenue respectively, from the investment portfolio of the Company.
· expenses associated with the issue of shares are deducted from the share premium account. Annual IFA trail commission covering a five-year period since share allotment has been provided for in the Accounts as, due to the nature of the Company, it is probable that this will be payable. The commission is apportioned between current and non-current liabilities.
Expenses incurred by the Company in excess of the agreed cap, currently 3 per cent of NAV (excluding irrecoverable VAT, annual trail commission and performance incentive fees), could be clawed back from Calculus Capital Limited. Any clawback is treated as a credit against the expenses of the Company.
Performance fees are recognised as a liability or contingent liability only when the current obligation to pay the performance incentive fee exists. As dividend decisions are discretionary, this obligation is assessed to exist when the dividends already distributed to a share class plus the net assets attributable to that share class would reach the performance hurdle.
Share capital
The share capital reserve contains the nominal value of all shares that have been issued. It is not distributable.
Share premium
The share premium is the excess paid by shareholders on share allotments above the nominal value of the share. There is currently a share premium account on the Ordinary shares issued since 8 December 2020. Share premium created prior to 8 December 2020 was cancelled in order to create a distributable capital reserve. The special reserve was created on the cancellation of the share premium account on 20 October 2010 for original ordinary shares, 23 November 2011 for C shares and 1 November 2017 and 8 December 2020 for the Ordinary share class. All of the special reserve created since November 2017 is now distributable as disclosed below.
Special reserve
The special reserve was created by the cancellation of the original ordinary share fund's share premium account on 20 October 2010. A further cancellation of the share premium account occurred on 23 November 2011 for both the original ordinary share fund and C share fund. A further cancellation of the share premium account occurred on 1 November 2017 and 8 December 2020 for the Ordinary share fund. The special reserve is a distributable reserve created to be used by the Company inter alia to write off losses, fund market purchases of its own shares and make distributions and/or for other corporate purposes.
The Company was formerly an investment company under section 833 of the Companies Act 2006. On 18 May 2011, investment company status was revoked by the Company. This was done in order to allow the Company to pay dividends to shareholders using the special reserve.
Capital redemption reserve
The capital redemption reserve accounts for the amounts by which the issued share capital is reduced through the repurchase and cancellation of the Company's own shares. A resolution is being put to shareholders at the upcoming annual general meeting so that the Company can apply to cancel this reserve and create additional special reserve.
Capital reserve realised
The capital reserve realised discloses the gains and losses on disposal of investments and also 75% of management fees as this is the level associated with the enhancement or maintenance of investments. Profits achieved from this reserve would be distributable.
Capital reserve unrealised
The capital reserve unrealised is the appreciation or depreciation of investments and unrealised exchange gains or losses on outstanding trades. When an investment is sold the related balance in the capital reserve unrealised is transferred to the capital reserve realised.
Revenue reserve
The revenue reserve represents accumulated profit or loss retained by the Company.
Distributable reserves
Distributable reserves are represented by the special reserve, the capital reserve realised and the revenue reserve reduced by negative capital reserve unrealised which total £19,307,485, as at 28 February 2021. From 1 March 2021, £6,178,247 of this amount will be distributable. In accordance with VCT rules, special reserves created from share premium cannot be distributed until three years after the accounting period in which the shares were issued.
Taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the reporting date where transactions or events that result in an obligation to pay more tax in the future have occurred at the reporting date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversals of the underlying timing differences can be deducted. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non- discounted basis.
No taxation liability arises on gains from sales of fixed asset investments by the Company by virtue of its venture capital trust status. However, the net revenue (excluding UK dividend income) accruing to the Company is liable to corporation tax at the prevailing rates.
Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital reserve - realised and a corresponding amount is charged against revenue. The relief is the amount by which corporation tax payable is reduced as a result of capital expenses.
Dividends
Dividends payable to equity shareholders are recognised in the Statement of Changes in Equity in the period which they are paid or have been approved by shareholders in the case of a final dividend and become a liability of the Company.
Interim dividends are recognised when paid. Final dividends are recognised when approved by shareholders at the AGM when they become irrevocable and legally binding.
