Half-year Report

Unicorn AIM VCT PLC

23 May 2024

 

Unicorn AIM VCT plc ("The Company")

Half-Yearly Report Announcement for the six months ended 31 March 2024

Financial Highlights

For the six months ended 31 March 2024

·   Special interim dividend of 11.7 pence per share paid during the period.

·   Net Asset Value ("NAV") total return per share for the six months ended 31 March 2024, after adding the back the dividends paid in the period, was -3.1%.

·   £8.9 million of qualifying investments (£5.5 million new, £3.4 million follow-on) made in the period.

·   Interim dividend of 3.0 pence per share declared for the six months ended 31 March 2024.

·  The Offer for Subscription launched on 26 January 2024 and was fully subscribed raising £19.5 million (after costs of £0.5 million).

Fund Performance

Ordinary Shares	Shareholders' Funds* (£million)	Net asset value per share (NAV) (p)	Cumulative dividends paid per share**  (p)	Net asset value plus cumulative dividends paid per share**  (p)	Share price (p)
31 March 2024	199.5	103.6	114.7	218.3	91.5
30 September 2023	211.9	122.6	99.5	222.1	103.5
31 March 2023	218.4	125.5	96.5	222.0	103.5
30 September 2022	221.1	134.8	93.0	227.8	126.5

* Shareholders' funds/net assets as shown in the Condensed Statement of Financial Position below.

 

** Total dividends (including special dividends) paid since 30 September 2014.

 

Percentage of Assets Held as at 31 March 2024
Description	Total	Qualifying	Non- qualifying
	%	%	%
AIM Traded	63.0	61.6	1.4
Unquoted	14.8	14.8	-
Other funds	14.0	-	14.0
Fully Listed	7.3	-	7.3
Cash and other assets	0.9	-	0.9
Valuation based on fair value

Chair's Statement

I am pleased to present the unaudited Half-Yearly Report of the Company for the six-month period ended 31 March 2024.

As at 31 March 2024, the net assets of the Company were £199.5 million. This figure is £12.3 million lower than at the start of the current financial year. After accounting for the additional shares in issue following a successful Offer for Subscription, and adding back dividends paid in the period, the total return in the six-month period under review was -3.1%. This compared to a total return of +3.3% from the FTSE AIM All-Share Index. It is worth noting that the FTSE AIM 100 Index (the largest 100 companies on AIM) delivered a total return of +5.4% for the period, while the rest of the index delivered a return of -1.23%, illustrating the weak performance of the smaller companies listed on the Index, many of which we hold.

As was the case in the first half of the Company's previous financial year, the relative returns during the first six months of this financial year have been underwhelming overall. While it is encouraging that the Company has once again delivered meaningful income returns to Shareholders via both special and regular dividends, it is nonetheless disappointing to report on a period of underperformance in capital value. The relative underperformance experienced during the period under review was predominantly caused by the Company's requirement to invest in early stage, scale-up businesses that are typically loss-making. Such businesses often require multiple funding rounds in order to achieve sustainable profitability. Securing further funding is often a challenging process, but this challenge becomes particularly acute during periods in which investor sentiment is weak. Inevitably, many of our investments are in businesses that are at an early stage of their development. It is this portion of the portfolio that has experienced the greatest share price pressure.

The wider UK equity market continues to struggle more than most global equity markets, and it is clear that investor sentiment towards listed UK companies remains weak. This may be due to the weighting towards value rather than growth stocks in the UK index and also because UK economic performance remains relatively weak.

The first quarter of the Company's financial year (Q4 2023) saw a positive return for AIM stocks with the FTSE AIM All-Share Index staging a reasonable recovery from the lows reached in October 2023 and registering a total return of +5.7% in the three months ended 31 December 2023. These gains were largely in response to improving trends in inflation, supported by increased M&A activity, and slowly improving levels of overall market liquidity. During this same three-month period, the Unicorn portfolio delivered a net asset value total return of +1.3%.

