MOBEUS INCOME & GROWTH 2 VCT PLC
LEI: 213800LY62XLI1B4VX35
ANNUAL FINANCIAL RESULTS OF THE COMPANY
FOR THE YEAR ENDED 31 MARCH 2021
Mobeus Income & Growth 2 VCT plc (the "Company") announces the final results for the year ended 31 March 2021. These results were approved by the Board of Directors on 30 June 2021.
You may, in due course, view the Annual Report & Financial Statements, comprising the statutory accounts of the Company by visiting www.mig2vct.co.uk.
FINANCIAL HIGHLIGHTS
As at 31 March 2021:
Net assets: £73.90 million
Net asset value ("NAV") per share: 100.91 pence
-
Net Asset Value ("NAV") total return1 per share was 47.8%.
-
Share Price total return1 per share was 31.2%.
-
Shareholders received a dividend in the year of 7.00 pence per share.
-
A second interim dividend for the year ended 31 March 2021 of 6.00 pence per share will be paid on 30 July 2021. This will increase cumulative dividends paid1 to 122.00 pence per share.
-
Invested £2.37 million into five new growth capital investments and £3.02 million into eight existing portfolio companies.
-
Unrealised gains of £20.59 million in the year from strong portfolio performance.
-
Cash proceeds of £10.91 million realised from disposals of investments generating net gains in the year of £4.77 million.
1
- Definitions of key terms and alternative performance measures("APMs") Key Performance Indicators ("KPIs") shown above and throughout are provided in the Glossary of Terms within the Annual Report & Financial Statements.
PERFORMANCE SUMMARY
The table below shows the recent past performance of the current share class, first raised in 2005/06 at an original subscription price of 100 pence per share, before the benefit of income tax relief. Performance data for all fundraising rounds are shown in the Annual Report & Financial Statements.
R
eporting
date
a
s at
|
Net Assets
(£m)
|
Net Asset Value (NAV) per share
(p)
|
Share price2 (mid-market price)
(p)
|
Cumulative
dividends
paid per share
(p)
|
Cumulative total return1
per share since launch
|
Dividends paid and declared in respect of each year
(p)
|
(NAV Basis)
(p)
|
(Share price basis)
(p)
|
31 March 2021
|
73.90
|
100.91
|
85.50
|
116.00
|
216.91
|
201.50
|
13.003
|
31 March 2020
|
43.57
|
72.99
|
70.50
|
109.00
|
181.99
|
179.50
|
26.00
|
31 March 2019
|
48.73
|
99.60
|
85.50
|
83.00
|
182.60
|
168.50
|
5.00
|
31 March 2018
|
47.60
|
96.54
|
86.50
|
78.00
|
174.54
|
164.50
|
16.00
|
31 March 2017
|
38.06
|
106.70
|
94.50
|
62.00
|
168.70
|
156.50
|
15.00
|
1
- Definitions of key terms and alternative performance measures ("APMs") Key Performance Indicators ("KPIs") shown above and throughout are provided in the Glossary of Terms within the Annual Report & Financial Statements.
2
- Source: Panmure Gordon & Co (mid-market price).
3
- Dividends paid and declared per share in respect of the year ended 31 March 2021 include the second interim dividend of 6.00 pence referred to below.
Dividends payable post year-end in respect of the year ended 31 March 2021
A second interim dividend of 6.00 pence per share, comprising 1.25 pence from income and 4.75 pence from capital is scheduled to be paid to Shareholders on 30 July 2021.
CHAIRMAN'S STATEMENT
I am pleased to present the annual results of Mobeus Income & Growth 2 VCT plc for the year ended 31March 2021.
Overview
This has been an excellent year for Shareholders as, despite the significant and unprecedented challenges resulting from the outbreak of COVID-19 at the start of the year, NAV total return per share for the year was 47.8%, a record annual performance.
This strong performance reflected generally resilient trading across portfolio companies in the challenging business environment created by the Covid pandemic. Many of our investments, particularly in recent early stage growth companies, have an e-commerce business model which has actually seen their growth ambitions accelerate during this period as consumers increasingly switched to online shopping. Driven by these factors, valuations strongly recovered from their nadir at the beginning of the year, leading to a record unrealised gain of 38.5% of the opening NAV by the year-end, a pleasing validation of the Company's investment strategy.
It has also been an active year for corporate transactions with the disposal of four portfolio companies and in the last quarter the notable successful admission to AIM of Virgin Wines and Parsley Box, contributing a further 8.9% to the gain in NAV over the year. We remained an active investor during the period with investment into five new businesses and additional investment support to eight existing portfolio companies.
The Company was well funded throughout the year, following the timely and successful fundraising which completed on 2 April 2020, and the NAV increased to £73.90 million at 31 March 2021 (2020: £43.57 million), including £30.02 million of liquid assets available for future investment and dividend payments.
Overall the trading environment during the year has proved more favourable than initially expected for the majority of our investee companies. Favourable trading conditions emerged for a number of the technology-related companies in the portfolio, particularly for those companies operating with direct-to-consumer business models. Whilst there remains much uncertainty in respect of the spread of variants of the Covid virus and the UK Government's outline road map to ease restrictions is subject to change, your Board is pleased with how well so many portfolio companies have adapted and been able to take advantage of the opportunities that have arisen and with the overall performance achieved.
Further information on investment activity, portfolio valuation movements as well as investment activity after the year-end is presented in the Investment Portfolio section of this Statement and detailed in the Investment Adviser's Review below.
Looking forward, the Investment Adviser continues to report a healthy pipeline of investment opportunities.
Performance
NAV total return, expressed on a pence per share basis, was derived as follows:
|
2021
(pence per share)
|
2020
(pence per share)
|
Net realised and unrealised gains/(losses) on the investment portfolio
|
34.63
|
(3.12)
|
Income from the investment portfolio and liquid assets
|
2.32
|
4.11
|
Share buybacks and adjustments
|
0.07
|
1.12
|
Gross return
|
37.02
|
2.11
|
Less: Investment Adviser's fees and other expenses
|
(2.10)
|
(2.72)
|
Net return
|
34.92
|
(0.61)
|
NAV total return per share
|
47.8%
|
(0.6)%
|
The Company's NAV total return per share for the year was 47.8% (2020: (0.6)%). The share price total return for the year was 31.2% (2020: 12.9%), compared to the NAV return of 47.8%. The difference arises principally from the retrospective timing of NAV announcements, explained more fully in the Strategic Report of the Annual Report under Performance, which also shows the calculations of both the % NAV and % share price total returns referred to above.
The positive NAV total return for the year was primarily due to:
1. Substantial net unrealised gains in portfolio valuations
The Company's performance has demonstrated strong resilience during a challenging year. The unrealised portfolio valuations at the year-end reflect that many of our investee companies benefited from changes in UK consumer and business behaviour, brought on by the pandemic and lockdown restrictions. Despite the continued uncertainty in respect of the pandemic's ultimate effect, both the Board and the Investment Adviser believe that many of these changes have become structural and are unlikely to reverse. Given the unique circumstances caused by COVID-19, as well as the portfolio's valuation at the start of the year being a low point, reflecting the height of COVID-19 uncertainty, the gains in portfolio valuations over the year should be seen as exceptional.
2. Significant realised gains on disposals
The M&A market remained buoyant despite COVID-19 and this produced significant exit activity both in the number and quantum with the Company achieving four portfolio company exits generating a combined realised gain of £3.16 million of the total £4.77 million for the year.
3. Revenue return
The Company's revenue return was £1.02 million for the year (2020: £1.50 million). Despite strong dividend receipts in the current year and several investee companies making good on interest payment holidays provided by the Company, the apparent year-on-year decrease is mainly due to significant investment income received on the disposal of Auction Technology Group which inflated the prior year figure. Shareholders should note that future income returns are expected to be lower than current and prior years.
At the year-end, in the Association of Investment Companies' analysis of NAV Cumulative Total Return Performance,
your Company was ranked 2nd out of 30 Generalist VCTs over ten years and 10th out of 37 Generalist VCTs over five
years, Shareholders should note that these figures do not reflect the fourth quarter NAV per share increase disclosed in the Annual Report.
Target Return
The Board's current target is to achieve an average NAV total return of 8.0% per annum. This year's 47.8% (2020: (0.6)%) has contributed to an average over four years, in excess of the target, of 15.3% per annum.
The Board reminds Shareholders that investment portfolio returns and dividend payments should always be viewed over the longer term.
Dividends
Your Board declared and paid an interim dividend in respect of the year ended 31 March 2021 of 7.00 pence per share on 19 June 2020. A second interim dividend has been declared for the year ended 31 March 2021 of 6.00 pence per share to be paid on 30 July 2021 to Shareholders on the Register of Members as at the record date of 9 July 2021. Following this, total dividends paid to Shareholders in respect of the year ended 31 March 2021 will amount to 13.00 pence per share.
Accordingly, cumulative dividends paid and payable since inception amount to 122.00 pence per share.
The Company's target of paying a regular dividend, at a current level of not less than 5.00 pence per share, in respect of each financial year has been achieved in the last eleven years. However, it should be noted that the evolution of the portfolio to an increased proportion of younger growth capital investments may lead to increased volatility, which could adversely affect the return in any one year. The Board aims to distribute realised profits (such as income and gains from realisations) achieved in a year as dividends. Shareholders should note that the majority of the NAV total return for the current year relates to the unrealised gains of the portfolio, which are not yet distributable.
Besides the annual dividend target above, the Board also considers liquidity and the level of distributable reserves, when determining the timing and amount of any dividend. In addition, Shareholders should also note that there may be circumstances where the Company is required to pay dividends in order to maintain its regulatory status as a VCT, for example, to stay above the minimum 80% percentage of assets required to be held in qualifying investments. To the extent this is necessary, it will reduce the Company's NAV per share correspondingly. These VCT regulatory requirements can also impact the timing and frequency of dividends payments compared to previous distributions.
A chart showing the dividends paid in respect of each of the last five years and cumulative dividends on the same basis is included in the Strategic Report within the Annual Report.
Investment and portfolio performance
The portfolio valuation movements for the year were as follows:
|
£m
|
Portfoliovalue at 31 March 2020
|
21.99
38.54
|
Newandfurtherinvestments
|
5.39
|
Disposalproceeds
|
(10.91)
|
Netrealisedgains
|
4.77
|
Valuation
movements
|
20.59
|
Portfolio
valueat31March 2021
|
41.83
|
During the year, £5.39 million was invested by the Company (2020: £5.19 million), comprising £2.37 million in five new investments and £3.02 million in eight existing portfolio companies (analysed in the Investment Adviser's Review of the Annual Report and explained within Note 8 to the Financial Statements). The portfolio may present opportunities for further investment in the future.
The portfolio has performed strongly during the year. The annual overall value increased by £25.36 million (2020: decrease of £(1.86) million), or 115.3% (2020: (6.2)%) on a like-for-like basis, comprising a net unrealised uplift in portfolio valuations of £20.59 million and £4.77 million in net realised gains. Adjusting for investments purchased and sold in the year together with the net realised and unrealised gains referred to above, the portfolio value is £41.83 million at 31 March 2021.
In the year under review, the portfolio generated net realised gains of £4.77 million. Principal gains were from the full exits of Access IS (£1.40 million), Blaze Signs (£0.78 million), Vectair Holdings (£0.29 million), and Bourn Bioscience (£0.69 million), as well as the partial exits of MPB (£0.75 million) and Parsley Box (£0.79 million).
Combined with loan repayments and other capital receipts, total proceeds of £10.91 million were generated by the Company. The four realised investments, in aggregate, have generated total income and capital proceeds of £11.99 million and £7.64 million in realised gains over original cost which is equivalent to a combined 2.8x return over the life of these investments.
The value of portfolio investments still held increased by a net £20.59 million over the year. Two notable events supporting unrealised returns for Shareholders during the year were the flotations of Virgin Wines and Parsley Box on the AIM market in March 2021, which resulted in significant uplifts in valuation. As part of the Virgin Wines transaction, the Company received repayment of its remaining loan stock, leaving Virgin Wines ungeared. As part of its admission to AIM of Parsley Box, the Company realised part of its equity holding, securing a 4.0x return on the shares sold. There were further substantial increases from MPB Group and EOTH, partially offset by modest valuation falls at RotaGeek, Tapas Revolution and Kudos Innovations.
Since the year-end, the Company has made new and follow-on investments totalling £2.01 million comprising two new investments and three follow-on investments.
Further details on these portfolio movements and transactions are contained in the Investment Adviser's Review of the Annual Report.
Liquidity
At 31 March 2021, the Company had net assets of £73.90 million (2020: £43.57 million), including £41.83 million in investments (2020: £21.99 million) and liquid assets of £30.02 million (2020: £21.81 million) representing 40.6% (2020: 50.1%) of net assets. Post year-end proceeds of £2.07 million have been received in respect of Parsley Box, MPB and Vectair. The Company therefore remains in a strong cash position.
Share Buybacks
During the year, the Company bought back and cancelled 387,471 (2020: 1,128,609) of its own shares, representing 0.7% (2020: 2.3%) of the shares in issue at the beginning of the year, at a total cost of £0.29 million (2020: £0.94 million) inclusive of expenses. It is the Company's policy to cancel all shares bought back in this way. The Board regularly reviews its buyback policy and currently seeks to maintain the discount at which the Company's shares trade at approximately 5% below the latest published NAV. Further details are included in the Strategic Report of the Annual Report.
Board Succession
As explained in the Annual Report last year, the Board are cognisant of the tenure of the Board members. However, the current succession plan and planning are still suspended as a result of COVID-19 and will resume when appropriate. Both Adam and Sally have agreed to remain as directors of the Company through this unprecedented period of disruption.