Share buybacks
The Board considers that the Company should have the ability to purchase its shares in the market with the aim of providing the opportunity for shareholders who wish to sell their shares to do so. Subject to maintaining a level of liquidity in the Company which the Board considers appropriate, it is the intention that such purchases of shares will be made at a price which represents a discount of no greater than 5% (or 10% in respect of buybacks made on or before 28 February 2020) to the most recently published net asset value per share. Shares bought back will be cancelled.
Where shares are purchased for cancellation, the consideration paid, including any directly attributable incremental costs, is deducted from distributable reserves. As required by the Companies Act 2006, the equivalent of the nominal value of shares cancelled is transferred to the capital redemption reserve.
3. Income
|
|
Year Ended |
Year Ended |
|
|
28 February 2021
£'000 |
29 February 2020
£'000 |
||
|
UK unfranked loan stock interest |
143 |
121 |
|
|
Liquidity Fund interest |
4 |
26 |
|
|
Bank interest |
2 |
7 |
|
|
Other interest |
2 |
- |
|
|
|
151 |
154 |
|
All income arose in the United Kingdom.
The Board considered operating segments and considered there to be one, that of investing in financial assets.
4. Investment Management Fee
Year Ended 28 February 2021 Year Ended 29 February 2020
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Investment management fee |
80 |
240 |
320 |
66 |
198 |
264 |
No performance fee was paid during the year or payable at the year end.
For the year ended 28 February 2021, Calculus Capital Limited did not contribute (2020: £nil contributed) to the expenses of the Company as the total expenses did not exceed the expense cap. At 28 February 2021, there was £81,158 due to Calculus Capital Limited for management fees (2020: £69,017 due to Calculus Capital Limited).
Details of the terms and conditions of the investment management agreement are set out in the Directors' Report.
5. Other expenses
|
|
Year Ended 28 February 2021 £'000 |
Year Ended 29 February 2020 £'000
|
|
Directors' fees |
62 |
68 |
|
Calculus secretarial fee (VAT inclusive) |
18 |
18 |
|
Administrator's fees |
38 |
38 |
|
Fees payable to the Company's auditor for the audit of the Company's annual accounts |
36 |
29 |
|
Fees paid to the auditor for permissible audit related services |
- |
6 |
|
Other |
113 |
80 |
|
|
267 |
239 |
Further details of directors' fees can be found in the Directors' Remuneration Report on page 42 to 45 of the Accounts.
6. Taxation
|
|
Year Ended 28 February 2021 |
Year Ended 29 February 2020
|
||||
|
|
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax |
(196) |
476 |
280 |
(151) |
(409) |
(560) |
|
Theoretical tax at UK Corporation Tax rate of 19.0% (2020: 19.0%) |
(37) |
90 |
53 |
(29) |
(78) |
(107) |
|
Timing differences: loss not recognised, carried forward |
37 |
46 |
83 |
29 |
38 |
67 |
|
Effects of non-taxable (gains)/ losses |
|
(136) |
(136) |
- |
40 |
40 |
|
Tax charge |
- |
- |
- |
- |
- |
- |
The Corporation Tax rate was at 19% for the whole of the reporting period.
As at 28 February 2021, the Company had £1,355,646 (29 February 2020: £1,863,227) of excess management expenses to carry forward against future taxable profits.
The Company's deferred tax asset of £257,573 (29 February 2020: £316,749) has not been recognised due to the fact that it is unlikely the excess management expenses will be set off in the foreseeable future.
7. Dividends
|
|
Year Ended |
Year Ended |
|
28 February 2021 |
29 February 2020 |
|
|
£'000 |
£'000 |
|
|
New ordinary shares |
|
|
|
Declared and paid: 3.2p per Ordinary share in respect of the year ended 29 February 2020 (2019: 3.4p) |
870 |
709 |
The Board have proposed an Ordinary share dividend in respect of the year to 28 February 2021 of 3.02 pence per share which, if approved by shareholders, will be paid on the 30 July 2021 to all Ordinary shareholders on the register on 1 July 2021.
The proposed dividend is subject to approval by shareholders at the forthcoming Annual General Meeting and has not been included as a liability in these Accounts.