The second quarter of the Company's financial year (Q1 2024) saw a negative return for the AIM Index, as investor optimism surrounding the prospects for many smaller companies on both the main market and AIM once again subsided. During the three months ended 31 March 2024, the FTSE AIM All-Share Index registered a total return of -2.3%, while the Company delivered a net asset value total return of -4.4%. This reversal of fortune, from the previous three months, was largely triggered by geopolitical tensions and the realisation that interest rates might remain higher for longer than initially anticipated. The biggest UK listed companies once again performed more strongly, illustrated by the FTSE 100 Index total return of +3.9% over the same three-month period.

Persistently elevated interest rates, combined with inflation woes and an uncertain economic and political landscape continue to depress the valuations of smaller listed businesses, which in turn has acted as a trigger for increased levels of M&A activity. Following successful trade bids in 2023 for Abcam, City Pub Company and Instem, the first quarter of 2024 has seen further corporate activity. One of our longest held investments, Mattioli Woods recently received a takeover bid from Pollen Street Capital, a UK listed private equity firm. The bid values Mattioli Woods at a 34% premium to its pre-announcement share price. Meanwhile, Belvoir Group, another meaningful holding within the portfolio, announced that it had agreed to merge with The Property Franchise Group, its closest competitor, to create a business of greater scale. Given the currently depressed valuations of many smaller companies on both the main market and AIM, it is likely that takeover activity will remain a feature of the UK stock market this year.

While there have been a small number of unexpectedly weak trading updates in the six months under review, the resilience of the majority of the portfolio has been encouraging. Tough periods are never easy; however, Shareholders should take comfort in the fact that Unicorn's investment team is highly experienced and has effectively managed the portfolio through multiple market cycles. They believe that the portfolio is currently particularly well placed to deliver positive total returns for investors in the longer term.

Investment Performance

A review of the ten most meaningful contributors to performance in absolute terms (both positive and negative) follows.

Hasgrove (13.4% of assets, +£3.40 million)

Hasgrove is an unquoted holding company, which owns an operating subsidiary called Interact. Interact is a fast-growing global provider of corporate intranet solutions that operates a Software-as-a-Service (SaaS) business model. In the financial year ended 31 December 2023, Hasgrove's revenues grew by 26%, while adjusted earnings increased by 23%. The current financial year has begun in a more subdued fashion however, with new business prospects taking longer to convert into formal contracts. Despite this slow start, the pipeline of new contracts remains strong, with a notable increase in the number of opportunities nearing finalisation, indicating promising growth ahead for Hasgrove. Reflecting the company's strong performance history and the positive results in FY23, the carrying Fair Value of the Company's investment was raised to £26.8 million, marking a +13.6% increase from the closing Fair Value of £23.6 million as at the VCT's last financial year-end.

Mattioli Woods (3.8% of net assets, +£2.14 million)

Mattioli Woods is a leading provider of wealth management and employee benefits in the UK. With over 20,000 clients and greater than £15 billion assets under management, it offers a range of financial services including pension advice and administration, asset management, property management and employee benefits. During the period, a listed private equity firm, Pollen Street Capital, agreed to buy Mattioli Woods for £432 million in cash. The transaction, if approved via a Scheme of Arrangement, values Mattioli Woods at £8.04 per share, equivalent to a 34.0% premium to its closing price immediately prior to the bid offer announcement. The proposed transaction remains subject to regulatory approval and Shareholder consent.