Shareholder Communications
May I remind you that the Company has its own website containing useful information for Shareholders at:
www.mig2vct.co.uk
.
It is planned to hold a virtual Shareholder event later this year. The details will be notified to Shareholders once finalised and will also be shown on the Company's website.
Environmental, Social and Governance (ESG)
Whilst the requirements under company law to detail ESG matters are not directly applicable to the Company, the Board is conscious of the Company's potential impact on the environment as well as its social and corporate governance responsibilities. The Investment Adviser has presented its ESG strategy to the Board and provides regular updates regarding ESG developments.
Your Board would like to assure Shareholders that ESG matters form a key consideration in investment decisions. The future FCA reporting requirements consistent with the Task Force on Climate-related Financial Disclosures commencing from 1 January 2021 do not currently apply to the Company but will be kept under review, the Board being mindful of any recommended changes.
Shareholder Fraud Warnings
We are aware of a number of cases where Shareholders are being fraudulently contacted or are being subjected to attempts of identity fraud. Shareholders should remain vigilant of all potential financial scams or requests for them to disclose personal data. The Board strongly recommends Shareholders take time to read the Company's Fraud Warning section, including details of who to contact,
contained within the Information for Shareholders section of the Annual Report.
Annual General Meeting
The next Annual General Meeting of the Company will be held at 11.00 am on Wednesday, 8 September 2021. Shareholders should note that they will not be permitted to attend the AGM in person as, at the date of this Report, it is not known whether the Government restrictions on physical meetings will still be in place at that time. The AGM will therefore be held as a closed meeting with Shareholders able to join as attendees by electronic means.
A link to attend the meeting can be found in the Notice of Meeting at the rear of the Annual Report and on the Company's website at: www.mig2vct.co.uk. Once the formal business of the meeting is concluded, a presentation by the Investment Adviser will commence followed by Shareholders' questions.
Shareholders will not be able to vote at the meeting and the Board encourages you to submit your vote by proxy by completing and returning the form enclosed or by electronic submission via the Link Shareholder portal at: www.signalshares.com. Shareholders are also strongly advised to appoint the Chairman of the Meeting as their proxy, as attendance by proxies other than the Board and quorum may not be permitted. Votes must arrive at the Registrar by 11.00 am on Monday, 6 September 2021 to be valid.
The Notice of meeting and an explanation of the resolutions to be proposed can be found in the Annual Report.
Shareholders can also submit any questions about the resolutions to be passed at the AGM using the
agm@mobeus.co.uk email address up to 1 September 2021 and a response will be provided prior to the deadline for lodging proxy votes. You can also register any questions for the AGM by using the same email address or alternatively, use the question facility available during the meeting.
Outlook
The impact of COVID-19 continues to be wide reaching and yet despite this, your Company has experienced its best annual performance since inception. The significant returns for the year have primarily been driven by the reduction of COVID-19 uncertainty in place at the start of the year and, in a majority of cases, the resilient performance of the portfolio. Furthermore, those investee companies with business models aligned to direct-to-consumer sales channels have experienced significant growth during the period and Shareholders should be aware that it is not anticipated that this level of exceptional returns will be maintained. Your Board considers that your Company is well positioned to continue to respond and adapt to the most likely scenarios that can be foreseen at present.
The Investment Adviser is seeing a good pipeline of new and interesting investment opportunities. The successful realisations during the year and the earlier fundraising have given the Company a strong cash position with which to support the existing portfolio and to capitalise on opportunities which may arise for new investments.
Further COVID-19 uncertainties and economic instability may cause global markets and economies to be more volatile in the short-term. Businesses will continue to operate in an uncertain trading environment for the near future as the new UK/EU trade agreement settles in. Prior to the onset of COVID-19, the Company and its portfolio was trading well under its growth strategy and the Board is confident that post COVID-19, this trend will continue in the new operating environment. The companies in the portfolio prepared well in advance for the impact of Brexit and those preparations appear to be working.
However, the Board acknowledges that there continue to be uncertainties resulting from the pandemic, and while these appear more modest compared to a year ago, we remain cautious and measured in our approach.
I would like to take this opportunity once again to thank all Shareholders for your continued support and wish that you and your families remain safe and well.
Ian Blackburn
Chairman
30 June 2021
INVESTMENT POLICY
The Company's policy is designed to meet the Company's Objective:
Investments
The Company invests primarily in a diverse portfolio of UK unquoted companies. Investments are made selectively across a number of sectors, principally in established companies. Investments are usually structured as part loan stock and part equity in order to produce a regular income stream and to generate capital gains from realisations.
There are a number of conditions within the VCT legislation which need to be met by the Company and which may change from time to time. The Company seeks to make investments in accordance with the requirements of prevailing VCT legislation.
Asset allocation and risk diversification policies, including the size and type of investments the Company makes, are determined in part by the requirements of prevailing VCT legislation. No single investment may represent more than 15% (by VCT tax value) of the Company's total investments at the date of investment.
Liquidity
The Company's cash and liquid funds are held in a portfolio of readily realisable interest-bearing investments, deposit and current accounts, of varying maturities, subject to the overriding criterion that the risk of loss of capital be minimised.
Borrowing
The Company's Articles of Association permit borrowings of amounts up to 10% of the adjusted capital and reserves (as defined therein).
However, the Company has never borrowed and the Board would only consider doing so in exceptional circumstances.
INVESTMENT ADVISER'S REVIEW
Overview
The year to 31 March 2021 has been unprecedented in terms of volatility, uncertainty and opportunity which led to the initial value decline and the subsequent recovery. Just before the start of the Company's year, the UK Government had introduced lockdown and social distancing measures in response to the COVID-19 pandemic. These measures had an immediate adverse impact on UK businesses, with many companies experiencing a significant reduction in demand, disruption to their supply chains and restrictions on working practices. Global markets also fell significantly. The valuations of the portfolio companies at the end of March 2020 reflected this position and declined significantly.
Once the immediate impact of lockdown had subsided, the pandemic's continuing influence on businesses became much clearer. It is pleasing that this impact has been much less negative than was initially expected with markets recovering and business activity levels returning quickly to pre COVID-19 levels in most cases. Indeed, a significant proportion have benefited from the structural change in consumer purchasing habits to online models and are now trading above their pre COVID-19 levels. General Retail now comprises over 50% of the portfolio and all these companies have significant direct-to-consumer channels - a business model that has performed well. The majority of the portfolio has therefore demonstrated a high degree of resilience with nearly 80% of companies by number showing revenue and/or earnings progression over the previous year. Software and other technology enabled businesses have also performed strongly and the portfolio has limited exposure to more challenging sectors such as hospitality and travel.
Strong trading activity levels have created investment opportunities for the Company as portfolio companies sought to enhance their positions by building capability in light of demand. A number of further growth capital investments were therefore made into the portfolio over the year. Mobeus continues to review the opportunities for follow-on investments and is in a good position to capitalise on opportunities due to the Company's strong liquidity. M&A sentiment also remained buoyant with a continuing stream of attractive realisations throughout the year. The outlook for both follow-on investment and realisations continues to be positive.
Despite new investment activity being somewhat impacted by lockdown restrictions at the start of the financial year, a total of £2.37 million was invested into five new investments during the year being: Andersen EV, Northern Bloc, Connect Childcare, Vivacity Labs and Caledonian Leisure. Further details can be found below.
Although quoted markets have rallied since the start of the Company's year, the principal driver of the rise in valuations over the recent months has been the strong underlying trading performance. Two significant examples of this have been the flotation of Virgin Wines and Parsley Box on the AIM market in March 2021. The year-end bid prices of these continuing portfolio investments showed a material increase in their values. It should be noted that these two investments now represent a significant proportion (21%) of the portfolio value and so Mobeus continues to monitor these AIM-listed investments carefully. In respect of the rest of the portfolio, it is reassuring to see that the traditional investments, as well as the new growth investments, are continuing to make good progress. A strong track record for the growth investments is now emerging which validates the strategic change arising from the change in VCT rules in 2015. A small number of companies have struggled, but they are in the minority and their impact on overall shareholder return is minimal. Some of these companies, namely Media Business Insight and RDL, have seen a recent uplift in business which suggests a potentially more positive outlook, however it is still early days in their recovery.
We realise that the social and economic consequences of COVID-19 will be with us for some time and the practical impact of Brexit is still emerging with some initial teething issues having been seen. For a number of reasons, challenges such as an emerging shortage of items as diverse as silicon chips and packaging material to lack of container space, may lead to product shortages at some of the portfolio companies. However, the portfolio is well prepared, in robust shape and well placed to respond to the challenges and opportunities that arise going forward.
Overall, the portfolio has demonstrated great resilience and potential. We remain mindful of the macro-economic uncertainties and market volatility but are cautiously optimistic, based upon the evidence of improved trading performance by many constituents of the portfolio.
New and further investments
The Company made new and follow-on investments totalling £5.39 million (2020: £5.19 million), comprising £2.37 million (2020: £4.83 million) into five new investments and £3.02 million (2020: £0.36 million) into eight existing investments. This level of new and follow-on investment is pleasing given that there was effectively a pause in new investment going into the summer months as entrepreneurs temporarily deferred fundraising and a healthy pipeline of suitable opportunities has been seen more recently. The level of follow-on investment into the portfolio has increased as anticipated, which indicates there are opportunities to provide further support to growing portfolio companies that are achieving a strong performance.
New investments during the year
A total of £2.37 million was invested into five new investments during the year, as detailed below:
Company
|
Business
|
Date of Investment
|
Amount of new investment (£m)
|
Andersen EV
|
Electric vehicle chargers
|
June 2020
|
0.22
|
Muller EV Limited (trading as Andersen EV) (andersen-ev.com) is a design led manufacturer of premium electric vehicle (EV) chargers. Incorporated in 2016, this business has secured high profile partnerships with OEMs such as Porsche, establishing an attractive niche position in charging points for the high end EV market. The Company's funds will be used to scale the business through investment in further products and software, sales and marketing and electric vehicle manufacturer partnerships. Given the current strong political and social emphasis on the environment, Andersen is well positioned and has already generated significant growth in sales over 350% for its most recent financial year.
|
Northern Bloc
|
Vegan and plant based ice cream producer
|
December 2020
|
0.30
|
Northern Bloc Ice Cream (northern-bloc.com) is an established food brand in the emerging and rapidly growing vegan market. By focusing on chef quality natural ingredients, Northern Bloc has carved out an early mover position in the vegan ice cream sector. The company's focus on plant-based alternatives has strong environmental credentials as well as it being the first ice cream brand to move wholly into sustainable packaging. The investment is aimed at capitalising on the company's market position and accelerating growth. It has obtained key listings across several large supermarkets and is well placed to benefit from the food service recovery as it continues to secure menu placings. Northern Bloc has doubled its retail store facings in 2020 and saw a 60% increase in retail sales over the year.
|
Connect Childcare
|
Nursery management software provider
|
December 2020
|
0.83
|
Connect Childcare (connectchildcare.com) is a fully integrated nursery management system for childcare providers in the UK. Its market leading Core Connect product provides nurseries and preschools with an enterprise software solution enabling more efficient administrative processes. The investment will be used to drive product marketing, commercialise their new SaaS product, Foundations, as well as support the roll out of a payment facility to its underlying customer base. Supplying 14 of the top 25 largest nursery groups in the UK, the company has strong recurring revenues which have grown 20% for each of the last three years.
|
Vivacity
|
Artificial intelligence & urban traffic control system
|
February 2021
|
0.88
|
Vivacity (vivacitylabs.com) develops camera sensors with on-board video analytics software that enables real-time anonymised data gathering of road transport system usage. It offers city transport authorities the ability to manage their road infrastructure more effectively, enabling more efficient monitoring of congestion and pollution levels as well as planning for other issues, such as the changing nature of road usage (e.g. the increasing number of cyclists). The technology and software represent a significant leap forward for local planning authorities which have traditionally relied upon manual data collection methods. The growth capital funding will allow the management team to achieve deeper penetration of the UK transport management sector, explore opportunities internationally and commercialise its new Smart Junction offering. Revenues have grown 350% over the last three years and it has exceeded its most recent year's budget despite the onset of the COVID-19 pandemic. In April 2021, Vivacity won the Queen's Award for Enterprise: Innovation 2021.
|
Caledonian Leisure
|
UK Leisure and experience breaks
|
March 2021
|
0.14
|
Caledonian Leisure works with accommodation providers, coach businesses and other experienced providers (such as entertainment destinations and theme parks) to deliver to its customers UK-based leisure and experience breaks. It comprises two brands, Caledonian Travel (www.caledoniantravel.com) and UK Breakaways (www.ukbreakaways.com). The domestic leisure and experience travel market has been devastated by the COVID-19 pandemic, but the company is well-placed to expand as lockdown and travel restrictions are eased. This investment, as part of a series of planned investment tranches, will help the company prepare for and capitalise on what is expected to be strong demand for UK staycation holidays.
|
Further investments during the year
A total of £3.02 million was invested into eight existing portfolio companies during the year, as detailed below:
Company
|
Business
|
Date of Investment
|
Amount of further investment (£m)
|
RotaGeek
|
Workforce management software
|
May 2020
|
0.37
|
RotaGeek (rotageek.com) is a provider of cloud-based enterprise software to help larger retail, leisure and healthcare organisations to schedule staff effectively. This investment, alongside funds from a new investor and existing shareholders, will be used to capitalise on opportunities that will emerge as the retail sector recovers from lockdown restrictions. RotaGeek will also be expanding its presence in healthcare to help address the workforce management issues of a sector that is chronically overburdened at present. For the year ended 31 December 2019, revenues have grown over 45% on the prior year with 2020 revenues holding up well despite COVID-19 lockdowns.