8. Return per Share (Basic and Diluted)
Year Ended 28 February 2021 Year Ended 29 February 2020
|
|
Revenue pence |
Capital pence |
Total pence |
Revenue pence |
Capital pence |
Total pence |
|
Return per Ordinary share |
(0.68) |
1.66 |
0.98 |
(0.69) |
(1.89) |
(2.58) |
Ordinary share return
Revenue return per Ordinary share is based on the net revenue loss after taxation of £195,904 (2020: £150,950) and on 28,735,205 Ordinary shares, (2020: 21,728,528) being the weighted average number of Ordinary shares in issue during the period.
Capital return per Ordinary share is based on the net capital gain for the period of £475,951 (2020: loss £409,408) and on 28,735,205 Ordinary shares (2020: 21,728,528) being the weighted average number of Ordinary shares in issue during the period.
Total return per Ordinary share is based on the net gain for the period of £280,047 (2020: loss £560,358) and on 28,735,205 Ordinary shares (2020: 21,728,528), being the weighted average number of Ordinary shares in issue during the period.
9. Investments
|
|
Year Ended 28 February 2021
|
|
Year Ended 29 February 2020 |
||||
|
|
VCT Qualifying Investments |
Other Investments |
Total |
|
VCT Qualifying Investments |
Other Investments |
Total |
|
|
|||||||
|
£'000 |
£'000 |
£'000 |
|
£'000 |
£'000 |
£'000 |
|
|
Opening book cost |
8,878 |
5,650 |
14,528 |
|
6,384 |
5,650 |
12,034 |
|
Opening investment holding (losses)/gains |
(237) |
18 |
(219) |
|
(447) |
6 |
(441) |
|
Opening fair value |
8,641 |
5,668 |
14,309 |
|
5,937 |
5,656 |
11,593 |
|
Movements in year: |
|
|
|
|
|
|
|
|
Purchases at cost |
5,016 |
- |
5,016 |
|
3,511 |
- |
3,511 |
|
Sales proceeds |
(411) |
(2) |
(413) |
|
(588) |
- |
(588) |
|
Realised gain/(losses) on sales |
317 |
(1) |
316 |
|
122 |
- |
122 |
|
Prior year unrealised (gains)/losses realised during the year
|
(120) |
(2) |
(122) |
|
- |
- |
- |
|
Increase in investment holding gains/(losses) |
522 |
4 |
526 |
|
(341) |
12 |
(329) |
|
Closing fair value |
13,965 |
5,667 |
19,632 |
|
8,641 |
5,668 |
14,309 |
|
Closing book cost |
13,680 |
5,645 |
19,325 |
|
8,878 |
5,650 |
14,528 |
|
Closing investment holding gains/(losses) |
285 |
22 |
307 |
|
(237) |
18 |
(219) |
|
Closing fair value |
13,965 |
5,667 |
19,632 |
|
8,641 |
5,668 |
14,309 |
The Company sold investments of £413,000 in the year. The book cost of these investments when they were purchased was £209,000. These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.
In the year to 28 February 2021, C4X Discovery had an uplift in fair value of £695,000, Scancells fair value increased by £442,000 and Oxford Biotherapeutics by £367,000. Evoterra which bought the share capital of Terrain Energy and MicroEnergy was written down by £332,000. Also, during the year Arcis was written down by £272,000 and Money Dashboard by £222,000.
Note 16 to the financial statements provides a detailed analysis of investments held at fair value through profit or loss.
