Half-year report

16 MAY 2019

NORTHERN VENTURE TRUST PLC

UNAUDITED HALF-YEARLY FINANCIAL REPORT FOR THE SIX MONTHS ENDED 31 MARCH 2019

Northern Venture Trust PLC is a Venture Capital Trust (VCT) whose investment adviser is NVM Private Equity.  The trust was one of the first VCTs launched on the London Stock Exchange in 1995.  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 2018 and 30 September 2018)

	Six months ended 31 March  2019	Six months ended 31 March  2018	Year ended 30 September  2018
Net assets	£92.0m	£93.7m	£93.9m
Net asset value per share	70.4p	70.7p	70.8p
Return per share: Revenue Capital Total	0.7p 0.8p 1.5p	0.4p 0.7p 1.1p	1.0p 2.3p 3.3p
Dividend per share declared in respect of the period Interim dividend Final dividend Total	2.0p – 2.0p	2.0p – 2.0p	2.0p 2.0p 4.0p
Cumulative return to shareholders since launch: Net asset value per share Dividends paid per share* Net asset value plus dividends paid per share	70.4p 166.5p 236.9p	70.7p 162.5p 233.2p	70.8p 164.5p 235.3p
Mid-market share price at end of period	64.50p	66.25p	66.00p
Tax-free dividend yield (based on the net asset per share)**	5.7%	6.3%	5.5%

*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

HALF-YEARLY MANAGEMENT REPORT FOR THE SIX MONTHS ENDED 31 MARCH 2019

The past six months have been another productive period for the company, with four new investments completed and three successful realisations.  We launched a top-up share offer in January, raising our £6.6 million target in just eight days and remain well capitalised to pursue further investment opportunities.  The profile of the unquoted portfolio is evolving as expected as we continue to acquire investments in earlier stage innovative UK companies with high growth potential.  As previously indicated, the profile of the new investments will lead to greater volatility in the timing and quantum of returns and maintaining the current net asset value per share whilst continuing to pay regular dividends remains a priority for your board.  After careful consideration, we have decided once again to declare an interim dividend of 2.0p per share in respect of the period to 31 March 2019.

Results and dividend
The unaudited net asset value (NAV) per share at 31 March 2019 was 70.4p, compared with the audited figure of 70.8p at 30 September 2018.  The total return per share before dividends for the six months ended 31 March 2019 as shown in the income statement was 1.5p (six months ended 31 March 2018: 1.1p), equivalent to 2.1% of the NAV at the start of the period.  Investment income of £1.5 million was higher than in the corresponding period last year (six months to 31 March 2018: £1.1 million) due largely to the benefit of a one-off receipt of interest arrears following an investment disposal.

Venture capital investments
Four new VCT-qualifying holdings were acquired during the period, for total consideration of £2.5 million.  These have all been in innovative earlier stage companies, developing a variety of disruptive products and services and requiring capital to scale up.  We expect that most of the earlier stage businesses we are backing will require further capital in order to realise their growth potential fully and we continue to channel an increasing proportion of our investment activity into follow-on funding rounds.  A total of £3.5 million was invested across seven existing portfolio companies during the period.   

Two notable investment realisations were completed during the period delivering total proceeds of £4.3 million and generating a gain of £1.8 million over cost.  Closerstill Group was the subject of a secondary buy-out led by Providence Equity Partners.  Since our original investment in the business was acquired in 2008, Northern Venture Trust has participated in several refinancing rounds with the original investment ultimately delivering seven times its cost over the entire holding period.  Lanner Group was sold to a multinational trade acquirer, delivering a return of two times cost over the life of the investment.

In addition to the investment sales, both Graza and Volumatic Holdings redeemed loan stock totalling £1.2 million during the period.

Following the venture capital investments and disposals during the period, around 50% by value of our venture capital portfolio at the period-end still comprises investments in more mature businesses acquired under previous VCT rules.  We hope that this portfolio will continue to provide investment income and a series of profitable realisations in the years ahead as the earlier stage portfolio develops.

Shareholder issues
Having reviewed the forecast cash requirements for 2019 and beyond, we launched a top-up offer of new ordinary shares in January, to raise up to £6.6 million.  Strong demand was experienced and the offer was fully subscribed by existing shareholders approximately one week after opening.  Your directors would like to thank all applicants for their show of support in the company and its investment strategy.

Our dividend investment scheme, which enables shareholders to re-invest their dividends 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.

We have maintained our policy of being willing to buy back the company’s shares in the market, when necessary in order to maintain liquidity, at a 5% discount to NAV.  During the six months ended 31 March 2019 a total of 2,791,000 shares were repurchased by the company for cancellation, representing around 2.1% of the opening ordinary share capital.

