Annual Financial Report

23 June 2021

NORTHERN 3 VCT PLC

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Northern 3 VCT PLC is a Venture Capital Trust (VCT) managed by Mercia Fund Management Limited. 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 31 March 2020):

	2021	2020
Net assets	£117.5m	£72.5m
Net asset value per share	107.0p	78.1p
Return per share:
Revenue	0.5p	0.3p
Capital	33.4p	(12.1)p
Total	33.9p	(11.8)p
Dividend per share for the year:
Interim dividend	2.0p	2.0p
Second interim (special) dividend Proposed final dividend	4.5p 2.5p	– 2.0p
Total	9.0p	4.0p
Cumulative return to shareholders since launch:
Net asset value per share	107.0p	78.1p
Dividends paid per share*	99.4p	95.4p
Net asset value plus dividends paid per share	206.4p	173.5p
Mid-market share price at end of year	91.00p	70.00p
Share price discount to net asset value	15.0%	10.4%
Tax-free dividend yield (based on net asset value per share at the start of the year) Excluding special dividend Including special dividend	5.8% 11.5%	4.2% N/A

*Excluding second interim and proposed final dividend payable on 27 August 2021.

Enquiries:

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

Martin Glanfield, Chief Financial Officer, Mercia Asset Management PLC – 0330 223 1430

Website: www.mercia.co.uk/vcts

CHAIRMAN’S STATEMENT

Results and dividend

The net asset value (NAV) per share at 31 March 2021, after deducting dividends totalling 4.0 pence paid during the year, was 107.0 pence compared with 78.1 pence as at 31 March 2020. The total return per share for the year as shown in the income statement was 33.9 pence (2020: minus 11.8 pence), equivalent to 43.3% of the opening NAV. Whilst two investments in particular made a major contribution to these results, it is pleasing to note a largely creditable performance across the investment portfolio. The return for the year includes not only net realised gains of £8.7 million on investment sales but also an overall uplift of £31.1 million in the directors’ valuation of the continuing portfolio. The company’s NAV total return over five years is comfortably ahead of the broad UK equity market total return index which we use as a comparator.

The excellent results for the year have triggered a performance-related investment management fee of £1.6 million under the terms of the management agreement.  Following the fall in NAV during the preceding financial, the agreement requires a recovery in the NAV to a prescribed level before a performance fee is capable of being paid. This is the first time in four years that a performance-related fee has been payable.

Three years ago we set an objective of paying an annual dividend representing a yield of at least 4% of the opening NAV per share in each year. Having already declared an interim dividend of 2.0 pence per share which was paid in January 2021, your directors now propose an increased final dividend of 2.5 pence per share. These payments totalling 4.5 pence per share are equivalent to 5.8% of the opening NAV of 78.1 pence per share. We have also decided to recognise the healthy inflow of sales proceeds during the year by declaring a special dividend of 4.5 pence per share, which takes the total payable in respect of the year to 9.0 pence per share. The special dividend will be designated as a second interim dividend for the year ended 31 March 2021, and will be paid on 27 August 2021 to shareholders on the register on 13 August 2021. The proposed final dividend will also, subject to approval by shareholders at the annual general meeting, be paid on 27 August 2021, so that the total dividend payment on that date will be 7.0 pence per share.

Our dividend investment scheme, under which dividends can be re-invested in new ordinary shares free of dealing costs and with the benefit of the tax reliefs available on new VCT share subscriptions, continues to operate. Instructions on how to join the scheme are included within the dividend section of our website, which can be found here: mercia.co.uk/vcts/n3vct/.

Investment portfolio

Measures intended to reduce the spread of COVID-19 in the UK, including the temporary closure of certain businesses and restrictions on the movement of people, were announced in March 2020. Throughout the subsequent period, our manager has been working closely with investee companies to provide strategic and practical support, and your directors have received frequent progress reports. We are pleased to note that most of the companies in our portfolio have been able to adapt to the events of the last 12 months and there are very few which continue to be impacted severely. Northern 3 VCT benefits from holding a diversified portfolio of investments, both in terms of sector exposure and stage of business maturity.

Venture capital investment activity

Notwithstanding the challenging conditions experienced since the onset of the pandemic, further progress has been made on the development of the portfolio with two new venture capital investments being added during the year and three more completed in the period since 31 March 2021. We also continue to experience an encouraging level of follow-on investment activity across the earlier stage portfolio. £5.1 million of capital was provided to 13 investee companies to support further growth, representing around 77% by value of investment activity during the year. The total of £6.6 million invested during the year (2020: £9.9 million) is lower than we have experienced in recent years and reflects the conditions which prevailed during the year.