10. Debtors
|
|
Year Ended |
Year Ended |
|
|
28 February 2021 |
29 February 2020 |
|
|
£'000 |
£'000 |
|
Current debtors |
|
|
|
Prepayments and accrued income |
119 |
151 |
|
Non Current debtors |
|
|
|
Sales awaiting settlement |
- |
88 |
|
|
119 |
239 |
|
|
|
|
11. Creditors
|
|
Year Ended |
Year Ended |
|
|
28 February 2021 |
29 February 2020 |
|
|
£'000 |
£'000 |
|
Management fees |
81 |
69 |
|
Audit fees |
31 |
29 |
|
Directors' fees |
10 |
10 |
|
Secretarial fees |
5 |
5 |
|
Administrator's fees |
3 |
6 |
|
IFA trail commission |
20 |
15 |
|
Other creditors |
32 |
26 |
|
|
182 |
160 |
12. Share Capital
|
Number of shares |
Ordinary shares |
|
Ordinary shares of 1p each |
|
|
Opening balance 01 March 2020 |
24,862,968 |
|
New issue of Ordinary shares |
6,549,781 |
|
New issue of Ordinary shares via dividend reinvestment scheme |
53,552 |
|
Share buyback Ordinary shares |
(73,209) |
|
Closing balance 28 February 2021 |
31,393,092 |
|
Nominal value |
Ordinary share |
|
|
£'000 |
|
Ordinary shares of 1p each |
|
|
Opening balance 01 March 2020 |
249 |
|
New issue of Ordinary shares |
65 |
|
New issue of Ordinary shares via dividend reinvestment scheme |
1 |
|
Share buyback Ordinary shares |
(1) |
|
Closing balance 28 February 2021 |
314 |
On 3 April 2020, 2,342,066 Ordinary shares were issued for total consideration of £1,544,124. On 31 July 2020, 1,731,817 Ordinary shares were issued for total consideration of £1,136,71, of which, and 52,091 Ordinary shares were issued as part of the Dividend Reinvestment scheme. On 3 September 2020, 798,895 Ordinary shares were issued for a total consideration of £520,100, and 1,461 Ordinary shares were issued as part of the Dividend Reinvestment scheme. On 16 December 2020, 1,729,094 Ordinary shares were issued for total consideration of £1,102,816.
On 18 June 2020 and 22 February 2021, the Company bought back for cancellation, 22,127 and 51,082 Ordinary shares respectfully.
All Ordinary shares are fully paid, rank pari passu and carry one vote per share.
Under the Articles of Association, a resolution for the continuation of the Company as a VCT will be proposed at the Annual General Meeting falling after the tenth anniversary of the last allotment (from time to time) of shares in the Company and thereafter at five-yearly intervals.
13. Net Asset Value per Share
|
|
28 February 2021 £'000 |
29 February 2020 £'000 |
|
Net asset value per Ordinary share
|
67.08p
|
70.20p
|
The basic and diluted net asset value per Ordinary share is based on net assets of £21,059,689 (29 February 2020: £17,453,046) and on 31,393,092 Ordinary shares (29 February 2020: 24,862,968), being the number of Ordinary shares in issue at the end of the year.
14.
Reconciliation of Net Loss before Tax to Cash Flow from Operating Activities
|
|
28 February 2021 £'000 |
29 February 2020 £'000 |
|
Profit/(loss) for the year |
280 |
(560) |
|
(Gains)/losses on investments |
(716) |
211 |
|
Decrease/(increase) in debtors |
32 |
(91) |
|
Increase in creditors |
17 |
20 |
|
Cash flow from operating activities |
(387) |
(420) |
15. Financial Commitments
At 28 February 2021, the Company did not have any financial commitments which had not been accrued for (2020: nil).
16. Financial Instruments
The Company's financial instruments comprise securities and cash and liquid resources that arise directly from the Company's operations.
The principal risks the Company faces in its portfolio management activities are:
· Market price risk
· Liquidity risk
The Company does not have exposure to foreign currency risk.
a) Market price risk
Qualifying Investments
Market risk embodies the potential for losses and includes interest rate risk and price risk.
The management of market price risk is part of the investment management process. The portfolio is managed in accordance with policies in place as described in more detail in the Chairman's Statement and Manager's Review (Qualifying Investments).
The Company's strategy on the management of investment risk is driven by the Company's investment objective as outlined above. Investments in unquoted companies and AIM-traded companies, by their nature, involve a higher degree of risk than investments in the main market. Some of that risk can be mitigated by diversifying the portfolio across business sectors and asset classes.
Interest is earned on cash balances and money market funds and is linked to the banks' variable deposit rates. The Board does not consider interest rate risk to be material. Interest rates arising on loan stock instruments is not considered significant as the main risk on these investments are credit risk and market price risk. The weighted average interest rate earned on the loan stock instruments as at 28 February 2021 was 9.2% (2020: 9.7%).