|
MyTutor
|
Digital marketplace connecting school pupils to a tutor
|
May 2020
|
0.54
|
MyTutorweb (trading as MyTutor) (mytutor.co.uk) is a digital marketplace that connects school pupils who are seeking private one-to-one tutoring with university students. The business is satisfying a growing demand from both schools and parents to improve pupils' exam results to enhance their academic and career prospects. This further investment, alongside other existing shareholders, seeks to build and reinforce its position as a UK category leader in the online education market as well as to begin to develop a broader, personalised learning product offering. MyTutor has performed strongly over the last 18 months with 70% growth in 2019 and in excess of 190% over the last 12 months. The company has been chosen as Tutoring Partner for the National Tuition Programme where they will directly support 30,000 students in catching up on lost learning as a result of the COVID-19 pandemic. In April 2021, MyTutor was chosen as one of the Tech Nation future Fifty 2021 cohort.
|
Bu
s
ter & Punch
|
Lighting and interiors brand
|
September 2020
|
0.92
|
Buster & Punch (busterandpunch.com) is a premium branded, fast growing business which designs and manufactures a complete range of high-quality functional fittings (lighting, electrical and hardware and other accessories) for the home. The Company first invested in 2017 and since then, the business has delivered consistent high growth, with revenues growing in excess of 65%, and reaching nearly £10 million in 2020. Buster & Punch's products are now sold in 99 countries via both its highly invested ecommerce platform and direct services to consumers, trade and retailers across the world. Buster and Punch also operates flagship showrooms in London, Stockholm and Los Angeles. The new funding will be used to drive the global business plans of this fast-growing luxury interior fashion label with further international expansion into the US and Asia Pacific markets.
|
Preservica
|
Seller of proprietary digital archiving software
|
September 2020
|
0.40
|
Preservica (preservica.com) is a SaaS software business with blue chip customers and strong recurring revenues. It has developed market leading software for the long-term preservation of digital records, ensuring that digital content can remain accessible, irrespective of future changes in technology. This latest investment is to provide additional growth capital to finance the further development of the business. The year to 31 March 2021 saw revenues grow by 30% to £6.1 million and continued strong momentum in customer wins including some very well-known large organisations.
|
Parsley Box
|
Ambient ready meals targeting the over 60s
|
January/March 2021
|
0.22
|
Parsley Box (parsleybox.com) is a UK direct-to-consumer supplier of home delivered, ambient ready meals targeting the over 60s. Founded in 2017, Parsley Box has grown rapidly and has developed a unique meal delivery solution for its customers. The company supplies a diverse range of ambient meals via next day delivery which are easy to store and aim to contribute to a more independent and healthier lifestyle. The company has seen a strong benefit from the COVID-19 pandemic with revenues nearly eight times greater than at the time of the original investment. This further investment will scale the company's marketing strategy, enable it to process larger order volumes and continue to build out its team. The company admitted its shares to trading on AIM on 31 March 2021.
|
Arkk Consulting
|
Regulatory and reporting requirement service provider
|
February 2021
|
0.39
|
Arkk Consulting (trading as Arkk Solutions) (arkksolutions.com) provides services and software to enable organisations to remain compliant with regulatory reporting requirements. Arkk was established in 2009 and currently has over 800 clients across 20 countries. These include more than 80 of the FTSE 350 and half of the largest 20 accountancy firms in the UK. This further investment is to enable continued development of its software to capitalise on HMRC's 'Making Tax Digital' campaign. The company has incorporated artificial intelligence into its product and recurring revenues are now over 50% higher than at the point of the original investment in May 2019.
|
Bleach London
|
Hair colourants brand
|
February 2021
|
0.09
|
Bleach London Holdings ("Bleach London") (bleachlondon.com) is an established, branded, fast growing business which manufactures a range of haircare and colouring products. Bleach London has made sound commercial progress since the VCTs invested in 2019 with its direct-to-consumer channels benefiting greatly from the COVID-19 pandemic. Revenues have grown over 90% ahead of the previous year. This further investment, along with strong support from existing investors, will be used to invest in marketing and infrastructure to enable the business to accelerate its direct-to-consumer channel.
|
Tapas Revolution
|
Spanish restaurant chain
|
March 2021
|
0.09
|
Spanish Restaurant Group Limited (trading as Tapas Revolution) (tapasrevolution.com) is a leading Spanish restaurant chain in the casual dining sector. At initial investment in January 2017 it was operating five sites and, after a further investment round in March 2018, had grown to 12 sites. Tapas was trading well and had a strong outlook up until the onset of COVID-19 which mandated the closure of much of its estate during 2020 in response to the varying patterns of government restrictions. Costs have been controlled well under the circumstances and this further investment is to provide financial headroom through the remaining lockdown period and so as to capitalise on new site acquisition opportunities once the lockdown period has ended.
|
|
|
|
|
|
|
Portfolio valuation movements
The portfolio generated net unrealised gains of £20.59 million during the year. The scale of the valuation increases in the last nine months of the year was underpinned by the Company's growth portfolio, which marks the fruition of a long-standing growth strategy over the last five years. Many companies in the portfolio have direct-to-consumer business models that have been ideally suited to the more physically remote business environment necessitated by COVID-19. Mobeus believes that this has accelerated an existing trend and in many cases the shift in behaviour will prove permanent. Over this period, some older style MBO portfolio companies with similar business practices have also benefited. A few companies have struggled in this environment, and while there remains a possibility such businesses could fail, their value has already been reduced to modest levels, reducing the risk to shareholder value.
The details of valuation increases and reductions are explained below.
Total valuation increases were £21.42 million. The main valuation increases were:
Virgin Wines
|
£6.69 million
|
MPB Group
|
£2.55 million
|
EOTH
|
£1.74 million
|
Wetsuit Outlet
|
£1.37 million
|
Parsley Box
|
£1.29 million
|
Virgin Wines, MPB and Parsley Box have generated record revenues and earnings over the lockdown periods and beyond. All have significantly increased their customer base and there is evidence that these new customers are continuing to be at least as active and profitable as their pre-COVID-19 counterparts. EOTH experienced a very strong end to its financial year, fully recovering to pre-COVID-19 levels of profitability and has strong visibility over future orders. Wetsuit Outlet has seen a marked turnaround in the last year and its performance is likely to further benefit from stronger brand relationships and increased usage by customers of its online channel.
Within total valuation decreases of £(0.83) million, the main reductions were in:
RotaGeek
|
£(0.32) million
|
Tapas Revolution
|
£(0.28) million
|
Kudos Innovations
|
£(0.20) million
|
These companies saw the most significant impact of a sudden decline in demand for their products or services as a result of COVID-19. However, as restrictions are eventually eased, a recovery is anticipated in due course.
The majority of the increase in portfolio value lies in the top 10 companies which represent 70% of the portfolio by value. Year-on-year growth by either revenues or earnings has been seen in all of the top ten companies and it is pleasing to note that nine of these are from the younger, growth portfolio.
The year also saw portfolio company, Jablite, enter voluntary liquidation and is recognised as a realised loss. However, the Company had already received 97% of its investment back via yield and capital repayments. This company was struggling before the impact of COVID-19 and a valuation reduction had already been made. As a result, there has been little impact on shareholder value from this administration process.
Portfolio Realisations
The Company fully realised four investments during the year, receiving a total £7.31 million proceeds and contributed to total proceeds of £10.91 million during the year, as detailed below. In summary, aggregate proceeds generated over the life of these investments were £11.99 million representing a gain over original cost of £7.64 million.
Company
|
Business
|
Period of investment
|
Total cash proceeds over the life of the investment / Multiple over cost
|
Access IS
|
Data capture and scanning hardware
|
October 2015 to August 2020
|
£4.94 million
2.5x cost
|
The Company sold its investment in Tovey Management Limited (trading as Access IS) to ASSA ABLOY AB for proceeds of £4.21 million (realised gain in the year: £1.40 million). Since investment in 2015, the investment has generated cash proceeds of £4.94 million compared to an original investment cost of £1.95 million, which is a multiple on cost of 2.5x and an IRR of 23.4%.
|
Blaze Signs
|
Manufacturer and installer of signs
|
April 2006 to September 2020
|
£3.75 million
2.7x cost
|
The Company sold its investment in Blaze Signs Holdings Limited via a secondary buy out backed by Elaghmore Advisor LLP and has received cash proceeds of £1.44 million (including £0.50 million of dividends) (realised gain in the year: £0.78 million). Over the 14 years this investment was held, cash proceeds of £3.75 million have been received compared to original cost of £1.40 million, which is a multiple of cost of 2.7x and an IRR of 13.5%.
|
Vectair Systems
|
Designer and distributor of washroom products
|
December 2005 to November 2020
|
£2.07 million
8.5x cost
|
The Company sold its investment in Vectair Holdings Limited to a consortium of US investment funds, including Oxbow Industries and Arcspring, and has received proceeds of £1.29 million (including £0.07 million of dividends) (realised gain in the year: £0.29 million). This investment generated proceeds over the life of the investment of £2.07 million compared to original cost of £0.24 million, which is a multiple of cost is 8.5x and an IRR of 22.3%.
|
Bourn Bioscience
|
In vitro fertilisation clinics
|
January 2014 to December 2020
|
£1.24 million
1.6x cost
|
The Company sold its investment in Bourn Bioscience Limited to Canadian acquirer Triangle Capital, and has received cash proceeds of £1.00 million (Including £0.06 million interest upon completion) (realised gain in the year: £0.69 million). This investment generated proceeds over the life of the investment of £1.24 million compared to original cost of £0.76 million, which is a multiple of cost is 1.6x and an IRR of 8.5%.
|
Loan stock repayments and other gains/(losses) in the year
During the year and following the admission of its shares to AIM, the Company received £1.03 million from the partial realisation of its holding in Parsley Box, generating a realised gain of £0.79 million. Over the two years to date this investment has been held, this partial sale generated a multiple of cost of 4.0x on the cost of the shares sold. The Company also received £1.00 million from the partial realisation of MPB Group generating a realised gain of £0.75 million. This partial realisation generated a 7.8x multiple of cost on the cost of the shares sold and was the result of a large private equity investor taking a sizeable equity investment in the company.
Proceeds of £1.51 million were received via loan repayments from BookingTek, Vian Marketing (trading as Red Paddle), End Ordinary Group (trading as Buster & Punch) and Virgin Wines, generating a net realised gain of £0.05 million.
Finally, consideration and realised gains totalling £0.06 million were received in respect of Redline Worldwide and Auction Technology Group, both investments realised in a previous year, and a small realised loss of £(0.04) million was recognised for Virgin Wines due to stamp duty paid upon the admission of shares to AIM.
Portfolio income and yield
During the year under review, the Company received the following amounts in interest and dividend income:
InvestmentPortfolio
Yield
|
2021
£m
|
2020
£m
|
Interestreceivedinthe year
|
0.84
|
2.05
|
Dividendsreceivedin the year
|
0.83
|
0.28
|
Total
portfolioincome
intheyear1
|
1.67
|
2.33
|
Portfolio
valueat31 March
|
41.83
|
21.99
|
Portfolio
IncomeYield
(Incomeasa%of Portfoliovalueat 31 March)
|
4.0%
|
10.6%
|
|
|
|
1
Total portfolio income for the year is generated solely from investee companies within the portfolio. See Note 3 of the Financial Statements for all income receivable by the Company. The fall in interest received is due to a significant interest receipt from the realisation of Auction Technology Group in 2020, partially offset by several investee companies settling interest arrears of payment holidays that were provided by the Company in the final quarter of the 2020 financial year.
