Half-year report

1 DECEMBER 2020

NORTHERN 2 VCT PLC

UNAUDITED HALF-YEARLY FINANCIAL REPORT
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2020

Northern 2 VCT PLC is a Venture Capital Trust (VCT) managed by Mercia Fund Management.  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 highlights (comparative figures as at 30 September 2019 and 31 March 2020)

	Six months ended 30 September                 2020	Six months ended 30 September                 2019	Year ended 31 March                2020
Net assets	£104.8m	£88.0m	£74.4m
Net asset value per share	64.3p	63.0p	53.5p
Return per share: Revenue Capital Total	0.3p 12.5p 12.8p	0.1p 0.3p 0.4p	0.2p (7.2)p (7.0)p
Dividend per share declared in respect of the period	2.0p	2.0p	3.5p
Cumulative returns to shareholders since launch: Net asset value per share Dividends paid per share* Net asset value plus dividends paid per share	64.3p 122.9p 187.2p	63.0p 119.4p 182.4p	53.5p 121.4p 174.9p
Mid-market share price at end of period	51.05p	59.00p	47.50p
Share price discount to net asset value	20.6%	6.3%	11.2%
Tax-free dividend yield (based on net asset value per share)**	5.6%	6.2%	5.4%

*Excluding interim dividend not yet paid
**The annualised dividend yield is calculated by dividing the dividends in respect of the 12 month period ended on each reference date by the net asset value per share at the start of the period.

For further information, please contact:

NVM Private Equity LLP
Simon John/James Bryce                    0191 244 6000
Website:  www.nvm.co.uk
Martin Glanfield, Chief Financial Officer, Mercia Asset Management PLC – 0330 223 1430

HALF-YEARLY MANAGEMENT REPORT TO SHAREHOLDERS

The last six months have been dominated by the necessary responses to the coronavirus (COVID-19) pandemic.  Whilst many of our portfolio companies have been facing unprecedented operational challenges, I am pleased to report that the management teams of our investee companies have demonstrated resilience in their response to the evolving situation. Our investment manager, Mercia, also continues to provide close support to the portfolio whilst observing Government guidelines.  As a result of the successful share offer which concluded in April 2020, your company is well positioned to continue to support and promote its growing portfolio of entrepreneurial businesses. 

Results and dividend
The unaudited net asset value (NAV) per share at 30 September 2020 was 64.3 pence (53.5 pence (audited) at 31 March 2020) and is stated after deducting the final dividend of 1.5 pence per share in respect of the 2019/20 financial year which was paid in September 2020.  The return per share as shown in the income statement for the six months ended 30 September 2020 was 12.8 pence, compared with 0.4 pence in the corresponding period last year. The total return for the period was primarily driven by an increase in the directors’ valuations of unquoted investments, which are as a result of our usual detailed and thorough valuation process. 4.1 pence of the return for the period was represented by the increase in the valuation of the holding in Agilitas IT Holdings, which was sold after the end of the period for £11.9 million in cash and an overall return of more than eight times the original cost of the investment over its lifetime. Investment income increased to £949,000 from £609,000 during the same period last year reflecting the recognition of interest arrears from portfolio companies where we had agreed to defer payments earlier in the year, pending a better understanding of the pandemic and its effects on trading.

After careful consideration, the board has declared an unchanged interim dividend for the year ending 31 March 2021 of 2.0 pence per share, which will be paid on 29 January 2021 to shareholders who are on the register on 8 January 2021. 

Venture capital investment activity
Notwithstanding the difficult context during the COVID-19 pandemic, further progress was made on the development of the portfolio during the period with one new investment added to the venture capital portfolio.  £0.7m was invested in Enate, a human and digital workforce management software solution.  Following a high volume of fund-raising activity across the sector in recent years, there is currently a significant level of funding available for venture capital and private equity investing. This inevitably increases competition for attractive investment opportunities; however your board continues to apply its usual high standards in its appraisal of potential new investments.

Importantly, we continue to experience an encouraging level of follow-on investment activity across the earlier stage portfolio. £1.9 million of capital was provided to six existing investee companies to support further growth ambitions, representing around 72% by value of investment activity during the period. 

It was a relatively quiet period for investment realisations, however the holding of AIM listed Cello Health plc was sold in full following an agreed takeover bid, for proceeds of £0.4m representing a gain of 60% above its original cost.  Positive underlying trading trends were observed in a number of portfolio companies including Agilitas IT Holdings which was sold subsequent to the balance sheet date as reported above.

Venture capital portfolio update
Following the first reports of COVID-19 in the prior financial year, the initial effects in the UK principally impacted businesses with complex supply chains or overseas customers.  As the spread of the virus led to a global pandemic, the effect on the economy has become much more pronounced and Government measures taken to address the COVID-19 crisis have inevitably had a material impact on almost every business in the UK.  