MaxCyte (4.2% of net assets, +£2.11 million)

MaxCyte is a leading biotechnology business, which has developed a technology platform to enable the precision engineering of human cells for a wide range of therapeutic applications. Several prominent drug developers and academic institutions already utilise MaxCyte's unique technology to pioneer new cell therapies targeting cancer and other rare genetic diseases. During 2023, MaxCyte achieved a significant milestone when its cell therapy-based treatment for Sickle Cell Disease (SCD), secured FDA approval. This is the first treatment therapy utilising MaxCyte's Flow Electroporation technology to gain FDA approval. In January 2024, this treatment also obtained regulatory approval for treating transfusion-dependent beta-thalassemia (TDT). MaxCyte is set to receive royalty payments from the sales of these treatments, without the need for any further capital expenditure. While the period under review was operationally challenging, these new FDA approvals further validate MaxCyte's platform and its ability to generate significant future value for all Shareholders.

Cohort (3.9% of net assets, +£1.97 million)

Cohort is a holding company that wholly owns several subsidiaries focusing on technology for defence and security customers. These subsidiaries specialise in areas such as electro-optical systems and communication technologies. Their product and service-based solutions span land, sea, and air domains, while also serving civil customers in the transport and oil & gas markets. In recent months, Cohort has secured multiple significant, long-term contracts. Notably, its subsidiary, Systems Engineering and Assessments Ltd, received a major award from the UK's Ministry of Defence. The contract's minimum value over the next ten years is £135 million, with work due to begin immediately. Together with other recent business wins, this contract is expected to materially enhance Cohort's forecast earnings. The Group, as a whole, ended its interim trading period, with a record order book of £353.9 million and over 95% visibility over its full-year revenue target.

Tracsis (7.4% of net assets, +£1.65 million)

Tracsis is a technology and software business split into two divisions; a rail technology business and a traffic and data services business. Renowned for its provision of software, hardware, data analytics, and services for rail, traffic data, and broader transport industries, Tracsis develops innovative solutions such as; smart ticketing and automated delay repayment software to enhance customer experiences. In its recent interim trading update, the company highlighted notable advancements. Within its rail technology and services division, the addressable pipeline for major software opportunities in the UK and North American markets has more than doubled, owing to increased investment in sales teams. Similarly, the data, analytics, consultancy, and events division surpassed expectations, driven by heightened activity in events and traffic data survey work, which supports large UK transport infrastructure projects. Tracsis also continues to implement a transformation project, focusing on enhancing operational agility and efficiency, thereby positioning the Group for further expansion.

Directa Plus (0.5% of net assets, -£1.70 million)

Directa Plus is a leading manufacturer and supplier of graphene. Graphene is a versatile material with applications spanning the consumer, energy, automotive, and aerospace markets. Directa Plus continues to advance its groundbreaking technology, solidifying its position as a global leader in graphene production. Despite facing many challenges during the past year, such as delays in anticipated contract awards and general macro and geopolitical uncertainties, Directa Plus made significant progress in 2023. The company has secured multiple new contracts across key geographies and verticals, improved margins through rigorous cost-control measures, and further advanced its portfolio of innovative graphene-based products. This progress has not been reflected in share price terms, which may be because investors are concerned about the company's future funding requirements as it currently remains a loss-making business.

Aurrigo (3.5% of net assets, -£1.69 million)

Aurrigo is a leading provider of highly specialised autonomous transport solutions, which are predominately for use in the aviation ground handling industry. Aurrigo's patent protected autonomous vehicles promise more efficient baggage transportation to and from aircraft, thereby reducing labour reliance and minimising the frequency and severity of accidents. Since its IPO in September 2022, Aurrigo has made significant progress, signing partnerships with prominent entities such as Changi Airport in Singapore, International Airlines Group (IAG) in the UK, Cincinnati Airport, Stuttgart Airport, Munich Airport, and Amsterdam Airport Schiphol. To support this increased activity and cover customer rollout investments, Aurrigo successfully raised approximately £4 million during the period. Despite having met expectations in terms of product development and the successful signing of commercial agreements with various airport operators, this funding round proved to be particularly challenging for Aurrigo. As a consequence, the new shares were issued at a significant discount to the prevailing share price.