It was a busy year for realisations, with a number of notable transactions either completed or in progress as at the balance sheet date. The highlights during the year were the sale of Agilitas IT Holdings, generating a return of 8.1 times the original cost of the investment, and the sale of It’s All Good which registered a return of 3.2 times. In April 2021, subsequent to the year end, Entertainment Magpie Group was admitted to trading on AIM under its new name musicMagpie plc. Our original 2015 investment of £1.4 million has produced cash proceeds to date of £8.5 million and we have retained ordinary shares in musicMagpie valued at £7.2 million based on the flotation price. The resulting uplift contributed significantly to the increase in the overall portfolio valuation as at 31 March 2021.

During the period, four additional executives were recruited into the VCT Team at Mercia to bring the total number working directly on our portfolio to 12. They represent a most welcome additional resource as we expect activity to pick up across the board.

Share offers and liquidity

Whilst liquidity increased during the period due to the realisations described above, the VCT scheme rules allow a grace period of only 12 months before the proceeds are included within the 80% qualifying assets test for core assets. The dividends declared or proposed above will require a cash outflow of £7.7 million and will reduce liquidity accordingly.

In conjunction with Mercia we have considered the progress achieved by the portfolio to date and the likely further capital required both to enable our investee companies to develop as well as to fund our pipeline of new opportunities. Consequently, we intend to launch a share offer in the 2021-22 tax year. Further details will be announced in due course.

Share buy-backs

We have maintained our policy of buying back our shares in the market, where necessary to maintain market liquidity, at a discount of 5% to NAV. During the year 1,396,228 shares, equivalent to approximately 1.5% of the opening share capital, were purchased for cancellation.

VCT legislation and qualifying status

The company has continued to meet the stringent and complex qualifying conditions laid down by HM Revenue & Customs for maintaining its approval as a VCT. Mercia monitors the position closely and reports regularly to the board.

No further amendments to the VCT legislation were announced by the Chancellor in his 2021 Spring Budget statement. We will continue to work closely with Mercia to maintain compliance with the scheme rules at all times.

Independent auditor

The audit committee regularly reviews the requirements and deadlines for mandatory audit tendering and rotation. As previously reported, the audit committee conducted a tender process in November 2020, as a result of which Mazars LLP, an international firm of chartered accountants, was appointed as independent auditor of the company for the year ended 31 March 2021. A resolution for its re-appointment will be proposed at the forthcoming AGM.

Outlook

Whilst the pandemic continues to affect the economic environment, we are encouraged by the progress made within the portfolio as a whole. We remain committed to supporting the development of entrepreneurial early stage businesses in the UK and believe that your company remains well placed to do so.

James Ferguson

Chairman

23 June 2021

Extracts from the audited financial statements for the year ended 31 March 2021 are set out below

INCOME STATEMENT

for the year ended 31 March 2021

	Year ended 31 March 2021			Year ended 31 March 2020
	Revenue  £000	Capital  £000	Total  £000	Revenue  £000	Capital  £000	Total  £000
Gain/(loss) on disposal of investments	-	8,646	8,646	-	(168)	(168)
Movements in fair value of investments	-	31,139	31,139	-	(9,943)	(9,943)
	----------	----------	----------	----------	----------	----------
	-	39,785	39,785	-	(10,111)	(10,111)
Income	1,500	-	1,500	1,126	-	1,126
Investment management fee	(462)	(3,019)	(3,481)	(435)	(1,304)	(1,739)
Other expenses	(404)	-	(404)	(363)	-	(363)
	----------	----------	----------	----------	----------	----------
Return before tax	634	36,766	37,400	328	(11,415)	(11,087)
Tax on return	(72)	72	-	-	-	-
	----------	----------	----------	----------	----------	----------
Return after tax	562	36,838	37,400	328	(11,415)	(11,087)
	----------	----------	----------	----------	----------	----------
Return per share	0.5p	33.4p	33.9p	0.3p	(12.1)p	(11.8)p

The dividends paid or proposed in respect of the year are 9.0p (2020: 4.0p)

BALANCE SHEET

as at 31 March 2021

	31 March 2021  £000	31 March 2020  £000
Fixed assets:
Investments	94,301	63,776
	----------	----------
Current assets:
Debtors	1,630	28
Cash and cash equivalents	23,397	8,876
	----------	----------
	25,027	8,904
Creditors (amounts falling due within one year)	(1,785)	(137)
	----------	----------
Net current assets	23,242	8,767
	----------	----------
Net assets	117,543	72,543
	----------	----------
Capital and reserves:
Called-up equity share capital	5,492	4,647
Share premium	19,716	7,428
Capital redemption reserve	502	432
Capital reserve	64,263	60,786
Revaluation reserve	26,105	(1,653)
Revenue reserve	1,465	903
	----------	----------
Total equity shareholders’ funds	117,543	72,543
	----------	----------
Net asset value per share	107.0p	78.1p

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2021

	---------------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	4,647	7,428	432	(1,653)	60,786	903	72,543
Return after tax	-	-	-	27,758	9,080	562	37,400
Dividends paid	-	-	-	-	(4,411)	-	(4,411)
Net proceeds of share issues	915	12,288	-	-	-	-	13,203
Shares purchased for cancellation	(70)	-	70	-	(1,192)	-	(1,192)
	----------	----------	----------	----------	----------	----------	----------
At 31 March 2021	5,492	19,716	502	26,105	64,263	1,465	117,543
	----------	----------	----------	----------	----------	----------	----------

