Annual Financial Report

16 MAY 2019

NORTHERN 2 VCT PLC

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 MARCH 2019

Northern 2 VCT PLC is a Venture Capital Trust (VCT) managed by NVM Private Equity.  It invests mainly in unquoted venture capital holdings and aims to provide high long-term tax-free returns to shareholders through a combination of dividend yield and capital growth.

Financial Summary (comparative figures as at 31 March 2018):

	2019	2018
Net assets	£84.1m	£87.0m
Net asset value per share	64.7p	66.9p
Return per share:
Revenue	1.2p	1.3p
Capital	2.0p	(0.4)p
Total	3.2p	0.9p
Dividend per share for the year:
Interim dividend	2.0p	2.0p
Proposed final dividend	2.0p	3.5p
Total	4.0p	5.5p
Cumulative return to shareholders since launch:
Net asset value per share	64.7p	66.9p
Dividends paid per share*	117.4p	111.9p
Net asset value plus dividends paid per share	182.1p	178.8p
Mid-market share price at end of year	59.0p	63.5p
Share price discount to net asset value	8.8%	5.1%
Tax-free dividend yield (based on net asset value per share at the start of year)	6.0%	7.2%

*Excluding proposed final dividend payable on 19 July 2019

For further information, please contact:

NVM Private Equity LLP
Simon John/James Bryce                    0191 244 6000

Website:  www.nvm.co.uk

HIGHLIGHTS

• Return per share for the year of 3.2 pence representing 4.8% of opening NAV per share
   
• Successful public share offer launched raising £6.6 million of gross proceeds
   
• £11.5 million of proceeds received from venture capital portfolio realisations, generating a gain of £2.7 million (2018: £1.0 million)
   
• Ten new and eight follow-on investments completed in innovative earlier stage companies

CHAIRMAN’S STATEMENT

I am pleased to report on another busy year for your company during which ten new VCT qualifying investments were completed. Cash flows remained strong, supported by a number of successful investment disposals and a top-up public share offer which was fully subscribed.  As a result, your company is well positioned both to pursue new opportunities to support small and medium businesses and to work with existing portfolio companies to realise their growth plans. 

Results and dividend
In the year ended 31 March 2019 the company achieved a return on ordinary activities of £4,237,000 (2018: £1,055,000) or 3.2 pence per share (2018: 0.9 pence), representing a total return of 4.8% on the opening net asset value (NAV) per share.  The NAV per share at 31 March 2019, after deducting dividends paid during the year of 5.5 pence, was 64.7 pence compared with 66.9 pence as at 31 March 2018.  The cumulative return to shareholders increased to 182.1 pence per share (2018: 178.8 pence) which marks the tenth consecutive year of growth.  The company’s NAV total return over five years remains ahead of the UK equity market total return index which we use as a comparator.

We remain committed to building a portfolio of investments in smaller innovative UK companies across a diverse range of sectors with significant growth potential.  In keeping with the latest VCT rules, the companies selected for investment require patient capital to enable job creation or technological advancement.  These investments are generally structured with a view to achieving capital growth rather than income generation and as a consequence the timing and quantum of potential capital gains from realisations may be less predictable.  As we highlighted in our half-yearly report, your directors believe it is important to set the annual dividend at a level which has regard to the company’s changing asset base and to its recurring income.

After careful consideration, the directors have proposed a final dividend of 2.0 pence per share in respect of the year ended 31 March 2019, which if approved at the annual general meeting, will be paid on 19 July 2019 to shareholders on the register on 21 June 2019.  Taken with the interim dividend of 2.0 pence per share paid in January 2019, this makes a total annual dividend of 4.0 pence per share, equivalent to a tax-free yield of 6.0% by reference to the opening NAV per share.  

Paying regular tax-free dividends whilst seeking to minimise or avoid erosion of the NAV per share remains a priority for your directors.

    
Investment portfolio
Our investment manager, NVM, has continued to build its early stage investment capability having hired five investment professionals during the year and two sector specialists whose roles encompass value-adding activities for portfolio companies.  The investment team now works from an expanded network of five regional offices.  I am pleased to note that NVM has continued to identify opportunities to support small and medium businesses with good growth potential.