Avacta Group (1.1% of net assets, -£3.07 million)

Avacta is a clinical-stage biotechnology company developing novel cancer therapies and powerful diagnostic tools based on its proprietary Affimer® and pre|CISION™ platforms. Its lead programme, AVA6000, is currently undergoing Phase 1a clinical trials, the initial results of which have been encouraging. During the period under review, Avacta raised a further £30 million to help fund AVA6000's continued development pathway. Given the difficult funding environment, Avacta's equity issuance was completed at a substantial discount to the underlying share price at the time of the funding round. Subject to the successful completion of clinical trials and receipt of all necessary regulatory approvals, AVA6000 has the potential to become a leading form of cancer treatment.

Surface Transforms (0.8% of net assets, -£3.21 million)

Surface Transforms is a manufacturer of carbon fibre ceramic brake discs for the automotive industry. In the first quarter of its current financial year, the company generated revenues of £3 million, which fell well short of expectations. Despite making significant operational improvements, some issues persist; most notably surrounding quality control and unacceptably low manufacturing yields. Investment in new equipment and an expansion of the manufacturing facility, combined with numerous operational improvements, should enable management to achieve its full year revenue target of £23 million (FY 2023: £8.3 million).

Oxford Biodynamics (0.8% of assets, -£4.29 million)

Oxford Biodynamics is a biotechnology company dedicated to advancing healthcare by creating and distributing precision tests for life-changing diseases. The company's pioneering EpiSwitch technology, is principally acknowledged for its ability to assist in a more accurate diagnosis of prostate cancer. With two precision medical tests already available in the US, and two more tests awaiting market release, the company is now fully focused on commercialisation. During its most recent financial year; a heightened level of commercial activity, laboratory expansion and an increased investment in building sales & marketing capacity, have resulted in high levels of cash outflows. A successful £10 million fund raise was concluded in March 2024, which should now enable management to guide the business toward sustainable profitability. Given the challenges faced by early-stage businesses such as Oxford Biodynamics, the successful completion of its latest funding round was creditable, despite having to be concluded at a substantial discount to the underlying share price. With further funding now secured, Oxford Biodynamics has a significant market opportunity. The effectiveness and relevance of its key product is proven and the management team are now focused on maximising revenues from the sale of EpiSwitch in North America.

Investment Activity

Investment activity has continued to increase from a low base and has been markedly more active than during the first half of the previous financial year. Whilst the economic and geopolitical backdrop remains mixed the outlook for many companies wishing to pursue an AIM listing or seeking follow-on funding has improved. The first half of the financial year has seen the Manager deploy almost £9.0 million of capital in eight qualifying opportunities vs. two investments totalling £2.1 million in the first half of the previous year.

Qualifying investments have included new positions in; Eden Research (£1.5 million), SkinBio Theraputics (£1.5 million), EDX Medical Group (£1.0 million) and Equipmake (£1.5 million) as well as follow-on investments in; Aurrigo (£1.5 million), Verici DX (£1.0 million), LungLife AI (£0.8 million) and PCI-PAL (£0.1 million). The Investment Manager maintains regular contact with the management teams of investee companies in order to monitor performance and help ensure that they continue to effectively navigate the difficult prevailing economic conditions. While the IPO market remains relatively subdued, the increase in deal flow in the first half of the financial year, combined with a promising investment pipeline, provides some confidence that investment conditions may continue to improve during the second half.

Offer for Subscription

The Company's latest Offer for Subscription was launched on 26 January 2024 and opened for applications on 8 February 2024. The Offer reached full subscription of £20 million on 15 February 2024 and was closed shortly thereafter. Under the Offer the Company allotted 18,692,025 Ordinary Shares on 11 March 2024. On behalf of the Board, I would like to welcome all new Shareholders and to thank existing Shareholders for their continued support.