Your company benefits from holding a diversified portfolio of investments and the areas of the economy which continue to be the most affected, particularly travel, leisure and hospitality, represent just 10% by cost of the venture capital portfolio. Technology and software sub-sectors have been more resilient during 2020 and investments in these areas represent over 40% by cost of the venture capital portfolio.   We are also invested in a number of businesses which employ a purely e-commerce business model.  Trading in several of these holdings has been extremely strong both during the initial lockdown and subsequently, leading to the relevant valuations being increased as at 30 September 2020.

Shareholder issues
As a result of the share offer launched in January 2020, 24,444,699 shares were issued during the period for gross proceeds of £12.5 million. In addition a total of £0.4 million was received during the period through the issue of new shares under our dividend investment scheme. 

Having carefully considered the current level of liquid resources available to the company, in the light of the sale of Agilitas IT Holdings and the potential to realise other investments over the next 12 months, the board is not proposing a share offer for the 2020-21 tax year.  The company’s dividend investment scheme remains open, enabling shareholders to re-invest some or all of their dividends in new shares attracting income tax relief. 

The company has maintained its policy of buying back its own shares in the market from time to time, at a discount of 5% to NAV.  During the period, 1,006,114 shares were purchased for cancellation, for a total consideration of £511,000. 

VCT qualifying status and legislation
The company has continued to meet the stringent qualifying conditions laid down by HM Revenue & Customs for maintaining its approval as a VCT.  Our investment manager 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.

As previously reported, the VCT rules have continued to evolve to meet the UK Government’s aim of driving investment towards the smaller companies most in need of capital to grow.  One of the most significant changes 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 new threshold first applied to your company from 1 April 2020 and I am pleased to report that the target was met in advance of the deadline.

Independent auditor
The audit committee regularly reviews the requirements and deadlines for mandatory audit tendering and rotation; under current regulations the last period for which KPMG LLP would be permitted to act as auditor of the company would be the year ending 31 March 2023. In the interest of good governance, the audit committee conducted a tender process in November 2020. Having considered the results of the tender, the board approved the audit committee’s recommendation that Mazars LLP, an international firm of chartered accountants, be appointed as independent auditor of the company for the year ending 31 March 2021.

Prospects
Financial markets have been subject to significant volatility during 2020 as market participants have struggled to assess the medium term impact of the pandemic on various sectors and the economy as a whole.  Whilst we are encouraged by the resilience exhibited by the portfolio overall thus far it is not possible to make definitive statements about the future trajectory of the economy at times of such heightened uncertainty.

COVID-19 has accelerated certain trends which were already established and is benefitting portfolio companies that employ business strategies such as innovative delivery and distribution and the digitisation of traditional off-line business processes.  In addition to supporting portfolio companies with their specific challenges, Mercia is also working with several companies with a view to achieving a profitable exit in the next 12 months.  Access to capital is one of the most important factors contributing to the success of early stage businesses and your board believes that the company continues to be well placed to provide that vital support with a view to increasing long term shareholder value. 

On behalf of the Board

David Gravells
Chairman

The unaudited half-yearly financial statements for the six months ended 30 September 2020 are set out
below.

INCOME STATEMENT
(unaudited) for the six months ended 30 September 2020

	Six months ended 30 September 2020			Six months ended 30 September 2019
	Revenue  £000	Capital  £000	Total  £000	Revenue  £000	Capital  £000	Total  £000
Gain on disposal of investments	-	332	332	-	46	46
Movements in fair value of investments	-	20,546	20,546	-	954	954
	----------	----------	----------	----------	----------	----------
	-	20,878	20,878	-	1,000	1,000
Income	949	-	949	609	-	609
Investment management fee	(204)	(611)	(815)	(206)	(617)	(823)
Other expenses	(191)	-	(191)	(191)	-	(191)
	----------	----------	----------	----------	----------	----------
Return on ordinary activities before tax	554	20,267	20,821	212	383	595
Tax on return on ordinary activities	-	-	-	(15)	15	-
	----------	----------	----------	----------	----------	----------
Return on ordinary activities after tax	554	20,267	20,821	197	398	595
	----------	----------	----------	----------	----------	----------
Return per share	0.3p	12.5p	12.8p	0.1p	0.3p	0.4p

				Year ended 31 March 2020
				Revenue  £000	Capital  £000	Total  £000
Gain on disposal of investments				-	(728)	(728)
Movements in fair value of investments				-	(8,050)	(8,050)
				----------	----------	----------
				-	(8,778)	(8,778)
Income				1,052	-	1,052
Investment management fee				(431)	(1,293)	(1,724)
Other expenses				(369)	-	(369)
				----------	----------	----------
Return on ordinary activities before tax				252	(10,071)	(9,819)
Tax on return on ordinary activities				-	-	-
				----------	----------	----------
Return on ordinary activities after tax				252	(10,071)	(9,819)
				----------	----------	----------
Return per share				0.2p	(7.2)p	(7.0)p