VCT legislation and regulation
Following significant changes to the VCT legislation announced in November 2017, the Chancellor of the Exchequer did not include any further updates in his most recent Autumn Budget.  The previously announced amendments are still being introduced on a phased basis and the main change in the short term is that the minimum proportion of investments required to be held in VCT-qualifying holdings will increase from 70% to 80%.  This change will first apply to your company from 30 September 2019 and we will continue to work closely with our investment adviser, NVM in order to maintain compliance with the relevant legislation 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, but provided little guidance on how this should work in practice.  Since the consultation NVM has been in discussions with HMRC, professional advisers and other market participants on this topic and progress has recently been made, with formal guidance on the self-assurance process now available.  Your board has therefore concluded that it is appropriate for the company to self-assure those investments meeting certain criteria, where a professional opinion has been obtained by NVM supporting their eligibility.

VCT qualifying status
The company has continued to meet the stringent 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
The political and economic environment has remained uncertain over the past few years and the lack of clarity over the outcome of the ongoing negotiations between Britain and the rest of the EU looks set to continue.  We remain committed to expanding the portfolio of innovative earlier stage companies and believe that the potential returns from these investments in the medium to long term remain attractive.

On behalf of the Board

Simon Constantine
Chairman

Extracts from the unaudited half-yearly financial statements for the six months ended 31 March 2019 are set out below.

INCOME STATEMENT
(unaudited) for the six months ended 31 March 2019

	Six months ended 31 March 2019				Six months ended 31 March 2018
	Revenue  £000	Capital  £000	Total  £000		Revenue  £000	Capital  £000	Total  £000
Gain on disposal of investments	-	511	511		-	415	415
Movements in fair value of investments	-	1,148	1,148		-	1,018	1,018
	----------	----------	----------		----------	----------	----------
	-	1,659	1,659		-	1,433	1,433
Income	1,489	-	1,489		1,088	-	1,088
Investment management fee	(222)	(667)	(889)		(216)	(648)	(864)
Other expenses	(250)	-		(250)	(241)	(11)	(252)
	----------	----------	----------		----------	----------	----------
Return on ordinary activities before tax	1,017	992	2,009		631	774	1,405
Tax on return on ordinary activities	(143)	143	-		(96)	96	-
	----------	----------	----------		----------	----------	----------
Return on ordinary activities after tax	874	1,135	2,009		535	870	1,405
	----------	----------	----------		----------	----------	----------
Return per share	0.7p	0.8p	1.5p		0.4p	0.7p	1.1p

				Year ended 30 September 2018
				Revenue  £000	Capital  £000	Total  £000
Gain on disposal of investments				-	4,997	4,997
Movements in fair value of investments				-	(1,039)	(1,039)
				----------	----------	----------
				-	3,958	3,958
Income				2,491	-	2,491
Investment management fee				(427)	(1,281)	(1,708)
Other expenses				(449)	(11)	(460)
				----------	----------	----------
Return on ordinary activities before tax				1,615	2,666	4,281
Tax on return on ordinary activities				(257)	257	-
				----------	----------	----------
Return on ordinary activities after tax				1,358	2,923	4,281
				----------	----------	----------
Return per share				1.0p	2.3p	3.3p

BALANCE SHEET
(unaudited) as at 31 March 2019

	31 March 2019	31 March 2018	30 September 2018
	£000	£000	£000
Fixed assets:
Investments	71,183	72,988	69,318
	----------	----------	----------
Current assets:
Debtors	229	312	141
Cash and cash equivalents	27,245	20,539	24,557
	----------	----------	----------
	27,474	20,851	24,698
Creditors (amounts falling due within one year)	(6,697)	(120)	(106)
	----------	----------	----------
Net current assets	20,777	20,731	24,592
	----------	----------	----------
Net assets	91,960	93,719	93,910
	----------	----------	----------
Capital and reserves:
Called-up equity share capital	32,641	33,159	33,142
Share premium	1,133	481	817
Capital redemption reserve	1,576	663	879
Capital reserve	49,028	50,767	51,617
Revaluation reserve	5,599	7,036	6,346
Revenue reserve	1,983	1,613	1,109
	----------	----------	----------
Total equity shareholders’ funds	91,960	93,719	93,910
	----------	----------	----------
Net asset value per share	70.4p	70.7p	70.8p

STATEMENT OF CHANGES IN EQUITY

(unaudited) for the six months 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 October 2018	33,142	817		879		6,346		51,617			1,109			93,910
Return on ordinary activities
after tax	-	-		-		(747)		1,882			874			2,009
Dividends paid	-	-		-		-		(2,651)			-			(2,651)
Net proceeds of share issues	196	316		-		-		-			-			512
Shares purchased for cancellation	(697)	-		697		-	(1,820)			-		(1,820)
Cancellation of share premium reserve	-	-	-		-		-			-			-
	----------	----------		----------		----------		----------			----------			----------
At 31 March 2019	32,641	1,133		1,576		5,599		49,028			1,983			91,960
	----------	----------		----------		----------		----------			----------			----------

STATEMENT OF CHANGES IN EQUITY

(unaudited) for the six months 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 October 2017	26,256	6,941	544	5,972		34,150	2,397	76,260
Return on ordinary activities
after tax	-	-	-	1,064		(194)	535	1,405
Dividends paid	-	-	-	-		(2,643)	(1,319)	(3,962)
Net proceeds of share issues	7,022	13,311	-	-		-	-	20,333
Shares purchased for cancellation	(119)	-	119	-		(317)	-	(317)
Cancellation of share premium reserve	-	(19,771)	-	-		19,771	-	-
	----------	----------	----------	----------		----------	----------	----------
At 31 March 2018	33,159	481	663	7,036		50,767	1,613	93,719
	----------	----------	----------	----------		----------	----------	----------