Dividends

The Board has declared an interim dividend of 3.0 pence per share, for the six months ended 31 March 2024. This interim dividend will be paid on 13 August 2024 to Shareholders on the register on 12 July 2024. The shares will be quoted ex-dividend on 11 July 2024. Dividend decisions are taken by the VCT Board and are always subject to a number of factors including; market conditions, satisfactory returns, and/or availability of cash and distributable reserves.

Sanctions Checking

Following recent legislative changes and the widening of the UK financial sanctions regime, the Company must ensure that dividends are only paid to persons who have been sanction checked. As described on page 22 of the Half Yearly Report a small number of Shareholders have not provided date of birth information for this checking to be undertaken. The Directors have taken the decision to withhold payments to those Shareholders until this information is received. Please contact us via any of the 3 methods detailed on page 22 of the Half Yearly Report if you have not responded to requests to provide your date of birth to ensure that you receive all dividends owing to you.

Dividend Reinvestment Scheme ("DRIS")

On 14 February 2024, 3,258,145 Ordinary Shares were allotted at a price of 107.7 pence per share, being the latest published net asset value at 31 January 2024, to Shareholders who elected to receive Ordinary Shares under the DRIS as an alternative to the final cash dividend for the year ended 30 September 2023 and the special cash dividend in respect of the year ending 30 September 2024.

Share Buybacks      

During the period from 1 October 2023 to 31 March 2024, the Company bought back 2,190,947 of its own Ordinary Shares for cancellation, at a price of 92.0 pence per share excluding costs, 92.5 pence including costs.

As at 31 March 2024, there were 192,635,379 Ordinary Shares in issue.

Material Transactions

Other than the Offer for Subscription, Share Buybacks and the purchase of investments described above, there were no material transactions in the six-month period ended 31 March 2024.

VCT Status

The Company comfortably exceeded the VCT qualifying threshold required by HM Revenue & Customs, with approximately 100% (excluding new capital) of total assets by VCT value being invested in VCT qualifying companies at the end of the period under review. The Company has complied with all other HM Revenue & Customs regulations, and your Board has been advised by PwC that the Company has maintained its Venture Capital Trust status.

Summary & Outlook

The AIM Index is a key component in the sourcing of funding for early-stage growth companies. In more benign environments AIM-listed stocks can often deliver attractive returns. However, in the current environment the challenges are clear. In recent years, a growing disillusionment with the UK stock market as a whole, aggravated by a persistently weak economy, has disproportionately impacted the value of AIM-listed companies. As a result, many AIM companies now appear to be fundamentally undervalued, and a Venture Capital Trust presents a unique opportunity for discerning investors to access both new businesses coming to market at attractive valuations and provide follow-on funding to many others trading at a significant discount to their historic valuations.

Economic indicators are gradually improving, including the decline in the rate of inflation. This positive trend has prompted the Bank of England to consider reducing interest rates, a move that historically benefits smaller companies. Additionally, a resurgence in IPO activity and M&A deals hints at some renewed market optimism. Government initiatives designed to encourage greater investment into the UK equity market, such as the newly launched British ISA and the potential introduction of laws requiring UK pension funds to increase the percentage of their total assets invested in UK equities, signal increasing cross-party support for the UK equity market.

With the valuation of the FTSE AIM All-Share Index currently at historically low levels and with realistic prospects for a steady decline in interest rates, combined with an improvement in economic performance, there are sound reasons for optimism about prospects for the portfolio during the second half of the current financial year.

Tim Woodcock

Chair

22 May 2024

Investment Objective

The Company's objective is to provide Shareholders with an attractive return from a diversified portfolio of investments, predominantly in the shares of AIM quoted companies, by maintaining a steady flow of dividend distributions to Shareholders from the income as well as capital gains generated by the portfolio.

It is also the objective that the Company should continue to qualify as a Venture Capital Trust, so that Shareholders benefit from the taxation advantages that this brings. To achieve this at least 80% for accounting periods commencing after 6 April 2019 (previously 70%) of the Company's total assets are to be invested in qualifying investments of which 70% by VCT value (30% in respect of investments made before 6 April 2018 from funds raised before 6 April 2011) must be in ordinary shares which carry no preferential rights (save as permitted under VCT rules) to dividends or return of capital and no rights to redemption.