An analysis of financial assets and liabilities, which identifies the risk of the Company's holding of such items, is provided. The Company's financial assets comprise equity, loan stock, cash and debtors. The interest rate profile of the Company's financial assets is given in the table below:
As at 28 February 2021 As at 29 February 2020
|
|
Fair Value Interest Rate |
Cash Flow Interest Rate |
Fair Value Interest Rate |
Cash Flow Interest Rate |
|
Risk £'000 |
Risk £'000 |
Risk £'000 |
Risk £'000 |
|
|
Loan stock |
1,828 |
- |
1,625 |
- |
|
Money market funds |
- |
5,667 |
- |
5,665 |
|
Cash |
- |
1,562 |
- |
3,156 |
|
|
1,828 |
7,229 |
1,625 |
8,821 |
The variable rate is based on the banks' deposit rate and applies to cash balances held and the money market funds. The benchmark rate which determines the interest payments received on interest bearing cash balances is the Bank of England base rate, which was 0.1 per cent as at 28 February 2021.
Credit risk is considered to be part of market risk.
Where an investment is made in loan stock issued by an unquoted company, it is made as part of an overall equity and debt package. The recoverability of the debt is assessed as part of the overall investment process and is then monitored on an ongoing basis by the Manager who reports to the Board on any recoverability issues.
Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is considered to be small due to the short settlement period involved and the high credit quality of the brokers used. The Board monitors the quality of service provided by the brokers used to further mitigate this risk.
All the assets of the Company which are traded on AIM are held by Investec Wealth & Investment, the Company's custodian. Bankruptcy or insolvency of the custodian may cause the Company's rights with respect to securities held by the custodian to be delayed or limited. The Board and the Manager monitor the Company's risk by reviewing the custodian's internal control reports.
Sensitivity Analysis
The Board considers that the value of investments in equity and loan stock instruments are sensitive to changes to trading performance and the fluctuations of wider public equity markets. Such changes affect the enterprise value of AIM listed and unquoted companies.
In light of COVID-19 we have set the changes to a rate of 25% where as historically we had used a rate of 10%, including the sensitivity analysis for last year.
The sensitivity below has been applied to AIM listed investments with a 25% movement in share price and to unquoted securities valued with reference to market inputs such as multiples of earnings or revenue and discounted cash flows, with a 25% movement in such market input applied.
As at 28 of February 2021, if the AIM listed investments share price had been 25% higher or lower with all other variables held constant, the increase or decrease on net assets at the year end would be £442,407.
As at 28 of February 2021, if the unquoted securities had a 25% increase or decrease in the market input (due to the movement in the quoted securities) with all other variables held constant, the increase or decrease in net assets would be £1,826,027.
The combined total increase or decrease on net assets would be £2,268,434 (2020: £361,057). The increases and decreases are based on the current portfolio value £19,632,249 (2020: £14,309,364). The variance of 25% is the Managers assessment of reasonable possible change in light of recent events. The sensitivity analysis assumes the actual portfolio of investments held by the Company is symmetrically correlated to this overall movement in net assets. However, in reality unquoted companies have other factors which may influence the extent of the valuation change.
b) Liquidity risk
The Company's liquidity risk is managed on an ongoing basis by the Manager. The Company's overall liquidity risks are monitored on a quarterly basis by the Board.
The Company maintains sufficient investments in cash and readily realisable securities to pay accounts payable and accrued expenses as they fall due.
Maturity profile
The carrying value of fixed rate investments in unquoted companies held at 28 February 2021, which is analysed by expected maturity date, is as follows:
|
|
Within 1 year |
Within 1 - 2 years |
Within 2 - 3 years |
Within 3 - 4 years |
Within 4 - 5 years |
More than 5 years |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
As at 28 February 2021 |
|||||||
|
Loan stock |
- |
- |
145 |
1,150 |
533 |
- |
1,828 |
|
|
|
|
|
|
|
|
|
|
As at 29 February 2020 |
|||||||
|
Loan stock |
95 |
- |
- |
280 |
1,250 |
- |
1,625 |
Qualifying investments
The Company's financial instruments include investments in unlisted equity investments which are not traded in an organised public market and which may be illiquid. As a result, the Company may not be able to realise quickly some of its investments at an amount close to their fair value in order to meet its liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness of any particular issuer.