STATEMENT OF CHANGES IN EQUITY

for the year ended 30 September 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 October 2017	26,256	6,941	544	5,972	34,150	2,397	76,260
Return on ordinary activities
after tax	-	-	-	374	2,549	1,358	4,281
Dividends paid	-	-	-	-	(3,966)	(2,646)	(6,612)
Net proceeds of share issues	7,221	13,647	-	-	-	-	20,868
Shares purchased for cancellation	(335)	-	335	-	(887)	-	(887)
Cancellation of share premium reserve	-	(19,771)	-	-	19,771	-	-
	----------	----------	----------	----------	----------	----------	----------
At 30 September 2018	33,142	817	879	6,346	51,617	1,109	93,910
	----------	----------	----------	----------	----------	----------	----------

*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 31 March 2019

	Six months ended		Six months ended		Year ended
	31 March 2019		31 March 2018		30 September 2018
	£000		£000		£000
Cash flows from operating activities:
Return on ordinary activities before tax	2,009		1,405		4,281
Adjustments for:
Gain on disposal of investments	(511)		(415)		(4,997)
Movement in fair value of investments	(1,148)		(1,018)		1,039
(Increase)/decrease in debtors	(89)	349			520
(Decrease)/increase in creditors	(3)	39			25
	----------		----------		----------
Net cash inflow from operating activities	258	360			868
	----------		----------		----------
Cash flows from investing activities:
Purchase of investments	(12,963)		(7,033)		(14,257)
Sale/repayment of investments	12,757		1,176		14,596
	----------		----------		----------
Net cash (outflow)/inflow from investing activities	(206)		(5,857)		339
	----------		----------		----------
Cash flows from financing activities:
Issue of ordinary shares	540		20,769		21,317
Share issue expenses	(26)		(435)		(449)
Share subscriptions held pending allotment	6,593		-		-
Purchase of ordinary shares for cancellation	(1,820)			(317)		(887)
Equity dividends paid	(2,651)		(3,962)		(6,612)
	----------		----------		----------
Net cash inflow from financing activities	2,636		16,055		13,369
	----------		----------		----------
Net increase in cash and cash equivalents	2,688		10,558		14,576
Cash and cash equivalents at beginning of period	24,557		9,981		9,981
	----------		----------		----------
Cash and cash equivalents at end of period	27,245		20,539		24,557
	----------		----------		----------

INVESTMENT PORTFOLIO SUMMARY
as at 31 March 2019

	Cost £000	Valuation £000	% of net assets by valuation
Fifteen largest venture capital investments:
Sorted Holdings	3,022	4,034	4.4%
MSQ Partners Group	1,695	3,533	3.8%
Agilitas IT Holdings	1,662	3,315	3.6%
No 1 Lounges	2,006	2,990	3.3%
Lineup Systems	975	2,910	3.2%
SHE Software Group	2,058	2,243	2.4%
Volumatic Holdings	1,078	2,112	2.3%
Entertainment Magpie Group	1,611	2,051	2.2%
Biological Preparations Group	2,366	1,928	2.1%
Currentbody.com	1,413	1,817	2.0%
AVID Technology Group	1,353	1,721	1.9%
It’s All Good	1,205	1,701	1.8%
Weldex (International) Offshore Holdings	3,262	1,670	1.8%
Intelling Group	1,222	1,647	1.8%
Intuitive Holding	1,674	1,630	1.8%
	------------	------------	------------
	26,602	35,302	38.4%
Other venture capital investments	29,662	26,191	28.5%
	------------	------------	------------
Total venture capital investments	56,264	61,493	66.9%
Listed equity investments	9,320	9,690	10.6%
	------------	------------	------------
Total fixed asset investments	65,584	71,183	77.4%
	------------
Cash and cash equivalents		27,245	29.6%
Debtors less creditors		(6,468)	(7.0%)
		------------	------------
Net assets		91,960	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 investment adviser 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 advisers, including NVM 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 adviser 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 investment adviser.  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 adviser 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 31 March 2019 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 30 September 2018 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 30 September 2018.

Each of the directors confirms that to the best of their 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 S J Constantine (Chairman), Mr N J Beer, Mr R J Green, Mr T R Levett, Mr D A Mayes and Mr H P Younger.

The calculation of return per share is based on the return on ordinary activities after tax for the six months ended 31 March 2019 and on 131,929,348 (2018: 127,587,005) 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 31 March 2019 divided by the 130,562,141 (2018: 132,635,462) ordinary shares in issue at that date.

The interim dividend of 2.0p per share for the year ending 30 September 2019 will be paid on 27 June 2019 to shareholders on the register at the close of business on 7 June 2019.

A copy of the half-yearly financial report for the six months ended 31 March 2019 is expected to be posted to shareholders by 30 May 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.