Following our rigorous investment process, ten new VCT-qualifying investments were added to the venture capital portfolio at a cost of £6.4 million. In addition, follow-on investments totalling £3.9 million were made in eight existing portfolio companies to support their continued development. The total investment rate of £10.3 million maintains the momentum established in the prior year (2018: £10.1 million).  The investment rate is encouraging, as we continue to identify opportunities to advance capital to growing businesses, many of which are developing disruptive products or services.  Whilst we are still relatively near the beginning of the investment holding period for the 25 investments acquired to date under the new rules, satisfactory progress is being made by the portfolio as a whole. The earlier-stage nature of the businesses we are investing in will typically lead to greater fluctuations in short-term results and in longer periods before a significant value creation event might occur.  We remain confident in our manager’s skills in selecting attractive opportunities in which to invest shareholders’ funds for the long term.

Just over half of the value of the venture capital portfolio is currently represented by investments made under previous iterations of the VCT rules, which tend to be in more mature, profitable businesses.  The notable realisations of investments during the year were all from this older portfolio and generated gains on disposal of £4.8 million over cost or £2.7 million over their carrying value as at 31 March 2018.  We hope that the remaining mature investments will continue to provide an income yield and a series of profitable exits in the years to come, supporting the overall returns of the company whilst the earlier-stage portfolio matures.

Shareholder issues
Having reviewed the medium-term investment pipeline with NVM earlier in the year, your board proposed a non-prospectus top-up share offer which was launched in January 2019.  We were very pleased that strong demand was experienced for this offer and that it was fully subscribed within eight days of being launched, raising gross proceeds of £6.6 million.  Your directors would like to express their appreciation of shareholders’ continuing support.

Recent legislative changes mean that VCTs will be required to invest 30% of new funds by the end of the year following the year in which they are raised, which is likely to lead us to make smaller and more frequent share offers.

In addition to the public offer, gross proceeds of £1.3 million were received during the year through the issue of new shares under our dividend investment scheme.  The scheme enables shareholders to efficiently re-invest some or all of their dividends in new shares attracting income tax relief and remains open to new participants. 

The company’s annual general meeting (AGM) will be held in London on Thursday 11 July 2019 and the directors look forward to meeting and engaging with shareholders.

Share buy-backs
The company has maintained its policy of buying back its own shares in the market, at a discount of around 5% to NAV.  During the year, a total of 2,110,000 shares were repurchased for cancellation, equivalent to approximately 1.6% of the opening share capital. 

Board of directors
All the directors will be seeking re-election at the AGM, either in accordance with the AIC Code of Corporate Governance or voluntarily.

VCT legislation and regulation
Following the significant amendments to the relevant legislation announced in both 2015 and 2017, the past year has seen a welcome period of regulatory stability.  The main change still being phased into practice is the increase in the minimum proportion of investments required to be held by a VCT in VCT-qualifying holdings, from 70% to 80%.  This will first apply to your company from 31 March 2020 and both the board and NVM are monitoring progress towards this target closely. 

Whilst there were no further amendments announced by the Chancellor in his 2018 Autumn Budget statement, it is possible that further changes will be made in the future.  We will continue to work closely with our investment manager to maintain compliance with the scheme rules at all times.

HM Revenue and Customs (HMRC) launched a consultation in December 2016 to consider how to streamline the advanced assurance service, the process whereby potential investments may be given an indicative opinion of eligibility.  The consultation conclusions called for a greater level of self-assurance by VCTs however provided little guidance on how this should work in practice.  NVM has been in discussions with HMRC and other market participants on this topic since the consultation and progress has recently been made, with formal guidance on the self-assurance process now available.  Your board has therefore decided to self-assure certain investments meeting a series of criteria, where professional advice has been sought and expert opinion over the eligibility of the investment opportunity has been received. 

VCT qualifying status
The company has continued to meet the stringent and evolving qualifying conditions laid down by HM Revenue & Customs for maintaining its approval as a VCT.  NVM monitors the position closely and reports regularly to the board.  Philip Hare & Associates LLP has continued to act as independent adviser to the company on VCT taxation matters.

Outlook
Your board is encouraged by the further progress made by the company over the past year, both in the implementation of the investment strategy and the successful realisation of several investments.  Financial markets rarely react well to lack of political clarity and the recently extended process of implementing the UK’s decision to leave the EU has provided much uncertainty.  Our manager, NVM, continues to work with portfolio companies to plan for a range of potential outcomes with regard to the UK’s future relationship with the EU.  Following the recent investment disposals and successful share offer, your company is well-funded to capitalise on attractive investment opportunities and will continue to maintain the highest standards in the selection of investments to deploy capital effectively and ultimately drive shareholder value. 