The portfolio's contribution to the overall results of the Company is as follows:
InvestmentPortfolio
CapitalMovement
|
2021
£m
|
2020
£m
|
Increaseinthevalueof
unrealisedinvestments
|
21.42
|
1.25
|
Decreaseinthe
valueofunrealised
investments
|
(0.83)
|
(6.88)
|
Netincrease/(decrease)inthe valueofunrealised investments
|
20.59
|
(5.63)
|
Realised
gains
|
4.81
|
3.96
|
Realised
losses
|
(0
.04)
|
(0.19)
|
Netrealisedgainsintheyear
|
4.77
|
3.77
|
Net investment portfolio capital movement in the year
|
25.36
|
(1.86)
|
The portfolio's movements and valuation changes in the year are summarised below:
|
2021
£m
|
2020
£m
|
Openingportfoliovalue
|
21.99
38.
|
30.04
36.
|
Newandfurtherinvestments
|
5.39
|
5.19
|
Disposalproceeds
|
(10.91)
|
(11.38
)
|
Netrealisedgains
|
4.77
|
3.77
|
Unrealised Valuation
movements
|
20.59
|
(5.63)
|
Portfolio
valueat31March
|
41.83
|
21.99
|
New investments after the year-end
The Company made two new investments totalling £1.17 million after the year-end, as detailed below:
Company
|
Business
|
Date of investment
|
Amount of new investment (£m)
|
Legatics
|
SaaS LegalTech software business
|
June 2021
|
0.61
|
Legatics (legatics.com) transforms legal transactions by enabling deal teams to collaborate on and close deals in an interactive online environment. Designed by lawyers to improve legacy working methods and solve practical transactional issues, the legal transaction management platform increases collaboration, efficiency and transparency. As a result, Legatics has been used by around 1,500 companies, and has been procured by more than half of the top global banking and finance law firms, with matters having been hosted in approximately 50 countries. With this new funding round, Legatics will be looking to double the size of its team over the next 18 months and further develop its technology to deliver new features and use cases for a wider range of practice areas within new and existing customers.
|
Vet's Klinic
|
Veterinary clinics
|
June 2021
|
0.56
|
Pets' Kitchen (trading as Vet's Klinic) is an established and profitable veterinary clinic providing veterinary services (vetsklinic.co.uk) as well as a premium pet food provider (vetskitchen.co.uk). Its primary Swindon 'super clinic' is a first opinion veterinary practice where pet owners can schedule consultations online and obtain real time feedback of in-patient care through its own technology platform. Without compromising on quality of care, this model enables a significantly higher transaction per vet compared to the industry average. This new investment will be used to roll out its unique clinic model to other sites across the M4 corridor.
|
|
|
|
|
|
Further investments after the year-end
A total of £0.84 million was invested into three existing portfolio companies after the year-end, as detailed below:
Company
|
Business
|
Date of investment
|
Amount of further investment (£m)
|
Caledonian Leisure
|
UK Leisure and experience breaks
|
April & May 2021
|
0.18
|
Caledonian Leisure works with accommodation providers, coach businesses and other experienced break providers (such as entertainment destinations and theme parks) to deliver to its customers UK-based leisure and experience breaks. It comprises two brands, Caledonian Travel (www.caledoniantravel.com) and UK Breakaways (www.ukbreakaways.com). The domestic leisure and experience travel market has been devastated by the COVID-19 pandemic, but the company is well-placed to expand as lockdown and travel restrictions are eased. This second and third investment, as part of a series of planned investment tranches, will continue to help the company prepare for and capitalise on what is expected to be strong demand for UK staycation holidays.
|
Bella & Duke
|
Premium frozen raw dog food provider
|
May 2021
|
0.61
|
Bella & Duke (bellaandduke.com) is a direct-to-consumer subscription service, providing premium frozen raw dog food to pet owners in the UK. Founded in 2016, the business provides an alternative to standard meal options for dog owners by focusing on the well documented health benefits of a raw food diet. This area is a growing niche in the large and established pet food market and is being driven by the premiumisation of dog food. Alongside a co-investment by the British Growth Fund ("BGF") and existing shareholders, this follow-on investment from the Company will provide additional working capital enabling Bella & Duke to continue to scale.
|
Tapas Revolution
|
Spanish restaurant chain
|
June 2021
|
0.05
|
Tapas Revolution (tapasrevolution.com) is a leading Spanish restaurant chain in the casual dining sector. At initial investment in January 2017, it was operating five sites and, after a further investment round in March 2018, had grown to 12 sites. Tapas was trading well and had a strong outlook up until the onset of COVID-19 which mandated the closure of much of its estate during 2020 in response to the varying patterns of government restrictions. Costs have been controlled well under the circumstances and following additional funding in March, this further investment round is part of a series of planned equity investments. This is to capitalise on new site acquisition opportunities as lockdown restrictions continue to be eased.
|
Environmental, Social, Governance considerations
The Investment Adviser believes that the consideration of environmental, social and corporate governance ("ESG") factors throughout the investment cycle will contribute towards enhanced Shareholder value.
When seeking new investment opportunities, it operates with a list of exclusions which preclude it from investing in any businesses operating in areas perceived to be unsustainable or detrimental to wider society, or any businesses that have committed purposeful breaches of regulation or have engaged in unlawful activity. Once identified, each potential new investment is then subject to a comprehensive due diligence process that encompasses commercial, financial and ESG principles. This process helps in the formulation and agreement of strategic objectives at the stage of business planning and investment. The Investment Adviser then continues to work closely with each portfolio company board to support them in addressing their particular ESG challenges and opportunities, which are diverse across the entire portfolio.
Mobeus Equity Partners LLP is a signatory of the United Nations Principles of Responsible Investment ("PRI"), considered to be the world's leading proponent of responsible investing. As a signatory, it must report to the PRI on an annual basis and is held accountable to worldwide ESG standards. As such, the Investment Adviser continues to develop its policies and procedures with the professional advice of specialist ESG consultants and reports on the development of this ESG framework to the Board on a regular basis.
The statutory environmental disclosures are included in the Directors' Report within the Annual Report.
Outlook
The growth strategy implemented in 2015 is clearly showing signs of bearing fruit with many companies beginning to show significant scale and gaining the interest of public markets and larger secondary investors. The portfolio is in a healthy position with many companies trading well throughout the lockdowns, and several at record levels. It continues to evolve offering a balance of fast-growing and more stable investments at various stages of maturity and scale across a range of diverse market sectors. There is a significant exposure to the direct-to-consumer business model which has underpinned performance during the year. This also gives confidence about the future performance of the portfolio and its ability to cope with other uncertainties, challenges and opportunities associated with Brexit, the macro-economic outlook and the latest and potentially ongoing national lockdowns. The new investment pipeline is recovering to levels seen pre-COVID-19 and capital deployment should continue at an encouraging rate in line with forecast.
The exceptional performance experienced over the last year is likely to moderate over the next 12 months as the level of activity normalises. However the portfolio is in a robust shape and the investment activity levels are promising. Mobeus is therefore cautiously optimistic for the year ahead.
Mobeus Equity Partners LLP
Investment Adviser
30 June 2021
Investment Portfolio Summary
as at 31 March 2021
Qualifying investments
|
Total Book cost at 31 March 2021
|
Valuation at 31 March 2020
|
Change in valuation for year
|
Valuation at 31 March 2021
|
% of net assets by value
|
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
Virgin Wines UK Plc (formerly Virgin Wines Holding Company Limited)1
|
30,541
|
1,426,084
|
6,691,780
|
6,864,072
|
9.3%
|
Online wine retailer
|
|
|
|
|
|
MPB Group Limited
|
1,048,083
|
1,732,661
|
2,547,525
|
4,025,448
|
5.4%
|
Online marketplace for photographic and video equipment
|
|
|
|
|
|
EOTH Limited (trading as Rab and Lowe Alpine)
|
817,185
|
1,404,025
|
1,737,977
|
3,142,002
|
4.3%
|
Branded outdoor equipment and clothing
|
|
|
|
|
|
Preservica Limited
|
1,538,226
|
1,481,372
|
803,577
|
2,689,711
|
3.6%
|
Seller of proprietary digital archiving software
|
|
|
|
|
|
End Ordinary Group Limited (trading as Buster and Punch) (formerly Buster and Punch Holdings Limited)
|
1,231,510
|
587,517
|
1,003,518
|
2,386,154
|
3.2%
|
Industrial inspired lighting and interiors retailer
|
|
|
|
|
|
Bella & Duke Limited
|
1,451,101
|
1,451,101
|
883,728
|
2,334,829
|
3.2%
|
A premium frozen raw dog food provider
|
|
|
|
|
|
My Tutorweb Limited (trading as MyTutor)
|
1,515,891
|
979,834
|
517,336
|
2,033,227
|
2.8%
|
Digital marketplace connecting school pupils seeking one-to-one online tutoring
|
|
|
|
|
|
Parsley Box Group Plc (formerly Parsley Box Limited)2
|
520,549
|
656,770
|
1,294,348
|
1,937,524
|
2.6%
|
Supplier of home delivered, ambient ready meals targeting the over 60s
|
|
|
|
|
|
Data Discovery Solutions Limited (trading as Active Navigation)
|
943,000
|
1,210,232
|
675,768
|
1,886,000
|
2.6%
|
Provider of global market leading file analysis software for information governance, security and compliance
|
|
|
|
|
|
Proactive Group Holdings Inc
|
635,346
|
1,171,946
|
426,572
|
1,598,518
|
2.2%
|
Provider of media services and investor conferences for companies primarily listed on secondary public markets
|
|
|
|
|
|
Manufacturing Services Investment Limited (trading as Wetsuit Outlet)
|
1,412,992
|
39,398
|
1,372,478
|
1,411,876
|
1.9%
|
Online retailer in the water sports market
|
|
|
|
|
|
Arkk Consulting Limited (trading as Arkk Solutions)
|
1,299,865
|
759,233
|
205,514
|
1,355,617
|
1.8%
|
Provider of services and software to enable organisations to remain compliant with regulatory reporting requirements
|
|
|
|
|
|
Vian Marketing Limited (trading as Red Paddle Co)
|
629,255
|
738,934
|
637,145
|
1,250,675
|
1.7%
|
Design, manufacture and sale of stand-up paddleboards and windsurfing sails
|
|
|
|
|
|
Master Removers Group 2019 Limited (trading as Anthony Ward Thomas, Bishopsgate and Aussie Man & Van)
|
251,763
|
126,469
|
979,428
|
1,105,897
|
1.5%
|
A specialist logistics, storage and removals business
|
|
|
|
|
|
Connect Childcare Group Limited
|
828,419
|
-
|
175,883
|
1,004,302
|
1.4%
|
Nursery management software provider
|
|
|
|
|
|
Vivacity Labs Limited
|
876,541
|
-
|
-
|
876,541
|
1.2%
|
Provider of artificial intelligence & urban traffic control systems
|
|
|
|
|
|
Tharstern Group Limited
|
789,815
|
607,310
|
205,005
|
812,315
|
1.1%
|
Software based management information systems to the print sector
|
|
|
|
|
|
Bleach London Holdings Limited
|
539,682
|
561,361
|
133,809
|
789,520
|
1.1%
|
Hair colourants brand
|
|
|
|
|
|
Media Business Insight Holdings Limited
|
1,447,188
|
44,235
|
716,107
|
760,342
|
1.0%
|
A publishing and events business focused on the creative production industries
|
|
|
|
|
|
Rota Geek Limited
|
733,200
|
511,611
|
(324,378)
|
553,833
|
0.7%
|
Workforce management software
|
|
|
|
|
|
IPV Limited
|
535,459
|
535,459
|
-
|
535,459
|
0.7%
|
Provider of media asset software
|
|
|
|
|
|
RDL Corporation Limited
|
1,000,000
|
-
|
367,499
|
367,499
|
0.5%
|
Recruitment consultants for the pharmaceutical, business intelligence and IT industries
|
|
|
|
|
|
CGI Creative Graphics International Limited
|
999,568
|
184,631
|
151,385
|
336,016
|
0.5%
|
Vinyl graphics to global automotive, recreation vehicle and aerospace markets
|
|
|
|
|
|
Northern Bloc Ice Cream Limited
|
303,000
|
-
|
14,369
|
317,369
|
0.4%
|
Supplier of premium vegan ice cream
|
|
|
|
|
|
Spanish Restaurant Group Limited (formerly Ibericos Etc. Limited) (trading as Tapas Revolution)
|
902,498
|
384,823
|
(276,523)
|
198,550
|
0.3%
|
Spanish restaurant chain
|
|
|
|
|
|
Muller EV Limited (trading as Andersen EV)
|
218,000
|
-
|
(36,809)
|
181,191
|
0.2%
|
Provider of premium electric vehicle (EV) chargers
|
|
|
|
|
|
Caledonian Leisure Limited
|
135,852
|
-
|
-
|
135,852
|
0.2%
|
Provider of UK leisure and experience breaks
|
|
|
|
|
|
Kudos Innovations Limited
|
277,950
|
277,950
|
(195,127)
|
82,823
|
0.1%
|
Online platform that provides and promotes academic research dissemination
|
|
|
|
|
|
Jablite Holdings Limited (in members' voluntary liquidation)
|
281,398
|
-
|
37,110
|
37,110
|
0.1%
|
Manufacturer of expanded polystyrene products
|
|
|
|
|
|
Veritek Global Holdings Limited
|
967,780
|
-
|
-
|
-
|
0.0%
|
Maintenance of imaging equipment
|
|
|
|
|
|
Racoon International Group Limited
|
906,935
|
-
|
-
|
-
|
0.0%
|
Supplier of hair extensions, hair care products and training
|
|
|
|
|
|
BookingTek Limited
|
450,283
|
-
|
-
|
-
|
0.0%
|
Software for hotel groups
|
|
|
|
|
|
Oakheath Limited (formerly Super Carers Limited) (in members' voluntary liquidation)
|
384,720
|
-
|
-
|
-
|
0.0%
|
Online platform that connects people seeking home care from experienced independent carers
|
|
|
|
|
|
|
|
|
|
|
|
Realised in year
|
|
|
|
|
|
Tovey Management Limited (trading as Access IS)
|
-
|
2,808,598
|
-
|
-
|
0.0%
|
Provider of data capture and scanning hardware
|
|
|
|
|
|
Vectair Holdings Limited
|
-
|
927,913
|
-
|
-
|
0.0%
|
Designer and distributor of washroom products
|
|
|
|
|
|
Bourn Bioscience Limited
|
-
|
249,843
|
-
|
-
|
0.0%
|
Management of In-vitro fertilisation clinics
|
|
|
|
|
|
Blaze Signs Holdings Limited
|
-
|
157,657
|
-
|
-
|
0.0%
|
Manufacturing and installation of signs
|
|
|
|
|
|
Total qualifying investments
|
25,903,595
|
21,016,967
|
20,745,024
|
41,010,272
|
55.6%3
|
|
|
|
|
|
|
Non-qualifying investments
|
|
|
|
|
|
Media Business Insight Limited
|
561,884
|
672,742
|
(154,953)
|
517,789
|
0.7%
|
A publishing and events business focused on the creative production industries
|
|
|
|
|
|
Manufacturing Services Investment Limited (trading as Wetsuit Outlet)
|
304,000
|
304,000
|
-
|
304,000
|
0.4%
|
Online retailer in the water sports market
|
|
|
|
|
|
365 Agile Group plc (formerly Iafyds plc)
|
254,586
|
-
|
-
|
-
|
0.0%
|
Development of energy saving devices for domestic use
|
|
|
|
|
|
Racoon International Group Limited
|
139,050
|
-
|
-
|
-
|
0.0%
|
Supplier of hair extensions, hair care products and training
|
|
|
|
|
|
Total non-qualifying investments
|
1,259,520
|
976,742
|
(154,953)
|
821,789
|
1.1%
|
|
|
|
|
|
|
Total investment portfolio per note 8
|
27,163,115
|
21,993,709
|
20,590,071
|
41,832,061
|
56.7%
|
Cash and current asset investments4
|
|
21,806,051
|
|
30,019,758
|
40.6%
|
Total investments including cash and current asset investments
|
27,163,115
|
43,799,760
|
20,590,071
|
71,851,819
|
97.3%
|
Other current assets
|
|
150,699
|
|
2,218,906
|
2.9%
|
Current liabilities
|
|
(385,165)
|
|
(171,857)
|
(0.2)%
|
Totals
|
27,163,115
|
|
|
|
|
Net assets at the year-end
|
|
43,565,294
|
|
73,898,868
|
100.0%
|
Total Investment Portfolio split by type
|
|
|
|
|
|
Growth focused portfolio5
|
19,784,370
|
15,164,539
|
12,576,138
|
32,136,918
|
76.8%
|
MBO focused portfolio5
|
7,378,745
|
6,829,170
|
8,013,933
|
9,695,143
|
23.2%
|
Investment Adviser's Total
|
27,163,115
|
21,993,709
|
20,590,071
|
41,832,061
|
100.0%
|
|
|
|
|
|
|
1
Admitted to AIM during the year. Ahead of the Admission to AIM of Virgin Wines on 2 March 2021, the Company's equity investment in Virgin Wines Holding Company Ltd ("VWHCL") had been exchanged for an equity investment in Rapunzel Newco Limited ("RNL"), a company owned by the four Mobeus advised VCTs pro rata to each VCT's share of its investment in Virgin Wines. Immediately prior to Admission, RNL exchanged its equity investment in VWHCL for an equity investment in Virgin Wines UK plc ("VWUK"). The Company is beneficially interested in VWUK, through its holding in RNL. RNL is the legal owner of the shares in VWUK, but each VCT is the beneficial holder. As part of Virgin Wines' admission to AIM, the Company received repayment of its loan stock generating proceeds of £1.25 million.