BALANCE SHEET
(unaudited) as at 30 September 2020

	30 September 2020  £000	30 September 2019  £000	31 March 2020  £000
Fixed assets:   Investments	81,920	65,040	59,191
	----------	----------	----------
Current assets:
Debtors	620	1,088	79
Cash and cash equivalents	22,369	21,890	15,203
	----------	----------	----------
	22,989	22,978	15,282
Creditors (amounts falling due
within one year)	(77)	(64)	(117)
	----------	----------	----------
Net current assets	22,912	22,914	15,165
	----------	----------	----------
Net assets	104,832	87,954	74,356
	----------	----------	----------
Capital and reserves:
Called-up equity share capital	8,154	6,980	6,945
Share premium	19,753	7,958	8,401
Capital redemption reserve	418	291	367
Capital reserve	57,787	66,054	61,247
Revaluation reserve	17,780	6,061	(2,993)
Revenue reserve	940	610	389
	----------	----------	----------
Total equity shareholders’ funds	104,832	87,954	74,356
	----------	----------	----------
Net asset value per share	64.3p	63.0p	53.5p

STATEMENT OF CHANGES IN EQUITY

(unaudited) for the six months ended 30 September 2020

	-----------------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 2020	6,945	8,401	367	(2,993)	61,247	389	74,356
Return on ordinary activities
after tax	-	-	-	20,773	(503)	551	20,821
Dividends paid	-	-	-	-	(2,446)	-	(2,446)
Net proceeds of share issues	1,260	11,352	-	-	-	-	12,612
Shares purchased for cancellation	(51)	-	51	-	(511)	-	(511)
	----------	----------	----------	----------	----------	----------	----------
At 30 September 2020	8,154	19,753	418	17,780	57,787	940	104,832
	----------	----------	----------	----------	----------	----------	----------

STATEMENT OF CHANGES IN EQUITY

(unaudited) for the six months ended 30 September 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 2019	6,502	1,555	215	6,679	67,341	1,817	84,109
Return on ordinary activities
after tax	-	-	-	(618)	1,016	197	595
Dividends paid	-	-	-	-	(1,404)	(1,404)	(2,808)
Net proceeds of share issues	554	6,403	-	-	-	-	6,957
Shares purchased for cancellation	(76)	-	76	-	(899)	-	(899)
	----------	----------	----------	----------	----------	----------	----------
At 30 September 2019	6,980	7,958	291	6,061	66,054	610	87,954
	----------	----------	----------	----------	----------	----------	----------

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2020

	-----------------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 2019	6,502	1,555	215	6,679	67,341	1,817	84,109
Return on ordinary activities
after tax	-	-	-	(9,672)	(399)	252	(9,819)
Dividends paid	-	-	-	-	(3,904)	(1,680)	(5,584)
Net proceeds of share issues	595	6,846	-	-	-	-	7,441
Shares purchased
for cancellation	(152)	-	152	-	(1,791)	-	(1,791
	----------	----------	----------	----------	----------	----------	----------
At 31 March 2020	6,945	8,401	367	(2,993)	61,247	389	74,356
	----------	----------	----------	----------	----------	----------	----------

*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
(unaudited) for the six months ended 30 September 2020

	Six months ended	Six months ended	Year ended
	30 September 2020	30 September 2019	31 March 2020
	£000	£000	£000
Cash flows from operating activities:
Return on ordinary activities before tax	20,821	595	(9,819)
Adjustments for:
Gain on disposal of investments	(332)	(46)	728
Movement in fair value of investments	(20,546)	(954)	8,050
(Increase)/decrease in debtors	(541)	(867)	142
Decrease in creditors	(42)	(136)	(83)
	----------	----------	----------
Net cash outflow from operating activities	(640)	(1,408)	(982)
	----------	----------	----------
Cash flows from investing activities:
Purchase of investments	(3,432)	(5,985)	(11,850)
Sale/repayment of investments	1,583	6,072	8,006
	----------	----------	----------
Net cash (outflow)/inflow from investing activities	(1,849)	87	(3,844)
	----------	----------	----------
Cash flows from financing activities:
Issue of ordinary shares	12,914	7,072	7,568
Share issue expenses	(302)	(115)	(127)
Share subscriptions held pending allotment	-	(6,468)	(6,468)
Purchase of ordinary shares for cancellation	(511)	(905)	(1,791)
Equity dividends paid	(2,446)	(2,804)	(5,584)
	----------	----------	----------
Net cash inflow/(outflow) from financing activities	9,655	(3,220)	(6,402)
	----------	----------	----------
Net increase/(decrease) in cash and cash equivalents	7,166	(4,541)	(11,228)
Cash and cash equivalents at beginning of period	15,203	26,431	26,431
	----------	----------	----------
Cash and cash equivalents at end of period	22,369	21,890	15,203
	----------	----------	----------