David Gravells
Chairman                                                                                                                                            

Extracts from the audited financial statements for the year ended 31 March 2019 are set out below.

INCOME STATEMENT
for the year ended 31 March 2019

	Year ended 31 March 2019			Year ended 31 March 2018
	Revenue  £000	Capital  £000	Total  £000	Revenue  £000	Capital  £000	Total  £000
Gain on disposal of investments	-	2,827	2,827	-	709	709
Movements in fair value of investments	-	762	762	-	(202)	(202)
	----------	----------	----------	----------	----------	----------
	-	3,589	3,589	-	507	507
Income	2,638	-	2,638	2,482	-	2,482
Investment management fee	(399)	(1,198)	(1,597)	(393)	(1,180)	(1,573)
Other expenses	(393)	-	(393)	(350)	(11)	(361)
	----------	----------	----------	----------	----------	----------
Return on ordinary activities before tax	1,846	2,391	4,237	1,739	(684)	1,055
Tax on return on ordinary activities	(275)	275	-	(277)	277	-
	----------	----------	----------	----------	----------	----------
Return on ordinary activities after tax	1,571	2,666	4,237	1,462	(407)	1,055
	----------	----------	----------	----------	----------	----------
Return per share	1.2p	2.0p	3.2p	1.3p	(0.4)p	0.9p

BALANCE SHEET
as at 31 March 2019

	31 March 2019  £000	31 March 2018  £000
Fixed assets:
Investments	64,125	61,432
	----------	----------
Current assets:
Debtors	221	205
Cash and cash equivalents	26,431	25,540
	----------	----------
	26,652	25,745
Creditors (amounts falling due within one year)	(6,668)	(134)
	----------	----------
Net current assets	19,984	25,611
	----------	----------
Net assets	84,109	87,043
	----------	----------
Capital and reserves:
Called-up equity share capital	6,502	6,505
Share premium	1,555	392
Capital redemption reserve	215	110
Capital reserve	67,341	71,629
Revaluation reserve	6,679	7,836
Revenue reserve	1,817	571
	----------	----------
Total equity shareholders’ funds	84,109	87,043
	----------	----------
Net asset value per share	64.7p	66.9p

STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2019

	---------------Non-distributable reserves---------------				Distributable reserves				Total
	Called up share  capital	Share  premium	Capital  redemption  reserve	Revaluation  reserve*	Capital  reserve		Revenue  reserve
	£000	£000	£000	£000	£000		£000		£000
At 1 April 2018	6,505	392	110	7,836	71,629		571		87,043
Return on ordinary activities
after tax	-	-	-	(1,157)	3,823		1,571		4,237
Dividends paid	-	-	-	-	(6,831)		(325)		(7,156)
Net proceeds of share issues	102	1,163	-	-	-		-		1,265
Shares purchased for cancellation	(105)	-	105	-	(1,280)	-		(1,280)
	----------	----------	----------	----------	----------		----------		----------
At 31 March 2019	6,502	1,555	215	6,679	67,341	1,817		84,109
	----------	----------	----------	----------	----------		----------		----------

STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2018

	---------------Non-distributable reserves---------------				Distributable reserves		Total
	Called up share  capital	Share  premium	Capital  redemption  reserve	Revaluation  reserve*	Capital  reserve	Revenue  reserve
	£000	£000	£000	£000	£000	£000	£000
At 1 April 2017	4,678	3,029	83	9,049	53,908	900	71,647
Return on ordinary activities
after tax	-	-	-	(1,213)	806	1,462	1,055
Dividends paid	-	-	-	-	(9,226)	(1,791)	(11,017)
Net proceeds of share issues	1,854	23,853	-	-	-	-	25,707
Shares purchased for cancellation	(27)	-	27	-	(349)	-	(349)
Cancellation of share premium reserve	-	(26,490)	-	-	26,490	-	-
	----------	----------	----------	----------	----------	----------	----------
At 31 March 2018	6,505	392	110	7,836	71,629	571	87,043
	----------	----------	----------	----------	----------	----------	----------

*the revaluation reserve is generally non-distributable other than that part of the reserve relating to gains/losses on readily realisable quoted investments, which is distributable.