The Board seeks to ensure that an appropriate proportion of the Company's investment portfolio is invested in cash and readily realisable assets, which are sufficient to meet any funding commitments that may arise.
Under its Articles of Association, the Company has the ability to borrow a maximum amount equal to 25 per cent of its gross assets. As at 28 February 2021, the Company had no borrowings.
c) Capital management
The capital structure of the Company consists of cash held and shareholders' equity. Capital is managed to ensure the Company has adequate resources to continue as a going concern, and to maximise the income and capital return to its shareholders, while maintaining a capital base to allow the Company to operate effectively in the market place and sustain future development of the business. To this end the Company may use gearing to achieve its objectives. The Company's assets and borrowing levels are reviewed regularly by the Board.
d) Fair value hierarchy
Investments held at fair value through profit or loss are valued in accordance with IPEV guidelines.
The valuation method used will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEV guidelines.
As required by the Standard, an analysis of financial assets and liabilities, which identifies the risk of the Company's holding of such items, is provided. The Standard requires an analysis of investments carried at fair value based on the reliability and significance of the information used to measure their fair value. In order to provide further information on the valuation techniques used to measure assets carried at fair value, we have categorised the measurement basis into a "fair value hierarchy" as follows:
· Quoted market prices in active markets - "Level 1"
Inputs to Level 1 fair values are quoted prices in active markets for identical assets. Quoted in an active market in this context means quoted prices are readily and regularly available and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted price is usually the current bid price. The Company's investments in AIM quoted equities and money market funds are classified within this category.
· Valued using models with significant observable market parameters - "Level 2"
Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly.
· Valued using models with significant unobservable market parameters - "Level 3"
Inputs to Level 3 fair values are unobservable inputs for the asset. Unobservable inputs may have been used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuation models). As such, unobservable inputs reflect the assumptions the Company considers that market participants would use in pricing the asset. The Company's unquoted equities and loan stock are classified within this category. As explained in note 1, unquoted investments are valued in accordance with the IPEV guidelines.
The table below shows assets measured at fair value categorised into the three levels referred to above. During the year there were no transfers between Levels 1, 2 or 3.
|
|
Financial Assets at Fair Value through Profit or Loss at 28 February 2021 |
|
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Unquoted equity |
- |
- |
10,379 |
10,379 |
|
Quoted equity |
1,758 |
- |
- |
1,758 |
|
Money market funds |
5,667 |
- |
- |
5,667 |
|
Loan stock |
- |
- |
1,828 |
1,828 |
|
|
7,425 |
- |
12,207 |
19,632 |
Financial Assets at Fair Value through Profit
or Loss at 29 February 2020
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Unquoted equity |
- |
- |
6,493 |
6,493 |
|
Quoted equity |
526 |
- |
- |
526 |
|
Money market funds |
5,665 |
- |
- |
5,665 |
|
Loan stock |
- |
- |
1,625 |
1,625 |
|
|
6,191 |
- |
8,118 |
14,309 |
Reconciliation of fair value for level 3 financial instruments held at the year end:
|
|
Level 3 Investments |
|||||
|
|
|
|
|
|||
|
|
Unquoted Equity |
Loan Stock |
Total |
|
||
|
|
£'000 |
£'000 |
£'000 |
|
||
|
|
|
|
|
|
||
|
Fair value as at 29 February 2020 |
6,493 |
1,625 |
8,118 |
|
||
|
|
|
|
|
|
||
|
Purchases at cost |
4,483 |
533 |
5,016 |
|
||
|
|
|
|
|
|
||
|
Disposal Proceeds |
(1) |
(95) |
(96) |
|
||
|
|
|
|
|
|
||
|
Realised losses on disposal |
(2) |
- |
(2) |
|
||
|
|
|
|
|
|
||
|
Prior year unrealised (gains)/losses realised during the period |
(2) |
- |
(2) |
|
||
|
|
|
|
|
|
||
|
Unrealised movement |
(592) |
(235) |
(827) |
|
||
|
|
|
|
|
|
||
|
Fair value as at 28 February 2021 |
10,379 |
1,828 |
12,207 |
|
||
Unquoted investments are valued using an appropriate valuation technique so as to establish what the transaction price would have been at the balance sheet date. Such investments are valued in accordance with the most recent International Private Equity and Venture Capital ("IPEV") guidelines. Primary indicators of fair value are derived from price of recent investments or cost, calibrated with other valuation methods such as earnings or sales multiples, discounted cash flows or from net assets.