Investment Policy

In order to achieve the Company's investment objective, the Board has agreed an investment policy which requires the Investment Manager to identify and invest in a diversified portfolio, predominantly of VCT qualifying companies quoted on AIM that display a majority of the following characteristics:

➢ experienced and well-motivated management;

➢ products and services supplying growing markets;

➢ sound operational and financial controls; and

➢ potential for good cash generation in due course, to finance ongoing development and support for a progressive dividend policy.

Asset allocation and risk diversification policies, including maximum exposures, are to an extent governed by prevailing VCT legislation. No single holding may represent more than 15% (by VCT value) of the Company's total investments and cash, at the date of investment.

There are a number of VCT conditions which need to be met by the Company which may change from time to time. The Investment Manager will seek to make qualifying investments in accordance with such requirements.

Asset Mix

Where capital is available for investment while awaiting suitable VCT qualifying opportunities or is in excess of the 80% VCT qualification threshold for accounting periods commencing after 6 April 2019 (previously 70%), it may be held in cash or invested in money market funds, collective investment vehicles or non-qualifying shares and securities of fully listed companies registered in the UK.

Borrowing

To date the Company has operated without recourse to borrowing. The Board may however consider the possibility of introducing modest levels of gearing up to a maximum of 10% of the adjusted capital and reserves, should circumstances suggest that such action is in the interests of Shareholders.

Venture Capital Trust Status

The Company has satisfied the requirements for approval as a Venture Capital Trust ("VCT") under section 274 of the Income Tax Act 2007 (ITA). It is the Directors' intention to continue to conduct the business of the Company so as to maintain compliance with that section.

Unaudited Investment Portfolio Summary

as at 31 March 2024

Qualifying investments	Book cost £'000	Valuation £'000	% of net assets by value *
AIM quoted investments:
Tracsis	1,500	14,850	7.4
MaxCyte	2,926	8,326	4.2
Cohort	1,279	7,872	3.9
Mattioli Woods	1,626	7,646	3.8
Tristel	878	7,032	3.5
Aurrigo Group	4,458	6,896	3.5
Avingtrans	996	6,308	3.2
AB Dynamics	793	4,250	2.1
Anpario	1,422	4,196	2.1
The Property Franchise Group (formerly Belvoir Group)	1,883	4,154	2.1
Idox	1,242	3,946	2.0
Access Intelligence	3,159	3,522	1.8
Animalcare Group	2,401	3,380	1.7
Keywords Studio	304	3,213	1.6
Feedback	4,000	3,036	1.5
Futura Medical	2,300	2,277	1.1
Avacta Group	932	2,129	1.1
SulNOx Group	1,800	2,092	1.0
Verici DX	3,125	1,832	0.9
Arecor Therapeutics	2,778	1,618	0.8
Surface Transforms	3,164	1,603	0.8
Oxford Biodynamics	2,750	1,567	0.8
Oberon Investments Group	2,000	1,500	0.8
Equipmake Holdings	1,500	1,375	0.7
PCI-PAL	1,023	1,221	0.6
Tribe Technology	2,000	1,100	0.6
Directa Plus	4,610	1,057	0.5
Destiny Pharma	2,500	1,019	0.5
Eden Research	1,500	992	0.5
SkinBioTherapeutics	1,500	987	0.5
48 investments, each valued at less than 0.5% of net assets	56,184	11,926	6.0
	118,533	122,922	61.6
Qualifying investments
Unlisted investments
Hasgrove	1,283	26,786	13.4
nkoda Limited	2,496	1,283	0.7
Heartstone Inns	1,113	766	0.4
Phynova Group	1,500	301	0.2
LightwaveRF	2,616	279	0.1
7 investments, each valued at less than 0.1% of net assets	9,755	-	-
	18,763	29,415	14.8
Total qualifying investments	137,296	152,337	76.4
Non-qualifying investments
Fully listed UK equities	16,632	14,523	7.3
AIM quoted investments	3,680	2,893	1.4
Other unlisted investments each valued at less than 0.1% of net assets	368	-	-
	20,680	17,416	8.7
OEICs and Unit Trusts
Blackrock Cash Fund Class D (Unit Trust)	12,583	12,587	6.3
Royal London Short Term Money Market Fund Y(OEIC)	11,538	11,560	5.8
Unicorn Ethical Fund (OEIC) Income	4,483	3,765	1.9
	28,604	27,912	14.0
Total non-qualifying investments	49,284	45,328	22.7
Total investments	186,580	197,665	99.1
Cash and cash equivalents		3,438	1.7
Current assets		385	0.2
Current liabilities		(1,948)	(1.0)
Net assets		199,540	100.0