STATEMENT OF CASH FLOWS
for the year ended 31 March 2019

	Year ended		Year ended
	31 March 2019		31 March 2018
	£000		£000
Cash flows from operating activities:
Return on ordinary activities before tax	4,237		1,055
Adjustments for:
Gain on disposal of investments	(2,827)		(709)
Movement in fair value of investments	(762)		202
(Increase)/decrease in debtors	(16)		386
Increase/(decrease) in creditors	66		(582)
	----------		----------
Net cash inflow from operating activities	698		352
	----------		----------
Cash flows from investing activities:
Purchase of investments	(17,730)	(10,265)
Sale/repayment of investments	18,626		7,535
	----------		----------
Net cash inflow/(outflow) from investing activities	896		(2,730)
	----------		----------
Cash flows from financing activities:
Issue of ordinary shares	1,304		26,248
Share issue expenses	(39)		(541)
Share subscriptions held pending allotment	6,468		(4,297)
Purchase of ordinary shares for cancellation	(1,280)		(349)
Equity dividends paid	(7,156)		(11,017)
	----------		----------
Net cash (outflow)/inflow from financing activities	(703)		10,044
	----------		----------
Increase in cash and cash equivalents	891		7,666
Cash and cash equivalents at beginning of year	25,540		17,874
	----------		----------
Cash and cash equivalents at end of year	26,431		25,540
	----------		----------

INVESTMENT PORTFOLIO SUMMARY
as at 31 March 2019

	Cost £000	Valuation £000	% of net assets by value
Fifteen largest venture capital investments:
Sorted Holdings	2,716	3,625	4.3
MSQ Partners Group	1,672	3,486	4.2
Agilitas IT Holdings	1,638	3,266	3.9
No 1 Lounges	1,977	2,952	3.5
Lineup Systems	974	2,910	3.5
Volumatic Holdings	1,078	2,110	2.5
SHE Software Group	1,873	2,109	2.5
Entertainment Magpie Group	1,503	1,915	2.3
Biological Preparations Group	2,166	1,761	2.1
Currentbody.com	1,287	1,655	2.0
Avid Technology Group	1,287	1,634	1.9
It’s All Good	1,145	1,618	1.9
Knowledgemotion	1,469	1,595	1.9
Intelling Group	1,143	1,540	1.8
Intuitive Holding	1,508	1,469	1.7
	----------	----------	--------
	23,436	33,645	40.0
Other venture capital investments	25,981	22,674	27.0
	----------	----------	--------
Total venture capital investments	49,417	56,319	67.0
Listed equity investments	6,687	6,438	7.7
Listed interest-bearing investments	1,342	1,368	1.6
	----------	----------	--------
Total fixed asset investments	57,446	64,125	76.3
	----------
Net current assets		19,984	23.7
		----------	--------
Net assets		84,109	100.0
		----------	--------

RISK MANAGEMENT

The board carries out a regular and robust review of the risk environment in which the company operates. The principal risks and uncertainties identified by the board which might affect the company’s business model and future performance, and the steps taken with a view to their mitigation, are as follows:

Investment and liquidity risk: investment in smaller and unquoted companies, such as those in which the company invests, involves a higher degree of risk than investment in larger listed companies because they generally have limited product lines, markets and financial resources and may be more dependent on key individuals. The securities of smaller companies in which the company invests are typically unlisted, making them illiquid, and this may cause difficulties in valuing and disposing of the securities. The company may invest in businesses whose shares are quoted on AIM – the fact that a share is quoted on AIM does not mean that it can be readily traded and the spread between the buying and selling prices of such shares may be wide. Mitigation: the directors aim to limit the risk attaching to the portfolio as a whole by careful selection, close monitoring and timely realisation of investments, by carrying out rigorous due diligence procedures and maintaining a wide spread of holdings in terms of financing stage and industry sector. The board reviews the investment portfolio with the manager on a regular basis.

Financial risk: most of the company’s investments involve a medium to long-term commitment and many are relatively illiquid. Mitigation: the directors consider that it is inappropriate to finance the company’s activities through borrowing except on an occasional short-term basis. Accordingly they seek to maintain a proportion of the company’s assets in cash or cash equivalents in order to be in a position to pursue new unquoted investment opportunities and to make follow-on investments in existing portfolio companies. The company has very little direct exposure to foreign currency risk and does not enter into derivative transactions.

Economic risk: events such as economic recession or general fluctuation in stock markets, exchange rates and interest rates may affect the valuation of investee companies and their ability to access adequate financial resources, as well as affecting the company’s own share price and discount to net asset value. Mitigation: the company invests in a diversified portfolio of investments spanning various industry sectors, and maintains sufficient cash reserves to be able to provide additional funding to investee companies where appropriate.