|
2
Admitted to AIM during the year. On 7 January 2021, a £0.21 million follow-on investment was made into Parsley Box Limited. The enlarged shareholding was admitted to AIM on 31 March 2021. Ahead of the admission to AIM, the Company's equity investment in Parsley Box Limited had been exchanged for an equity investment in Parsley Box Group UK plc. Upon admission to AIM, the Company invested a further £0.01 million and realised proceeds of £1.03 million.
|
3
As at 31 March 2021, the Company held more than 80% of its total investments in qualifying holdings, and therefore complied with the VCT Qualifying Investment test. For the purposes of the VCT qualifying test, the Company is permitted to disregard disposals of investments for twelve months from the date of disposal. It also has up to three years to bring in new funds raised, before these need to be included in the qualifying investment test.
|
4
Disclosed as Current asset investments and Cash at bank within Current assets in the Balance Sheet.
|
5
The growth focused portfolio contains all investments made after the change in the VCT regulations in 2015 plus some investments that are growth in nature made before this date. The MBO focused portfolio contains investments made prior to 2015 as part of the previous MBO strategy.
|
PRINCIPAL RISKS
The Directors acknowledge the Board's responsibilities for the Company's internal control systems and have instigated systems and procedures for identifying, evaluating and managing the significant risks faced by the Company. This includes a key risk management review which takes place at each quarterly Board meeting. Further details of these are contained in the Corporate Governance section of the Directors' Report in the Annual Report.
The risk profile of the Company changed as a result of the changes to the VCT Rules. As the Company's investment focus is on growth capital investments in younger companies it is anticipated that investment returns will be more volatile and will have a higher risk profile. The Board is confident that the Investment Adviser will continue to adapt to changes in investment requirements as has been experienced during the year under review.
The occurrence of the COVID-19 pandemic, whilst creating heightened uncertainty, has not changed the nature of the principal risks. The Board considers that the present processes for mitigating those risks remain appropriate.
During the year, there have been no changes in the number of principal risks. A new emerging risk was identified by the Board which, with the principal risks, is listed below:
Risk
|
Possible consequence
|
How the Board manages risk
|
Political and Economic
|
Events such as the COVID-19 pandemic and resultant restrictions imposed by the Government, an economic recession, the impact of Brexit, a protracted period of political uncertainty and movements in interest rates, could affect trading conditions for smaller companies and consequently the value of the Company's qualifying investments.
|
·
The Board monitors:
(1) the portfolio as a whole to ensure that the Company invests in a diversified portfolio of companies;
(2) developments in the macro-economic environment such as interest rates; and
(3) With regard to COVID-19, the Investment Adviser continues to hold ongoing discussions with all the portfolio companies, ascertaining where support is required. Cash comprises a significant proportion of the net assets of the Company, further to the successful realisations and the fund-raise in 2019/2020 giving the Company a strong liquidity position. The portfolio has a managed exposure to sectors such as leisure, hospitality, retail and travel which are currently more at risk.
|
Investment and Strategic
|
Investment in unquoted small companies can involve a higher degree of risk than investment in larger, and/or fully listed companies and will likely have more variable returns. Smaller companies often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals.
|
·
The Board regularly reviews the Company's investment strategy.
·
Investee companies are carefully selected by the Investment Adviser for recommendation to the Board.
·
The investment portfolio is reviewed by the Board on a regular basis.
·
The Investment Adviser generally appoints a director to the Board of each investee company.
|
Loss of approval as a venture capital trust
|
The Company must comply with section 274 of the Income Tax Act 2007 ("ITA") which allows it to be exempted from capital gains tax on investment gains. Any breach of these rules may lead to the Company losing its approval as a VCT, qualifying Shareholders who have not held their shares for the designated holding period having to repay the income tax relief they obtained and that future dividends paid by the Company becoming subject to tax. The Company would also lose its exemption from corporation tax on capital gains.
|
·
The Board receives regular reports from Philip Hare & Associates LLP ("PHA") who have been retained to undertake an independent VCT status monitoring role.
·
The Company's VCT qualifying status is continually reviewed by the Investment Adviser and the Board.
|
VCT Regulatory Changes
|
The Company is required to comply with frequent changes to the VCT specific regulations relating to European State Aid regulations as enacted by the UK Government which still apply. Non-compliance would result in a loss of VCT status.
|
·
The Board receives advice from PHA in respect of these requirements, including those that may arise from the withdrawal from the EU, and conducts its affairs in order to comply with these requirements.
|
Regulatory
|
The Company is required to comply with the Companies Act, the Listing Rules of the UK Listing Authority and United Kingdom Accounting Standards. Changes to and breaches of any of these might lead to suspension of the Company's Stock Exchange listing, financial penalties or a qualified audit report.
|
·
Regulatory and legislative developments are kept under review by the Company's solicitors and the Board.
|
Financial and operating
|
Failure of the systems at any of the third-party service providers that the Company has contracted with could lead to inaccurate reporting or monitoring. Inadequate controls could lead to the misappropriation or insecurity of assets.
|
·
The Board carries out an annual review of the internal controls in place and reviews the risks facing the Company at each quarterly Board meeting.
·
The Board reviews the performance of the service providers annually.
|
Market
|
Movements in the valuations of the VCT's investments will, inter alia, be connected to movements in UK Stock Market indices.
|
·
The Board receives quarterly valuation reports from the Investment Adviser and remains focused on the investments being at fair value, after considering many factors, including the impact of market movements.
·
The Investment Adviser alerts the Board of any adverse movements.
|
Asset Liquidity
|
The Company's investments may be difficult to realise.
|
·
The Board receives reports from the Investment Adviser and reviews the portfolio at each quarterly Board meeting. It carefully monitors investments where a particular risk has been identified.
|
Market Liquidity
|
Shareholders may find it difficult to sell their shares at a price which is close to the net asset value given the limited secondary market in VCT shares.
|
·
Cyber and Data Security' risk manager. This should instead read 'The Board has a share buyback policy which seeks to mitigate market liquidity risk
|
Cyber and Data Security
|
The Company and its Shareholders may suffer losses in the event of the IT systems at principal suppliers being compromised by cyber attack.
|
·
The Board monitors and seeks assurance from the VCT's principal suppliers in respect of the systems and processes they have adopted to counter these risks.
|
Environmental, Social and Governance Emerging Risk
|
Non-compliance with current and future reporting requirements could lead to a fall in demand from investors. That may affect the level of capital the Company has available to meet its investment objectives.
|
·
ESG and climate change impacts are also taken into account when considering new investment proposals. The Investment Adviser monitors the potential impact on investee companies of any proposed new legislation regarding environmental, social and governance matters and advises and adapts accordingly.
·
The Board recognises that climate change is an important emerging risk that the Company is taking into account in their strategic planning although the Company itself has little direct impact on environmental issues. Measures had been introduced to decrease the amount of travel undertaken prior to the pandemic and working from home and to reduce the cost and environmental impact of providing paper copies of Shareholder correspondence, as mentioned elsewhere in the Annual Report.
|
|
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year and the Directors have elected to prepare the Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for the Company for that period.
In preparing these Financial Statements, the Directors are required to:
●
select suitable accounting policies and then apply them consistently;
●
make judgements and accounting estimates that are reasonable and prudent;
●
state whether the Financial Statements have been prepared in accordance with United Kingdom accounting standards, subject to any material departures disclosed and explained in the Financial Statements;
●
prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business;
●
prepare a Strategic Report, a Director
'
s Report and Directors
'
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 Financial Statements 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.
Website publication
The Directors are responsible for ensuring the Annual Report and the Financial Statements are made available on a website. Financial Statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of Financial Statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the Financial Statements contained therein.
Directors' responsibilities pursuant to Disclosure and Transparency Rule 4 of the UK Listing Authority
The Directors confirm to the best of their knowledge that:
a) the Financial Statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice give a true and fair view of the assets, liabilities, financial position and the profit of the Company; and
b) the Annual 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.
Having taken advice from the Audit Committee, the Board considers the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
Neither the Company nor the Directors accept any liability to any person in relation to the Annual Report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A and schedule 10A of the Financial Services and Markets Act 2000.
For and on behalf of the Board
Ian Blackburn
Chairman
30 June 2021
FINANCIAL STATEMENTS
Income Statement
for
the year ended 31 March 2021
|
|
|
|
Year ended 31 March 2021
|
Year ended 31 March 2020
|
|
|
Notes
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
Net investment portfolio gains/(losses)
|
|
8
|
-
|
25,356,908
|
25,356,908
|
-
|
(1,860,406)
|
(1,860,406)
|
Income
|
|
3
|
1,698,434
|
-
|
1,698,434
|
2,454,166
|
-
|
2,454,166
|
Investment Adviser's fees
|
|
4a
|
(299,284)
|
(897,853)
|
(1,197,137)
|
(275,715)
|
(827,145)
|
(1,102,860)
|
Other expenses
|
|
4d
|
(339,113)
|
-
|
(339,113)
|
(383,905)
|
-
|
(383,905)
|
Profit/(loss) on ordinary activities before taxation
|
|
1,060,037
|
24,459,055
|
25,519,092
|
1,794,546
|
(2,687,551)
|
(893,005)
|
|
|
|
|
|
|
|
|
|
Taxation on profit/(loss) on ordinary activities
|
|
5
|
(43,540)
|
43,540
|
-
|
(292,105)
|
157,158
|
(134,947)
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the year and total comprehensive income
|
1,016,497
|
24,502,595
|
25,519,092
|
1,502,441
|
(2,530,393)
|
(1,027,952)
|
Basic and diluted earnings per ordinary share:
|
|
7
|
1.38p
|
33.37p
|
34.75p
|
2.94p
|
(4.95)p
|
(2.01)p
|
|
|
|
|
|
|
|
|
|
The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the net investment portfolio gains (unrealised gains/(losses) and realised gains on investments) and the proportion of the Investment Adviser's fee and performance fee charged to capital.
The total column is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards ("FRS"). In order to better reflect the activities of a VCT and in accordance with the 2014 Statement of Recommended Practice ("SORP") (updated in October 2019) by the Association of Investment Companies ("AIC"), supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue column of profit attributable to equity shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Section 274 Income Tax Act 2007.