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	4,393	840	299	9,166	65,665	2,368	82,731
Return after tax	-	-	-	(10,819)	(596)	328	(11,087)
Dividends paid	-	-	-	-	(1,967)	(1,793)	(3,760)
Net proceeds of share issues	387	6,588	-	-	-	-	6,975
Shares purchased for cancellation	(133)	-	133	-	(2,316)	-	(2,316)
	----------	----------	----------	----------	----------	----------	----------
At 31 March 2020	4,647	7,428	432	(1,653)	60,786	903	72,543
	----------	----------	----------	----------	----------	----------	----------

*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 2021

	Year ended	Year ended
	31 March 2021	31 March 2020
	£000	£000
Cash flows from operating activities:
Return before tax	37,400	(11,087)
Adjustments for:
(Gain)/loss on disposal of investments	(8,646)	168
Movement in fair value of investments	(31,139)	9,943
(Increase)/decrease in debtors	(482)	183
Increase/(decrease) in creditors	1,648	(65)
	----------	----------
Net cash outflow from operating activities	(1,219)	(858)
	----------	----------
Cash flows from investing activities:
Purchase of investments	(10,033)	(12,772)
Sale/repayment of investments	18,173	8,696
	----------	----------
Net cash inflow/(outflow) from investing activities	8,140	(4,076)
	----------	----------
Cash flows from financing activities:
Issue of ordinary shares	13,578	7,109
Share issue expenses	(375)	(135)
Share subscriptions held pending allotment	-	(6,493)
Purchase of ordinary shares for cancellation	(1,192)	(2,316)
Equity dividends paid	(4,411)	(3,760)
	----------	----------
Net cash inflow/(outflow) from financing activities	7,600	(5,595)
	----------	----------
Increase/(decrease) in cash and cash equivalents	14,521	(10,529)
Cash and cash equivalents at beginning of year	8,876	19,405
	----------	----------
Cash and cash equivalents at end of year	23,397	8,876
	----------	----------

INVESTMENT PORTFOLIO SUMMARY

as at 31 March 2021

	Cost £000	Valuation £000	% of net assets by value
Fifteen largest venture capital investments:
Entertainment Magpie Group	1,360	15,484	13.2
Lineup Systems	974	5,441	4.6
Currentbody.com	1,843	4,114	3.5
SHE Software Group	2,168	3,584	3.0
Intelling Group	1,118	3,343	2.8
Oddbox	638	3,110	2.6
Sorted Holdings	2,542	2,850	2.4
Idox*	530	2,710	2.3
Ideagen*	352	2,655	2.3
Clarilis	1,772	2,301	2.0
Volumatic Holdings	216	2,228	1.9
Buoyant Upholstery	907	2,145	1.8
Newcells Biotech	1,592	1,893	1.6
Knowledgemotion	1,740	1,743	1.5
Biological Preparations Group	1,915	1,732	1.5
	----------	----------	--------
Fifteen largest venture capital investments	19,667	55,333	47.0
Other venture capital investments	38,023	26,830	22.9
	----------	----------	--------
Total venture capital investments	57,690	82,163	69.9
Listed equity investments	10,506	12,138	10.3
	----------	----------	--------
Total fixed asset investments	68,196	94,301	80.2
	----------
Net current assets		23,242	19.8
		----------	--------
Net assets		117,543	100.0
		----------	--------

*Quoted on AIM

RISK MANAGEMENT

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 and emerging 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 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 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 UK withdrew from the European Union (EU) on 31 January 2020. The process of negotiating longer term trading arrangements between the UK and the EU is ongoing. 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 3 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 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 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 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 STATEMENT

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 J G D Ferguson (Chairman), Mr C J Fleetwood, Mr T R Levett, Mrs A B Brown and Mr J M O Waddell.

OTHER MATTERS

The financial information set out above does not constitute the company's statutory accounts for the years ended 31 March 2021 or 2020 but is derived from those accounts. Statutory accounts for 2019 have been delivered to the registrar of companies, and those for 2020 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified; (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report; and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The calculation of the return per share is based on the profit after tax for the year of £37,400,000 (2020: profit of £11,087,000) and on 110,299,514 (2020: 94,141,026) 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 2021 is based on net assets of £117,543,000 (2020: £72,543,000) divided by the 109,840,118 (2020: 92,939,827) ordinary shares in issue at that date.

If approved by shareholders, the proposed final dividend of 2.5 pence per share and the second interim dividend of 4.5 pence per share for the year ended 31 March 2021 will be paid on 27 August 2021 to shareholders on the register at the close of business on 13 August 2021.

The full annual report including financial statements for the year ended 31 March 2021 is expected to be posted to shareholders on or around 20 July 2021 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) is incorporated into, or forms part of, this announcement.