* Based on fair value not VCT carrying value

 

Responsibility Statement

Directors' Statement of Principal Risks and Uncertainties

The important events that have occurred during the period under review and the key factors influencing the financial statements are set out in the Chair's Statement above.

In accordance with DTR 4.2.7, the Directors consider that with the exception of those mentioned below, the principal risks and uncertainties facing the Company have not materially changed since the publication of the Annual Report and Accounts for the year ended 30 September 2023.

The principal risks faced by the Company include, but are not limited to:

•    investment and strategic

•    regulatory and tax

•    operational

•    fraud, dishonesty and cyber

•    financial instruments

•    economic and political

•    black swan events

In addition, the Directors also assess the possibility of new and emerging risks.

A more detailed explanation of these risks and the way in which they are managed can be found in the Strategic Report on pages 32 and 33 and in the Notes to the Financial Statements on pages 79 and 80 of the 2023 Annual Report and Accounts - copies can be found via the Company's website, www.unicornaimvct.co.uk.

Directors' Statement of Responsibilities in Respect of the Financial Statements

In accordance with Disclosure and Transparency Rule (DTR) 4.2.10, Tim Woodcock (Chair), Charlotta Ginman (Senior Independent Director), Jeremy Hamer (Chair of the Audit Committee) and Josie Tubbs, the Directors, confirm that to the best of their knowledge:

● the condensed set of financial statements, which have been prepared in accordance with FRS 104 "Interim Financial Reporting" give a true and fair view of the assets, liabilities, financial position and loss of the Company for the period ended 31 March 2024, as required by DTR 4.2.4;

● this Half-Yearly Report includes a fair review of the information required as follows:

the interim management report included within the Chair's Statement and the Investment Portfolio Summary, includes a fair review of the information required by DTR 4.2.7 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 facing the Company for the remaining six months of the year; and

were no other related party transactions in the first six months of the current financial year that are required to be disclosed in accordance with DTR 4.2.8.

Cautionary Statement

This report may contain forward looking statements with regards to the financial condition and results of the Company, which are made in the light of current economic and business circumstances. Nothing in this report should be construed as a profit forecast.

The Half-Yearly Report was approved by the Board of Directors on 22 May 2024 and the above responsibility statement was signed on its behalf by:

Tim Woodcock

Chair

22 May 2024

Management of the Company

The Board has overall responsibility for the Company's affairs including the determination of its investment policy. Risk is spread by investing in a number of different businesses across different industry sectors. The Investment Manager, Unicorn Asset Management Limited, is responsible for managing sector and stock specific risk and the Board does not impose formal limits in respect of such exposures. However, in order to maintain compliance with HMRC rules and to ensure that an appropriate spread of investment risk is achieved, the Board receives and reviews comprehensive reports from the Investment Manager on a monthly basis. When the Investment Manager proposes to make any investment in an unquoted company, the prior approval of the Board is required. The Board continues to take the need for transparency and independence seriously. When a conflict arises involving a relationship between any Director and an investee or proposed investee company, that Director abstains from any discussion or consideration on any such investment by the Company.