All the items in the above statement derive from continuing operations of the Company. No operations were acquired or discontinued in the year.
|
Balance Sheet
as at 31 March 2021
Company No. 03946235
|
Notes
|
31March 2021
£
|
31March 2020
£
|
Fixed
assets
|
|
41,832,061
|
21,993,709
|
Investmentsatfairvalue
|
8
|
Currentassets
|
|
|
|
Debtorsandprepayments
|
|
2,218,906
|
150,699
|
Currentinvestments
|
9
|
27,633,496
|
19,419,301
|
Cashatbank
|
9
|
2,386,262
|
2,386,750
|
|
32,238,664
|
21,956,750
|
Creditors:amountsfallingduewithinoneyear
|
|
(171,857)
|
(385,165)
|
Netcurrentassets
|
32,066,807
|
21,571,585
|
Netassets
|
73,898,868
|
43,565,294
|
|
|
|
Capitalandreserves
|
|
732,303
|
596,893
|
Calledupsharecapital
|
10
|
Sharepremiumreserve
|
|
21,025,160
|
10,673,405
|
Capitalredemptionreserve
|
|
9,031
|
5,157
|
R
evaluation
reserve
|
|
16,598,524
|
(3,206,720)
|
Specialdistributablereserve
|
|
19,524,067
|
24,090,692
|
R
ealised
capitalreserve
|
|
13,397,234
|
9,809,815
|
R
evenue
reserve
|
|
2,612,549
|
1,596,052
|
EquityShareholders'funds
|
73,898,868
|
43,565,294
|
Basicanddilutednetassetvalueperordinaryshare
|
11
|
100.91p
|
72.99p
|
|
|
|
|
|
Statement of Changes in Equity
for the year ended 31 March 2021
|
|
|
Non-distributable reserves
|
Distributable reserves
|
|
|
|
Called up
|
Share
|
Capital
|
|
Special
|
Realised
|
Revenue
|
|
|
|
share
|
premium
|
redemption
|
Revaluation
|
distributable
|
capital
|
Reserve
|
|
|
|
capital
|
reserve
|
reserve
|
reserve
|
reserve
|
reserve
|
|
Total
|
|
|
|
|
|
|
(Note a)
|
(Note b)
|
(Note b)
|
|
|
Notes
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2020
|
|
596,893
|
10,673,405
|
5,157
|
(3,206,720)
|
24,090,692
|
9,809,815
|
1,596,052
|
43,565,294
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
|
-
|
-
|
-
|
20,590,071
|
-
|
3,912,524
|
1,016,497
|
25,519,092
|
Total comprehensive income for the year
|
|
-
|
-
|
-
|
20,590,071
|
-
|
3,912,524
|
1,016,497
|
25,519,092
|
|
|
|
|
|
|
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
|
|
|
|
|
|
Shares issued under Offer for Subscription (Note c)
|
10
|
139,284
|
10,622,489
|
-
|
-
|
-
|
-
|
-
|
10,761,773
|
Issue costs and facilitation fees on Offer for Subscription (Note c)
|
10
|
-
|
(270,734)
|
-
|
-
|
(230,746)
|
-
|
-
|
(501,480)
|
Shares bought back (Note d)
|
10
|
(3,874)
|
-
|
3,874
|
-
|
(292,568)
|
-
|
-
|
(292,568)
|
Dividends paid
|
6
|
-
|
-
|
-
|
-
|
(2,944,710)
|
(2,208,533)
|
-
|
(5,153,243)
|
Total contributions by and distributions to owners
|
|
135,410
|
10,351,755
|
3,874
|
-
|
(3,468,024)
|
(2,208,533)
|
-
|
4,814,482
|
|
|
|
|
|
|
|
|
|
|
Other movements
|
|
|
|
|
|
|
|
|
|
Realised losses transferred to special reserve (Note a)
|
|
-
|
-
|
-
|
-
|
(1,098,601)
|
1,098,601
|
-
|
-
|
Realisation of previously unrealised gains
|
|
-
|
-
|
-
|
(784,827)
|
-
|
784,827
|
-
|
-
|
Total other movements
|
|
-
|
-
|
-
|
(784,827)
|
(1,098,601)
|
1,883,428
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2021
|
|
732,303
|
21,025,160
|
9,031
|
16,598,524
|
19,524,067
|
13,397,234
|
2,612,549
|
73,898,868
|
|
Notes
|
|
|
|
|
|
|
|
|
|
a): The Company's special reserve is available to fund buybacks of shares as and when it is considered by the Board to be in the interests of shareholders, and to absorb any existing and future realised losses and for other corporate purposes. At 31 March 2021, the Company has a special reserve of £19,524,067, £4,927,215 of which arises from shares issued more than three years ago. Reserves originating from share issues are not distributable under VCT rules if they arise from share issues that are within three years of the end of an accounting period in which shares were issued. The total transfer of £1,098,601 from the realised capital reserve to the special distributable reserve above is the total of realised losses incurred by the Company in the year.
|
|
|
|
|
|
|
|
|
|
|
b): The realised capital reserve and the revenue reserve together comprise the Profit and Loss Account of the Company.
|
|
|
|
|
|
|
|
|
|
|
c): Under an Offer for Subscription launched on 25 October 2019, 13,928,447 ordinary shares were allotted on 2 April 2020, raising net funds of £10,260,293 for the Company. This figure is net of issue costs of £270,734 and facilitation fees of £230,746.
|
|
|
|
|
|
|
|
|
|
|
d): During the year, the Company purchased 387,471 of its own shares at the prevailing market price for a total cost of £292,568, which were subsequently cancelled. This figure is lower than that shown in the Statement of Cashflows of £353,488 due to £60,920 included as a creditor at the previous year-end.
|
|
|
|
|
|
|
|
|
|
|
Statement of Changes in Equity
for the year ended 31 March 2020
|
|
|
Non-distributable reserves
|
Distributable reserves
|
|
|
|
Called up
|
Share
|
Capital
|
|
Special
|
Realised
|
Revenue
|
|
|
|
share
|
premium
|
redemption
|
Revaluation
|
distributable
|
capital
|
Reserve
|
|
|
|
capital
|
reserve
|
reserve
|
reserve
|
reserve
|
reserve
|
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2019
|
|
489,251
|
30,498,349
|
98,089
|
4,357,307
|
4,391,645
|
7,600,987
|
1,294,329
|
48,729,957
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the year
|
|
-
|
-
|
-
|
(5,630,047)
|
-
|
3,099,654
|
1,502,441
|
(1,027,952)
|
Total comprehensive income for the year
|
|
-
|
-
|
-
|
(5,630,047)
|
-
|
3,099,654
|
1,502,441
|
(1,027,952)
|
|
|
|
|
|
|
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
|
|
|
|
|
|
Shares issued via Offer for Subscription
|
|
118,928
|
10,944,747
|
-
|
-
|
|
-
|
-
|
11,063,675
|
Issue costs and facilitation fees on Offer for Subscription
|
|
-
|
(271,342)
|
-
|
-
|
(106,495)
|
-
|
-
|
(377,837)
|
Shares bought back
|
|
(11,286)
|
-
|
11,286
|
-
|
(944,508)
|
-
|
-
|
(944,508)
|
Dividends paid
|
|
-
|
-
|
-
|
-
|
(8,797,809)
|
(3,879,514)
|
(1,200,718)
|
(13,878,041)
|
Total contributions by and distributions to owners
|
107,642
|
10,673,405
|
11,286
|
-
|
(9,848,812)
|
(3,879,514)
|
(1,200,718)
|
(4,136,711)
|
|
|
|
|
|
|
|
|
|
|
Other movements
|
|
|
|
|
|
|
|
|
|
Cancellation of share premium reserve
|
|
-
|
(30,498,349)
|
(104,218)
|
-
|
30,602,567
|
-
|
-
|
-
|
Realised losses transferred to special reserve
|
|
-
|
-
|
-
|
-
|
(1,054,708)
|
1,054,708
|
-
|
-
|
Realisation of previously unrealised gains
|
|
-
|
-
|
-
|
(1,933,980)
|
-
|
1,933,980
|
-
|
-
|
Total other movements
|
|
-
|
(30,498,349)
|
(104,218)
|
(1,933,980)
|
29,547,859
|
2,988,688
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2020
|
|
596,893
|
10,673,405
|
5,157
|
(3,206,720)
|
24,090,692
|
9,809,815
|
1,596,052
|
43,565,294
|
The composition of each of these reserves is explained below:
|
|
|
|
|
|
|
|
|
|
|
Called up share capital
|
The nominal value of shares originally issued, increased for subsequent share issues either via an Offer for Subscription or reduced due to shares bought back by the Company.
|
|
Capital redemption reserve
|
The nominal value of shares bought back and cancelled is held in this reserve, so that the company's capital is maintained.
|
|
Share premium reserve
|
This reserve contains the excess of gross proceeds less issue costs over the nominal value of shares allotted under recent Offers for Subscription.
|
|
Revaluation reserve
|
Increases and decreases in the valuation of investments held at the year-end are accounted for in this reserve, except to the extent that the diminution is deemed permanent. In accordance with stating all investments at fair value through profit and loss (as recorded in Note 8), all such movements through both revaluation and realised capital reserves are shown within the Income Statement for the year.
|
|
Special distributable reserve
|
This reserve is created from cancellations of the balances upon the Share premium reserve, which are transferred to this reserve from time to time. The cost of share buybacks and any realised losses on the sale or impairment of investments (excluding transaction costs) are charged to this reserve. 75% of the Investment Adviser fee expense, and the related tax effect, that are charged to the realised capital reserve are transferred to this reserve. This reserve will also be charged any facilitation payments to financial advisers, which arose as part of the Offer for Subscription.
|
|
Realised capital reserve
|
The following are accounted for in this reserve:
• Gains and losses on realisation of investments;
• Permanent diminution in value of investments;
• Transaction costs incurred in the acquisition and disposal of investments;
• 75% of the Investment Adviser's fee (subsequently transferred to the Special distributable reserve along with the related tax effect) and 100% of any performance fee payable, together with the related tax effect to this reserve in accordance with the policies, and
• Capital dividends paid.
|
|
Revenue reserve
|
|
|
|
|
|
|
|
|
|
Income and expenses that are revenue in nature are accounted for in this reserve as well as 25% of the Investment Advisor fee together with the related tax effect, as well as income dividends paid that are classified as revenue in nature.
|
|
Notes to the Financial Statements
for the year ended 31 March 2021
|
1
|
Company information
|
|
Mobeus Income and Growth 2 VCT plc is a public limited company incorporated in England, registration number 03946235. The registered office is 30 Haymarket, London, SW1Y 4EX.
|
2
|
Basis of preparation
|
|
A summary of the principal accounting policies, all of which have been applied consistently throughout the year are set out at the start of the related disclosure throughout the Notes to the Financial Statements. All accounting policies are included within an outlined box at the top of each relevant Note.
These Financial Statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 ("FRS102"), with the Companies Act 2006 and the 2014 Statement of Recommended practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('the SORP') (updated in October 2019) issued by the Association of Investment Companies ("AIC"). The Financial Statements have been prepared on the historical cost basis except for the modification to a fair value basis for certain financial instruments which are disclosed under FRS102 s11/12 as shown in Note 15 of the Annual Report.
After performing the necessary enquiries, the Directors have undertaken an assessment of the Company's ability to meet its liabilities as they fall due. The Company has significant cash and liquid resources and no external debt or capital commitments. The Company's cash flow forecasts, which consider levels of anticipated new and follow on investment, as well as investment income and annual running cost projections, are discussed at each quarterly Board meeting and, in particular, have been considered in light of the ongoing impact of the COVID-19 pandemic. The Directors have also received assurances that the Company's key suppliers' ability to continue to service the Company has not been materially impacted by the COVID-19 pandemic. Following this assessment, the Directors have a reasonable expectation that the Company will have adequate resources to continue to meet its liabilities for at least 12 months from the date of these Financial Statements. The Directors therefore consider the preparation of these financial statements on a going concern basis to be appropriate.
|
3
|
Income
|
|
Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on unquoted equity shares are brought into account when the Company's right to receive payment is established and there is no reasonable doubt that payment will be received.
Interest income on loan stock is accrued on a daily basis. Provision is made against this income where recovery is doubtful or where it will not be received in the foreseeable future. Where the loan stocks only require interest or a redemption premium to be paid on redemption, the interest and redemption premium is recognised as income or capital as appropriate once redemption is reasonably certain. When a redemption premium is designed to protect the value of the instrument holder's investment rather than reflect a commercial rate of revenue return, the redemption premium is recognised as capital. The treatment of redemption premiums is analysed to consider if they are revenue or capital in nature on a company-by-company basis. Accordingly, the redemption premium recognised in the year ended 31 March 2021 has been classified as capital and has been included within gains on investments.
|
2021
|
2020
|
|
£
|
£
|
Income from bank deposits
|
1,477
|
18,525
|
|
|
|
Income from investments
|
|
|
- from equities
|
830,882
|
275,221
|
- from overseas based OEICs
|
13,522
|
74,318
|
- from UK based OEICs
|
9,281
|
35,975
|
- from loan stock
|
795,761
|
2,049,810
|
- from interest on preference share dividend arrears
|
41,533
|
317
|
|
1,690,979
|
2,435,641
|
|
|
|
Other income
|
5,978
|
-
|
|
|
|
Total income
|
1,698,434
|
2,454,166
|
|
|
|
Total income comprises
|
|
|
Dividends
|
853,685
|
385,514
|
Interest
|
838,771
|
2,068,652
|
Other
|
5,978
|
-
|
|
1,698,434
|
2,454,166
|
Total loan stock interest due but not recognised in the year was £481,136 (2020: £231,708). This increase is due to a number of investee company provisions in light of COVID-19.
|
4
|
Investment Adviser's fees and performance fees
|
|
All expenses are accounted for on an accruals basis.
a)
Investment Adviser's fees
25% of the Investment Adviser's fees are charged to the revenue column of the Income Statement, while 75% is charged against the capital column of the Income Statement. This is in line with the Board's expected long-term split of returns from the investment portfolio of the Company.
100% of any performance incentive fee payable for the year is charged against the capital column of the Income Statement. This is because although the incentive fee is linked to an annual dividend target, it is ultimately based upon the achievement of capital growth.