Where the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement, information on this sensitivity is mentioned above on page 68. The information used in determination of the fair value of Level 3 investments is chosen with reference to the specific underlying circumstances and position of the investee company.
17. Related Parties' Transactions
John Glencross, a director of the Company, is a director of Calculus Capital Limited and owns 50 per cent of the shares of its holding Company. Calculus Capital Limited receives a Manager's fee from the Company. As disclosed in Note 4, for the year ended 28 February 2021, Calculus Capital Limited earned £319,639 of management fees (2020: £264,358). Calculus Capital Limited also earned a company secretarial fee of £18,000 (2020: £18,000).
Calculus Capital Limited took on the expenses cap on 15 December 2015. In the year to 28 February 2021, Calculus Capital Limited did not contribute towards the expenses of the Company as the expense cap was not reached during the year. (2020: contributed £nil).
18. Transactions with the Manager
John Glencross, a Director of the Company, is Chief Executive and a director of Calculus Capital Limited, the Company's Manager. He does not receive any remuneration from the Company. He is a director of Maven Screen Media Limited and Home Team Content Limited.
In the year to 28 February 2021, Calculus Capital receives fees from certain portfolio companies. The aggregate amounts received by Calculus Capital Limited for any monitoring, provision of a director and arrangement fees, as appropriate, from the investee companies in relation to the Company's investment was as follows:
|
|
2021 |
2020 |
|
|
2021 |
2020 |
|
|
|
|
|
|
|
|
|
Antech Limited |
£536 |
£524 |
|
MIP Diagnostics Limited |
£8,999 |
£0 |
|
Arcis Biotechnology Holdings Limited |
£9,695 |
£180 |
|
Mologic Limited |
£629 |
£719 |
|
Arecor Limited |
£14,896 |
£750 |
|
Money Dashboard Ltd |
£1,507 |
£793 |
|
Blu Wireless Technology Limited |
£3,261 |
£2,641 |
|
Open Energy Market Limited |
£2,520 |
£2,782 |
|
Cloud Trade Technologies Limited |
£4,320 |
£4,213 |
|
Oxford Biotherapeutics Limited |
£6,179 |
£2,325 |
|
Cornerstone Brands Limited |
£2,027 |
£3,240 |
|
Park Street Shipping Limited |
£1,095 |
£1,066 |
|
Duvas Technologies Limited |
£13,380 |
£3,444 |
|
Pico's Limited |
£200 |
£1,115 |
|
eConsult Health Limited |
£17,000 |
£0 |
|
Quai Administration Services Limited |
£2,816 |
£2,185 |
|
Essentia Analytics Limited |
£2,865 |
£3,118 |
|
Raindog Films Limited |
£2,553 |
£14,209 |
|
Every1Mobile Limited |
£7,786 |
£3,518 |
|
Rotageek Limited |
£20,232 |
£0 |
|
Evoterra Limited |
£5,507 |
£6,377 |
|
ThanksBox Limited |
£33,687 |
£0 |
|
Fiscaltec Group Limited* |
£3,039 |
£10,500 |
|
Wazoku Limited |
£7,992 |
£3,150 |
|
Home Team Content Limited |
£47,241 |
£0 |
|
Weeding Technologies Limited |
£2,101 |
£2,026 |
|
IPV Limited |
£2,139 |
£2,361 |
|
WheelRight Limited |
£1,849 |
£964 |
|
Maven Screen Media Ltd |
£9,909 |
£0 |
|
Wonderhood Limited |
£1,941 |
£11,528 |
|
Maze Theory Limited |
£5,348 |
£0 |
|
|
|
|
*100% of this fee relates to the VCT
19. Post balance sheet events
The Company sold its remaining shares in Genedrive on 3 March 2021 for a consideration of £88,021.