Stock market risk: some of the company’s investments are quoted on the London Stock Exchange or AIM and will be subject to market fluctuations upwards and downwards. External factors such as terrorist activity can negatively impact stock markets worldwide. In times of adverse sentiment there may be very little, if any, market demand for shares in smaller companies quoted on AIM. Mitigation: the company’s quoted investments are actively managed by specialist managers, including NVM in the case of AIM-quoted investments, and the board keeps the portfolio and the actions taken under ongoing review.

Credit risk: the company holds a number of financial instruments and cash deposits and is dependent on the counterparties discharging their commitment. Mitigation: the directors review the creditworthiness of the counterparties to these instruments and cash deposits and seek to ensure there is no undue concentration of credit risk with any one party.

Legislative and regulatory risk: in order to maintain its approval as a VCT, the company is required to comply with current VCT legislation in the UK, which reflects the European Commission’s State-aid rules. Changes to the UK legislation or the State-aid rules in the future could have an adverse effect on the company’s ability to achieve satisfactory investment returns whilst retaining its VCT approval. Mitigation: the board and the manager monitor political developments and where appropriate seek to make representations either directly or through relevant trade bodies.

Internal control risk: the company’s assets could be at risk in the absence of an appropriate internal control regime. Mitigation: the board regularly reviews the system of internal controls, both financial and non-financial, operated by the company and the manager. These include controls designed to ensure that the company’s assets are safeguarded and that proper accounting records are maintained.

VCT qualifying status risk: while it is the intention of the directors that the company will be managed so as to continue to qualify as a VCT, there can be no guarantee that this status will be maintained. A failure to continue meeting the qualifying requirements could result in the loss of VCT tax relief, the company losing its exemption from corporation tax on capital gains, to shareholders being liable to pay income tax on dividends received from the company and, in certain circumstances, to shareholders being required to repay the initial income tax relief on their investment. Mitigation: the investment manager keeps the company’s VCT qualifying status under continual review and its reports are reviewed by the board on a quarterly basis. The board has also retained Philip Hare & Associates LLP to undertake an independent VCT status monitoring role.

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. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”.

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
its profit or loss for the year.

In preparing the financial statements, the directors are required to (i) select suitable accounting policies and then apply them consistently;  (ii) make judgements and estimates that are reasonable and prudent;  (iii) state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;  (iv) assess the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and (v) prepare the financial statements on the going concern basis unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a strategic report, directors’ report, directors’ remuneration report and corporate governance statement that comply with that law and those regulations.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The directors have confirmed that to the best of their knowledge (i) the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company;  and (ii) the directors’ report and strategic report include a fair review of the development and performance of the business and the position of the company, together with a description of the principal risks and uncertainties that they face. 

The directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the company’s position and performance, business model and strategy.

The directors of the company at the date of this announcement were Mr D P A Gravells (Chairman), Mr A M Conn, Mr S P Devonshire, Miss C A McAnulty and Mr F L G Neale.

OTHER MATTERS

The above summary of results for the year ended 31 March 2019 does not constitute statutory financial statements within the meaning of Section 435 of the Companies Act 2006 and has not been delivered to the Registrar of Companies.  Statutory financial statements will be filed with the Registrar of Companies in due course; the independent auditor’s report on those financial statements under Section 495 of the Companies Act 2006 is unqualified, does not include any reference to matters to which the auditor drew attention by way of emphasis without qualifying the report and does not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.

The calculation of the return per share is based on the return on ordinary activities after tax for the year of £4,237,000 (2018: £1,055,000) and on 130,606,159 (2018: 112,186,377) shares, being the weighted average number of shares in issue during the year.

The calculation of the net asset value per share as at 31 March 2019 is based on the net assets of £84,109,000 (2018: £87,043,000) divided by the 130,044,260 (2018: 130,089,490) ordinary shares in issue at that date.

If approved by shareholders, the proposed final dividend of 2.0p per share for the year ended 31 March 2019 will be paid on 19 July 2019 to shareholders on the register at the close of business on 21 June 2019.

The full annual report including financial statements for the year ended 31 March 2019 is expected to be posted to shareholders on 14 June 2019 and will be available to the public at the registered office of the company at Time Central, 32 Gallowgate, Newcastle upon Tyne NE1 4SN and on the NVM Private Equity LLP website, www.nvm.co.uk.

Neither the contents of the NVM Private Equity LLP website nor the contents of any website accessible from hyperlinks on the NVM Private Equity LLP website (or any other website) is incorporated into, or forms part of, this announcement.