INVESTMENT PORTFOLIO SUMMARY
as at 30 September 2020

	Cost £000	Valuation £000	% of net assets by valuation
Agilitas IT Holdings	930	11,885	11.3
Entertainment Magpie Group	1,503	9,721	9.3
Lineup Systems	975	5,097	4.9
Currentbody.com	1,867	4,304	4.1
Sorted Holdings	2,715	2,945	2.8
SHE Software Group	2,195	2,865	2.7
It's All Good	1,145	2,388	2.3
Clarilis	1,828	2,377	2.3
Intelling Group	1,142	2,064	2.0
Biological Preparations Group	2,166	2,021	1.9
Volumatic Holdings	733	2,005	1.9
Knowledgemotion	1,778	1,548	1.5
GRIP-UK t.a. The Climbing Hangar	1,928	1,524	1.4
Medovate	1,450	1,450	1.4
Oddbox Delivery	648	1,226	1.1
	----------	----------	-------
Fifteen largest venture capital investments	23,003	53,420	50.9
Other venture capital investments	33,702	20,365	19.4
	----------	----------	-------
Total venture capital investments	56,705	73,785	70.3
Listed equity investments	6,301	6,922	6.6
Listed interest-bearing investments	1,133	1,213	1.2
	----------	----------	-------
Total fixed asset investments	64,139	81,920	78.1
	----------
Net current assets		22,912	21.9
		----------	-------
Net assets		104,832	100.0
		----------	-------

BUSINESS RISKS
The board carries out a regular and robust assessment of the risk environment in which the company operates and seeks to identify new risks as they emerge.  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 within the rules of the VCT scheme.  The board reviews the investment portfolio with the investment 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. The level of economic risk has been elevated by the COVID-19 pandemic which has caused a global recession during 2020.  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 it is appropriate and in the interests of the company to do so.  The manager typically provides an investment executive to actively support the board of each unquoted investee company.  At all times, and particularly during periods of heightened economic uncertainty, the investment executives share best practice from across the portfolio with investee management teams in order to mitigate economic risk.

Brexit risk: the implementation of the decision for the UK to withdraw from the European Union (EU) is a process which involves significant uncertainty.  The impact on the future business environment in the UK is therefore difficult to predict.  Mitigation: whilst we do not expect that Brexit will have a significant impact on the operations of Northern 2 VCT itself, the board and the manager follow Brexit developments closely with a view to identifying changes which might affect the company’s investment portfolio.  The manager works closely with investee companies in order to plan for a range of possible outcomes. 

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 or global health crises, such as the COVID-19 pandemic, 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 Mercia in the case of the 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 investment 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 which is able to operate effectively even during times of disruption, such as that caused by COVID-19.  Mitigation:  the board regularly reviews the system of internal controls, both financial and non-financial, operated by the company and the investment 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.

OTHER MATTERS

The unaudited half-yearly financial statements for the six months ended 30 September 2020 do not constitute statutory financial statements within the meaning of Section 434 of the Companies Act 2006, have not been reviewed or audited by the company’s independent auditor and have not been delivered to the Registrar of Companies.  The comparative figures for the year ended 31 March 2020 have been extracted from the audited financial statements for that year, which have been delivered to the Registrar of Companies.  The auditor’s report on those financial statements (i) was unqualified, (ii) did not include any reference to matters to which the auditor drew attention by way of emphasis without qualifying the report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.  The half-yearly financial statements have been prepared on the basis of the accounting policies set out in the annual financial statements for the year ended 31 March 2020.

Each of the directors confirms that to the best of his or her knowledge the half-yearly financial statements have been prepared in accordance with the Statement “Half-yearly financial reports” issued by the UK Accounting Standards Board and the half-yearly financial report includes a fair review of the information required by (a) DTR 4.2.7R of the Disclosure Rules and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year, and (b) DTR 4.2.8R of the Disclosure Rules and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so.

The directors of the company at the date of this statement 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.

The calculation of the revenue and capital return per share is based on the return on ordinary activities after tax for the period and on 162,912,035 (2019: 140,139,010) ordinary shares, being the weighted average number of shares in issue during the period.

The calculation of the net asset value per share is based on the net assets at 30 September 2020 divided by the 163,071,097 (2019: 139,594,502) ordinary shares in issue at that date.

The interim dividend of 2.0 pence per share for the year ending 31 March 2021 will be paid on 29 January 2021 to shareholders on the register at the close of business on 8 January 2021.

A copy of the half-yearly financial report for the six months ended 30 September 2020 is expected to be posted to shareholders by 22 December 2020 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 company’s website.

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