Axol Bioscience Ltd, an established provider of stem cells produced from reprogrammed human blood and tissue cells, and CENSO Biotechnologies, a cell biology CRO, merged on the 19 March 2021. The new entity will become a leading provider of product and service solutions in the induced pluripotent stem cell (iPSC)-based neuroscience, immune cell, and cardiac disease modelling, drug discovery and screening within pharma and biotechnology companies. On 1 April 2021, the Company invested £650,906 in CENSO Biotechnologies.
On the 29 March 2020, the company made a £375,000 investment into Invizius. Invizius addresses the side effects of dialysis patients. Currently life expectancy on dialysis is just one-third of normal, and half of patients die from cardiovascular complications. The problem is the immune system sees the dialysis filter as a foreign body, creating inflammation that damages the cardiovascular system over time, and multiple treatments. Invizius's H-Guard™ product is a powerful anti-inflammatory that can be used to coat the filter surface to 'hide' it and prevent an immune response. The innovative technology also has potential for use with devices such as heart and lung machines, stents, and grafts or in organ and cell transplants.
Since the year end the Company has made a further allotment of Ordinary shares. On 1 April 2021, a further 7,103,371 Ordinary shares were allotted at an average price of 65 pence per share.
Cornerstone FS plc was listed on the AIM market on 6 April trading at 61.5 pence per share.
The Company made a follow-on investment of £50,000 into Arcis Biotechnology holdings on 30 April 2021.
On 10 May 2021, the Company's holdings in Open Orphan plc were fully divested for a consideration of £100,000 resulting in a 1.8x return.
In light of the regulations on social distancing, the Board is considering contingency plans for the 2021 AGM taking into account the evolving nature of the regulations and announcements from the Financial Reporting Council and the Financial Conduct Authority. Please refer to the Notice of Meeting from page 73 of this document.
Glossary of Terms
Accumulated Shareholder Value
The sum of the current NAV and cumulative dividends paid to date.
Alternative performance measure (APM)
An Alternative performance measure is a measure of a past or future financial position, performance or cash flows that is not prescribed by the relevant accounting standards.
Annual Yield
This is used to show the real rate of return on the portfolio. The annual yield is calculated by dividing the final proposed dividend over the net asset value per share.
C share fund
The net assets of the Company attributable to the former C shares (including any income and/or revenue arising from or relating to such assets) prior to the merger of the share classes.
D share fund
The net assets of the Company attributable to the D shares (including any income and/or revenue arising from or relating to such assets) prior to the merger of the share classes.
Final Dividend Proposed
The dividend declared or proposed to be distributed among the shareholders of the Company during a financial year which will be paid in the next financial year
IPEV Guidelines
The International Private Equity and Venture Capital Valuation Guidelines published in December 2019, used for the valuation of unquoted investments.
Net Asset Value or NAV per share
Shareholders' funds expressed as an amount per share. Shareholders' funds are the total value of a company's assets, at current market value, having deducted all prior charges at their par value (or at their market value).
Old ordinary share fund
The net assets of the Company attributable to the old Ordinary shares (including any income and/or revenue arising from or relating to such assets) prior to the merger of the share classes.
Ordinary share Fund
The net assets of the Company attributable to the new Ordinary shares (including any income and/or revenue arising from or relating to such assets).
Portfolio Income Yield
The amount of investment income generated by the portfolio during a certain period of time, expressed as a percentage. Portfolio income yield is calculated by dividing the total investment income during the period over the total cost of the portfolio.
Share Price discount
The difference between the share price and the net asset value per share expressed as a percentage.
Total return per share
Total return per share is a non-GAAP Alternative Performance Measure ("APM"). It is taken from the Income Statement on page 53 and is calculated by taking the total profit or loss for the period and dividing by the weighted average number of shares. This has been selected to provide better understanding of the Company's performance over the period on a per share basis.
VCT Value
The value of an investment calculated in accordance with section 278 of the Income Tax Act 2007 (as amended).
Qualifying Investments
An unquoted (or AIM-traded) company which satisfies the requirements of Part 4, Chapter 6 of the Income Tax Act 2007 (as amended).
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