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
2021
|
2021
|
2021
|
2020
|
2020
|
2020
|
|
£
|
£
|
£
|
£
|
£
|
£
|
Mobeus Equity Partners LLP
|
|
|
|
|
|
|
Investment Adviser's fees
|
299,284
|
897,853
|
1,197,137
|
275,715
|
827,145
|
1,102,860
|
Under the terms of a revised investment management agreement dated 10 September 2010, (as amended and restated on 15 September 2016) Mobeus Equity Partners LLP ("Mobeus") provides investment advisory, administrative and company secretarial services to the Company, for a fee of 2% per annum calculated on a quarterly basis by reference to the net assets at the end of the preceding quarter, plus a fee of £113,589 per annum, the latter being subject to changes in the retail prices index each year. In 2013, Mobeus has agreed to waive such further increases due to indexation, until otherwise agreed with the Board. In accordance with the policy statement published under "Management and Administration" in the Company's prospectus dated 10 May 2000, the Directors have charged 75% of the investment management expenses to the capital account. This is in line with the Board's expectation of the long-term split of returns from the investment portfolio of the Company. From 1 July 2020, the Investment Adviser's fee upon the net funds raised under the 2019/2020 Offer for Subscription from the use of the over-allotment facility of £5 million was reduced from 2.0% to 1.0% per annum for one year. In addition, under the 2019/20 Offer for Subscription, for net funds raised from gross applications in excess of £20 million, the fee was reduced from 2.0% to 0%, also for one year.
Under the terms of the management agreement the total Investment Adviser and administration expenses of the Company excluding any irrecoverable VAT, exceptional costs and any performance incentive fee, are linked to a maximum of 3.6% of the value of the Company's closing net assets. For the year ended 31 March 2021, the expense cap has not been breached (2020: £nil).
The Company is responsible for external costs such as legal and accounting fees, incurred on transactions that do not proceed to completion ("abort expenses") subject to the cap on total annual expenses referred to above.
In accordance with general market practice, the Investment Adviser earned arrangement fees and fees for supplying Directors and/or monitoring services from investee companies. The share of such fees attributable to the investments made by the Company were £137,298 (2020: £129,795) and £177,839 (2020: £175,528) respectively. The fees for supplying directors and/or monitoring services were from 36 (2020: 35) investee companies during the year.
b)
Performance Fees
Performance incentive agreement
The following performance incentive fee arrangement dated 20 September 2005 continues to be in place, and operated as detailed below:
New Ordinary and former C share fund shares
Basis of Calculation
The performance incentive fee payable is calculated as an amount equivalent to 20 per cent of the excess of a "Target rate" comprising:-
i) an annual dividend target (indexed each year for RPI) and
ii) a requirement that any cumulative shortfalls below the annual dividend target must be made up in later years. Any excess is not carried forward, whether a fee is payable for that year or not.
Payment of a fee is also conditional upon the average Net Asset Value ("NAV") per share for each such year equalling or exceeding the average "Base NAV" per share for the same year. Base NAV commenced at £1 per share when C fund shares were first issued in 2005, which is adjusted for subsequent shares issued and bought back.
Any performance fee will be payable annually. It will be reduced to the proportion which the number of "Incentive Fee Shares" represent of the total number of shares in issue at any calculation date. Incentive Fees Shares are the only shares upon which an incentive fee is payable. They will be the number of C fund shares in issue just before the Merger of the two former share classes on 10 September 2010, (which subsequently became Ordinary shares) plus Ordinary shares issued under new fundraisings since the Merger. This total is then reduced by an estimated proportion of the shares bought back by the Company since the Merger, that are attributable to the Incentive Fee Shares.
Clarifications to the agreement
During the year ended 31 March 2016, the Board and the Investment Adviser agreed to confirm and clarify in more detail a number of principles and interpretations applied to the agreement. The principal ones are reflected in the paragraphs above and explained below:-
First, the incentive fee is paid upon dividends paid in a year, not declared and paid in a year, as the original agreement stated. Secondly, the average NAV referred to above is calculated on a daily weighted average basis throughout the year. In turn, this average NAV is compared to a Base NAV that is also calculated on a daily weighted average basis throughout the year. Thirdly, the methodologies to account for new shares issued and buybacks of shares, their inclusion in the incentive fee calculations and to identify the proportion of all shares upon which an incentive fee is payable have been clarified.
Finally, it has been agreed that any excess of cumulative dividends paid over the cumulative annual dividend target is not carried forward, whether a fee is paid for that year or not.
These clarifications have been incorporated into the performance incentive agreement. The Board has been advised that, as these and a number of more minor clarifications, are clarifications of the Incentive Agreement, rather than changes to it, there was no need to seek shareholder approval for them.
Position at 31 March 2021
The cumulative dividends paid fell short of the annual cumulative dividend target at 31 March 2021 by 1.31p per share (£870,089 in aggregate being 90.5% of the total shortfall) at the year-end, (where 90.5% is the proportion of Incentive Fee Shares to the total number of shares in issue at the year-end date) and taking into account the target rate of dividends and the dividends paid to shareholders.
The 6.00 pence annual dividend hurdle was 8.32 pence per share at the year-end after adjustment for RPI. The Base NAV was 99.06 pence per share at the year end and an average of 98.44 pence for the year, compared to an average NAV for the year of 77.66 pence per share.
Therefore no Incentive fee is payable for the year (2020: £Nil).
|
c)
Offer for Subscription fees
|
2021
|
2020
|
|
£m
|
£m
|
Funds raised by the Company
|
10.76
|
11.06
|
Offer costs payable to Mobeus at 3.00% of funds raised by the Company
|
0.32
|
0.33
|
Under the terms of an Offer for Subscription, with the other Mobeus advised VCTs, launched on 25 October 2019, Mobeus was entitled to fees of 3.00% of the investment amount received from investors. This amount totalled £1.74 million across all four VCTs, out of which all the costs associated with the allotment were met, excluding any payments to advisers facilitated under the terms of the Offer.
|
|
d)
Other expenses
Expenses are charged wholly to revenue, with the exception of expenses incidental to the acquisition or disposal of an investment, which are written off to the capital column of the Income Statement or deducted from the disposal proceeds as appropriate.
|
2021
|
2020
|
|
£
|
£
|
Directors' remuneration (including NIC of £5,610 (2020: £6,674)) (Note a)
|
101,610
|
102,674
|
IFA trail commission
|
66,663
|
51,669
|
Broker's fees
|
6,000
|
12,000
|
Auditors' fees - Audit of Company (excluding VAT)
|
30,084
|
29,213
|
- audit related assurance services (Note b) (excluding VAT)
|
6,868
|
6,663
|
Registrar's fees
|
31,076
|
45,052
|
Printing
|
41,232
|
49,776
|
Legal & professional fees
|
4,074
|
34,104
|
VCT monitoring fees
|
8,400
|
8,400
|
Directors' insurance
|
7,378
|
8,269
|
Listing and regulatory fees
|
27,151
|
26,939
|
Sundry
|
8,577
|
9,146
|
Other expenses
|
339,113
|
383,905
|
|
|
|
|
Notes
|
|
|
|
a) See analysis of Directors' fees payable and their interests in the shares of the Company in the Directors' Remuneration Report of the Annual Report, which excludes NIC above. The key management personnel are the three non-executive Directors. The Company has no employees.
b) The audit-related assurance services are in relation to the review of the Financial Statements within the Company's Interim Report. The Audit Committee reviews the nature and extent of these services to ensure that auditor independence is maintained.
|
|
|
|
|
5
|
Taxation on ordinary activities
|
|
The tax expense for the year comprises current tax and is recognised in profit or loss. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.
Any tax relief obtained in respect of Investment Adviser fees allocated to capital is reflected in the realised capital reserve and a corresponding amount is charged against revenue. The tax relief is the amount by which corporation tax payable is reduced as a result of these capital expenses.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the Financial Statements that arise from the inclusion of gains and losses in the tax assessments in periods different from those in which they are recognised in the Financial Statements.
Deferred tax is measured at the average tax rates that are expected to apply in the years in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax is measured on a non-discounted basis.
A deferred tax asset would be recognised only to the extent that it is more likely than not that future taxable profits will be available against which the asset can be utilised.
|
2021
|
2020
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
£
|
a) Analysis of tax charge:
|
|
|
|
|
|
|
UK Corporation tax on profits for the year
|
43,540
|
(43,540)
|
-
|
292,105
|
(157,158)
|
134,947
|
Total current tax charge
|
43,540
|
(43,540)
|
-
|
292,105
|
(157,158)
|
134,947
|
Corporation tax is based on a rate of 19% (2020: 19%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
b) Profit on ordinary activities before tax
|
1,060,037
|
24,459,055
|
25,519,092
|
1,794,546
|
(2,687,551)
|
(893,005)
|
Profit on ordinary activities multiplied by small company rate of corporation tax in the UK of 19% (2020: 19%)
|
201,407
|
4,647,220
|
4,848,627
|
340,964
|
(510,635)
|
(169,671)
|
Effect of:
|
|
|
|
|
|
|
UK dividends
|
(157,867)
|
-
|
(157,867)
|
(52,292)
|
-
|
(52,292)
|
Net investment portfolio (gains)/losses not taxable/deductible
|
-
|
(4,817,813)
|
(4,817,813)
|
-
|
353,477
|
353,477
|
Unrelieved expenditure
|
-
|
127,053
|
127,053
|
3,433
|
-
|
3,433
|
Actual tax charge
|
43,540
|
(43,540)
|
-
|
292,105
|
(157,158)
|
134,947
|
Tax relief relating to Investment Adviser fees is allocated between revenue and capital where such relief can be utilised.
No asset or liability has been recognised for deferred tax in relation to capital gains or losses on revaluing investments as the Company is exempt from corporation tax in relation to capital gains or losses as a result of qualifying as a Venture Capital Trust.
There is no potential liability to deferred tax (2020: £nil). There is an unrecognised deferred tax asset of £24,140 (2020: £Nil). The deferred tax asset relates to unrelieved management expenses and is not recognised because the Company may not generate sufficient taxable income in the foreseeable future to utilise these expenses.
|
|
|
6
|
Dividends paid and payable
|
|
Dividends payable are recognised as distributions in the Financial Statements when the Company's liability to pay them has been established. This liability is established for interim dividends when they are paid, and for final dividends when they are approved by the shareholders, usually at the Company's Annual General Meeting.
A key judgement in applying the above accounting policy is in determining the amount of minimum income dividend to be paid in respect of a year. The Company's status as a VCT means it has to comply with Section 274 of the Income Tax Act 2007, which requires that no more than 15% of the income from shares and securities in a year can be retained from the revenue available for distribution for the year.
Amounts recognised as distributions to equity shareholders in the year:
|
|
|
Dividend
|
Type
|
For year ended 31 March
|
Pence per share
|
Date Paid
|
2021
£
|
2020
£
|
Interim
|
Capital
|
2020
|
8.00p
|
20/09/2019
|
-
|
3,879,514
|
Interim
|
Capital*
|
2020
|
7.00p
|
20/09/2019
|
-
|
3,394,575
|
Interim
|
Income
|
2020
|
2.00p
|
27/03/2020
|
-
|
1,200,718
|
Interim
|
Capital*
|
2020
|
9.00p
|
27/03/2020
|
-
|
5,403,234
|
Interim
|
Capital
|
2021
|
3.00p
|
19/06/2020
|
2,208,533
|
-
|
Interim
|
Capital*
|
2021
|
4.00p
|
19/06/2020
|
2,944,710
|
-
|
|
|
|
|
|
5,153,243
|
13,878,041
|
* These dividends were paid out of the Company's special distributable reserve.
Distributions to equity holders after the year end:
|
|
|
Type
|
For year ended 31 March
|
Pence per share
|
Date payable
|
2021
£
|
2020
£
|
Interim
|
Income
|
2021
|
1.25p
|
30/07/2021
|
915,379
|
-
|
Interim
|
Capital
|
2021
|
4.75p
|
30/07/2021
|
3,478,438
|
-
|
|
|
|
|
|
4,393,817
|
-
|
|
|
|
|
|
|
|
The Board has declared a second interim dividend in respect of the year ended 31 March 2021 of 6.00 pence per share to be paid to Shareholders on 30 July 2021.
Set out below are the total income dividends payable in respect of the financial year, which is the basis on which the requirements of section 274 of the Income Tax Act 2007 are considered.
Recognised income distributions in the financial statements for the year:
|
|
|
|
Dividend
|
Type
|
For year ended 31 March
|
Pence per share
|
Date paid/payable
|
2021
£
|
2020
£
|
Revenue available for distribution by way of dividends for the year
|
1,016,497
|
1,502,441
|
Interim
|
Income
|
2020
|
2.00p
|
27/03/2020
|
-
|
1,200,718
|
Interim
|
Income
|
2021
|
1.25p
|
30/07/2021
|
915,379
|
-
|
|
|
|
|
|
|
|
Total income dividends for the year
|
|
|
|
915,379
|
1,200,718
|
|
|
|
7
|
Basic and diluted earnings per share
|
|
|
2021
|
2020
|
|
£
|
£
|
Total earnings after taxation:
|
25,519,092
|
(1,027,952)
|
Basic and diluted earnings per share (Note a)
|
34.75p
|
(2.01)p
|
Revenue earnings from ordinary activities after taxation
|
1,016,497
|
1,502,441
|
Basic and diluted revenue earnings per share (Note b)
|
1.38p
|
2.94p
|
|
|
|
Net investment portfolio gains
|
25,356,908
|
(1,860,406)
|
Capital Investment Adviser fees (net of taxation)
|
(854,313)
|
(669,987)
|
Total capital earnings
|
24,502,595
|
( 2,530,393)
|
Basic and diluted capital earnings per share (Note c)
|
33.37p
|
(4.95)p
|
Weighted average number of shares in issue in the year
|
73,424,532
|
51,134,517
|
Notes:
a) Basic earnings per share is total earnings after taxation divided by the weighted average number of shares in issue.
b) Basic revenue earnings per share is the revenue return after taxation divided by the weighted average number of shares in issue.
c) Basic capital earnings per share is the total capital return after taxation divided by the weighted average number of shares in issue.
d) There are no instruments that will increase the number of shares in issue in future. Accordingly, the above figures currently represent both basic and diluted returns.
|
|
|
8
|
Investments at fair value
|
|
The most critical estimates, assumptions and judgements relate to the determination of the carrying value of investments at "fair value through profit and loss" (FVTPL). All investments held by the Company are classified as FVTPL and measured in accordance with the International Private Equity and Venture Capital Valuation ("IPEV") guidelines, as updated in December 2018 (as updated by Special Valuation guidance issued in March 2020). This classification is followed as the Company's business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income.
Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional. For investments actively traded on organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time frame determined by the relevant market. Where the terms of a disposal state that consideration may be received at some future date and, subject to the conditionality and materiality of the amount of deferred consideration, an estimate of the fair value discounted for the time value of money may be recognised through the Income Statement. In other cases, the proceeds will only be recognised once the right to receive payment is established and there is no reasonable doubt that payment will be received.
Unquoted investments are stated at fair value by the Directors at each measurement date in accordance with appropriate valuation techniques, which are consistent with the IPEV guidelines:-
i) Each investment is considered as a whole on a 'unit of account' basis, i.e. that the value of each portfolio company is considered as a whole, alongside consideration of:-
The price of new or follow on investments made, if deemed to be made as part of an orderly transaction, are considered to be at fair value at the date of the transaction. The inputs that derived the investment price are calibrated within individual valuation models and at every subsequent quarterly measurement date, are reconsidered for any changes in light of more recent events or changes in the market performance of the investee company. The valuation bases used are the following:
·
a multiple basis. The enterprise value of the investment may be determined by applying a suitable price-earnings ratio, revenue or gross profit multiple to that company's historic, current or forecast post-tax earnings before interest, depreciation and amortisation, or revenue, or gross profit (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Investment Adviser compared to the sector including, inter alia, scale and liquidity).
or:-
·
where a company's underperformance against plan indicates a diminution in the value of the investment, provision against the price of a new investment is made, as appropriate.
ii. Premiums, to the extent that they are considered capital in nature, and that they will be received upon repayment of loan stock investments are accrued at fair value when the Company receives the right to the premium and when considered recoverable.
iii. Where a multiple or the price of recent investment less impairment basis is not appropriate and overriding factors apply, a discounted cash flow, net asset valuation, realisation proceeds, or a weighted average of these bases may be applied.
Capital gains and losses on investments, whether realised or unrealised, are dealt with in the profit and loss and revaluation reserves and movements in the period are shown in the Income Statement. All figures are shown net of any applicable transaction costs incurred by the Company.
All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the Income Statement.
A key judgement made in applying the above accounting policy relates to investments that are permanently impaired. Where the value of an investment has fallen permanently below the price of recent investment, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment Adviser, will agree the values that represent the extent to which an investment loss has become realised. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value.
Accounting standards classify methods of fair value measurement as Levels 1, 2 and 3. This hierarchy is based upon the reliability of information used to determine the valuation. All of the unquoted investments are Level 3, i.e. fair value is measured using techniques using inputs that are not based on observable market data.
Movements in investments during the year are summarised as follows:
|
Traded on AIM
|
Unquoted equity shares
|
Unquoted preference shares
|
Unquoted loan Stock
|
Total
|
|
Level 1
|
Level 3
|
Level 3
|
Level 3
|
|
|
£
|
£
|
£
|
£
|
£
|
Cost at 31 March 2020
|
-
|
15,983,143
|
21,710
|
10,898,798
|
26,903,651
|
Permanent impairment at 31 March 2020
|
-
|
(1,546,240)
|
-
|
(156,982)
|
(1,703,222)
|
Unrealised losses at 31 March 2020
|
-
|
(523,898)
|
(2,681)
|
(2,680,141)
|
(3,206,720)
|
Valuation at 31 March 2020
|
-
|
13,913,005
|
19,029
|
8,061,675
|
21,993,709
|
|
|
|
|
|
|
Purchases at cost
|
-
|
3,530,755
|
323,800
|
1,539,532
|
5,394,087
|
Sale proceeds (Note b)
|
(989,686)
|
(5,869,379)
|
(18,111)
|
(4,035,467)
|
(10,912,643)
|
Reclassification at value (Note c)
|
1,053,891
|
(1,444,155)
|
390,264
|
-
|
-
|
Net realised gains on investments (Note a)
|
751,263
|
3,670,579
|
-
|
344,995
|
4,766,837
|
Net unrealised gains on investments (Note d)
|
7,986,128
|
11,218,571
|
39,773
|
1,345,599
|
20,590,071
|
Valuation at 31 March 2021
|
8,801,596
|
25,019,376
|
754,755
|
7,256,334
|
41,832,061
|
Cost at 31 March 2021
|
551,090
|
16,826,218
|
691,155
|
9,094,652
|
27,163,115
|
Permanent impairment at 31 March 2021 (Note e)
|
-
|
(1,790,358)
|
(170)
|
(139,050)
|
(1,929,578)
|
Unrealised gains/(losses)
|
8,250,506
|
9,983,516
|
63,770
|
(1,699,268)
|
16,598,524
|
Valuation at 31 March 2021
|
8,801,596
|
25,019,376
|
754,755
|
7,256,334
|
41,832,061
|
Net realised gains on investments of £4,766,837 together with net unrealised gains on investments of £20,590,071 equal net investment portfolio gains of £25,356,908 shown on the Income Statement.
A breakdown of the increases and the decreases in unrealised valuations of the portfolio is shown in the Investment Portfolio Summary.
Major movements in investments
Note a) Disposals of investment portfolio companies during the year were:
Company
|
Type
|
Investment Cost
|
Disposal Proceeds
|
Opening Valuation
|
Net realised gain in year
|
|
|
£
|
£
|
£
|
£
|
Tovey Management Limited (trading as Access IS)
|
Realisation
|
1,953,373
|
4,212,094
|
2,808,598
|
1,403,496
|
Parsley Box Group Plc (formerly Parsley Box Limited)
|
Partial realisation
|
255,680
|
1,028,074
|
238,423
|
789,651
|
Blaze Signs Holdings Limited
|
Realisation
|
437,030
|
936,679
|
157,657
|
779,022
|
MPB Group Limited
|
Partial realisation
|
128,148
|
1,000,733
|
254,738
|
745,995
|
Bourn Bioscience Limited
|
Realisation
|
757,101
|
938,066
|
249,843
|
688,223
|
Vectair Holdings Limited
|
Realisation
|
60,293
|
1,220,021
|
927,913
|
292,108
|
End Ordinary Group Limited (trading as Buster & Punch) (formerly Buster and Punch Holdings Limited)
|
Loan repayment
|
129,438
|
129,438
|
129,438
|
-
|
Vian Marketing Limited (trading as Red Paddle Co)
|
Loan repayment
|
87,783
|
125,404
|
125,404
|
-
|
Other capital proceeds*
|
Various
|
1,307,845
|
1,322,134
|
1,253,792
|
68,342
|
|
|
5,116,691
|
10,912,643
|
6,145,806
|
4,766,837
|
*Other capital proceeds contains loan repayments of £1,253,792 and £42,936 from Virgin Wines and BookingTek respectively and £63,794 of contingent consideration from companies realised in previous years, against a stamp duty payment of £38,388 upon the listing of Virgin Wines shares to AIM.
Note b) The sale proceeds shown above of £10,912,643 is £2,073,716 more than that shown on the Statement of Cash Flows of £8,838,927 due to proceeds receivable from the partial realisations of MPB Group Limited and Parsley Box Group Plc (formerly Parsley Box Limited), as well as additional proceeds due from Vectair Holdings Limited. These amounts were recognised as debtors at 31 March 2021.
Note c) The Company's equity investments in Virgin Wines and Parsley Box were admitted to AIM during the year. The amount transferred from Level 3 to Level 1 of £1,053,891 reflects the combined equity value held at the start of the year and a follow-on investment made in the year.
Note d) The major components of the net increase in unrealised valuations of £20,590,071 in the year were increases of £6,691,780 in Virgin Wines UK Plc (formerly Virgin Wines Holding Company Limited), £2,547,525 in MPB Group Limited, £1,737,977 in EOTH Limited, £1,372,478 in Manufacturing Services Investment Limited (trading as Wetsuit Outlet) and £1,294,348 in Parsley Box Group Plc (formerly Parsley Box Limited). These increases were partly offset by falls of £324,378 in Rota Geek Limited, £276,523 in Spanish Restaurant Group Limited (formerly Ibericos Etc. Limited) (trading as Tapas Revolution) and £195,127 in Kudos Innovations Limited.
Note e) During the year, permanent impairments of the cost of investments have increased from £1,703,222 to £1,929,578. The net increase of £226,356 is due to the permanent impairment of one investee company, offset by the disposal of one investee company which had been permanently impaired previously.
|
|
|
9
|
Current asset investments and Cash at bank
|
|
Cash equivalents, for the purposes of the Statement of Cash Flows, comprise bank deposits repayable on up to three months' notice and funds held in OEIC money-market funds. Current asset investments are the same but also include bank deposits that mature after three months. Current asset investments are disposable without curtailing or disrupting the business and are readily convertible into known amounts of cash at their carrying values at immediate of up to one year's notice. Cash, for the purposes of the Statement of Cash Flows is cash held with banks in accounts subject to immediate access. Cash at bank in the Balance Sheet is the same.
|
|
|
2021
|
2020
|
|
|
|
£
|
£
|
OEIC Money market funds (Cash equivalents per Statement of Cash Flows)
|
27,633,496
|
19,419,301
|
Current asset investments
|
27,633,496
|
19,419,301
|
Cash at bank
|
2,386,262
|
2,386,750
|
|
10
|
Called up share capital
|
|
|
2021
|
2020
|
|
£
|
£
|
|
|
|
Allotted, called-up and fully paid:
|
|
|
Ordinary shares of 1p each: 73,230,275 (2020: 59,689,299)
|
732,303
|
596,893
|
Purchased
|
Date of purchase
|
Nominal value
|
|
|
£
|
|
|
|
32,944
|
3 July 2020
|
329
|
68,160
|
28 September 2020
|
682
|
47,195
|
28 September 2020
|
472
|
89,172
|
16 December 2020
|
892
|
150,000
|
10 March 2021
|
1,500
|
387,471
|
|
3,875
|
Under the Offer for Subscription launched on 25 October 2019 an additional 13,928,447 ordinary shares were allotted on 2 April 2020 (2020: 11,892,778) at an average effective offer price of 77.26 pence per share, raising net funds of £10,260,293 (2020: £10,685,838).
During the year the Company repurchased 387,471 (2020: 1,128,609) of its own ordinary shares (representing 0.7% (2020: 2.3%) of the ordinary shares in issue at the start of the year) at the prevailing market price for a total cost of £292,568 (2020: £944,508). These shares were subsequently cancelled by the Company. This figure is lower than that shown in the Statement of Cashflows of £353,488 due to £60,920 included in creditors at the previous year-end.
|
|
|
11
|
Basic and diluted net asset value per share
|
|
|
As at 31 March 2021
|
As at 31 March 2020
|
Net assets
|
£73,898,868
|
£43,565,294
|
Number of ordinary shares in issue
|
73,230,275
|
59,689,299
|
Net asset value per share
|
100.91p
|
72.99p
|
|
|
|
12
13
|
Related party transactions
Directors' remuneration is a related party transaction. Fees paid to the Company's Directors during the year and their interests in shares of the Company are disclosed within the Director's Remuneration Report within the Annual Report. The key management personnel are the three Non-executive Directors. The Company has no employees. There were no amounts outstanding and due to the Directors at 31 March 2021 (2020: £Nil).
Post balance sheet events
|
|
On 1 April 2021, a loan repayment of £0.19 million was received from Vian Marketing Limited (trading as Red Paddle Co).
On 16 April 2021 and 18 May 2021, follow-on equity investments of £0.10 million and £0.07 million respectively were made into Caledonian Leisure Limited, an existing portfolio company.
On 26 May 2021, a follow-on equity investment of £0.61 million was made into Bella & Duke Limited.
On 28 May 2021, a £0.27 million loan repayment was received from MPB Group Limited.
On 22 June 2021, a new equity investment of £0.61 million was made into Legatics Holdings Limited.
On 25 June 2021, a new equity and loan investment of £0.56 million was made into Pets' Kitchen Limited (trading as Vet's Klinic).
On 28 June 2021, a follow-on equity investment of £0.05 million was made into Spanish Restaurant Group Limited (trading as Tapas Revolution).
|
|
|
|
Statutory information
|
|
The financial information set out in these statements does not constitute the Company's statutory accounts for the year ended 31 March 2021 but is derived from those accounts. Statutory accounts will be delivered to the Registrar of Companies after the Annual General Meeting. The auditors have reported on these accounts and their report was unqualified and did not contain a statement under section 498(2) of the Companies Act 2006.
|
|
Annual Report & Financial Statements
|
|
The Annual Report & Financial Statements will be published on the Company's website at www.mig2vct.co.uk shortly and, following the adoption of electronic communications by the Company, Shareholders will shortly receive notification from the Company on how to download a pdf of the Report from the website. Shareholders and members of the public who wish to receive a hard copy of the Annual Report, may request a copy by writing to the Company Secretary, Mobeus Equity Partners LLP by email at vcts@mobeus.co.uk.
|
|
Annual General Meeting
|
|
The Company's next Annual General Meeting will be held on Wednesday, 8 September 2021 as a closed meeting a
t
the f
ollowing address
:
mobeusvctagm.co.uk
, the link is also available on the Company's website at: www.mig2vct.co.uk.
|
|
Contact details for further enquiries
|
|
Mobeus Equity Partners LLP (the Company Secretary) on 020 7024 7600 or by email to
info@mobeus.co.uk
.
|
|
DISCLAIMER
|
|
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
|
|
|
|
|
|
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