The Administrator, ISCA Administration Services Limited, provides Company Secretarial and Accountancy services to the Company.

Unaudited Condensed Income Statement

for the six months ended 31 March 2024

		Six months ended 31 March 2024 (unaudited)			Six months ended 31 March 2023 (unaudited)			Year ended 30 September 2023 (audited)
		Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Net unrealised losses on investments	7	-	(8,809)	(8,809)	-	(8,773)	(8,773)	-	(8,975)	(8,975)
Net gains on realisation of investments	7	-	2,899	2,899	-	7	7	-	994	994
Income	4	1,262	-	1,262	751	-	751	2,312	-	2,312
Investment management fees	2	(486)	(1,459)	(1,945)	(523)	(1,567)	(2,090)	(1,048)	(3,144)	(4,192)
Other expenses		(406)	-	(406)	(382)	-	(382)	(725)	-	(725)
Profit/ (loss) on ordinary activities before taxation		370	(7,369)	(6,999)	(154)	(10,333)	(10,487)	539	(11,125)	(10,586)
Tax on profit/(loss) on ordinary activities	3	-	-	-	-	-	-	-	-	-
Profit/ (loss) and total comprehensive income after taxation		370	(7,369)	(6,999)	(154)	(10,333)	(10,487)	539	(11,125)	(10,586)
Basic and diluted earnings per share: Ordinary Shares	5	0.21p	(4.20)p	(3.99)p	(0.09)p	(6.23)p	(6.32)p	0.32p	(6.55)p	(6.23)p

All revenue and capital items in the above statement derive from continuing operations of the Company.

The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards ("FRS"). The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice ("AIC SORP") issued in July 2022 by the Association of Investment Companies.

Other than revaluation movements arising on investments held at fair value through Profit or Loss, there were no differences between the profit/(loss) as stated above and at historical cost.

The notes form part of these Half-Yearly financial statements.

Unaudited Condensed Statement of Financial Position

as at 31 March 2024

	Notes	As at 31 March 2024       (unaudited)             £'000	As at 31 March 2023       (unaudited)             £'000	As at 30 September 2023                   (audited) £'000
Non-current assets
Investments at fair value	1e, 7	197,665	205,869	207,531
Current assets
Debtors		385	174	675
Cash and cash equivalents		3,438	13,851	5,357
		3,823	14,025	6,032
Creditors; amounts falling due within one year		(1,948)	(1,473)	(1,707)
Net current assets		1,875	12,552	4,325
Net assets		199,540	218,421	211,856
Share capital and reserves
Called up share capital		1,926	1,741	1,729
Capital redemption reserve		169	129	147
Share premium account		123,741	100,292	100,974
Capital reserve		24,593	46,267	56,883
Special reserve		28,949	59,207	39,040
Profit and loss account		20,162	10,785	13,083
Equity Shareholders' funds		199,540	218,421	211,856
Basic and diluted net asset value per share of 1p each
Ordinary Shares	8	103.58p	125.45p	122.55p

The financial information for the six months ended 31 March 2024 and the six months ended 31 March 2023 have not been audited.

The notes form part of these Half-Yearly financial statements.

Unaudited Condensed Statement of Changes in Equity

for the six months ended 31 March 2024

 

	Called up share capital £'000	Capital redemption reserve £'000	Share premium account £'000	Unrealised capital reserve £'000	Special   reserve* £'000	Profit and loss account* £'000		Total £'000
Six months ended 31 March 2024
At 1 October 2023	1,729	147	100,974	56,883	39,040	13,083		211,856
(Loss)/profit after taxation	-	-	-	(32,290)	-	25,291		(6,999)
Transfer to special reserve	-	-	-	-	(2,014)	2,014		-
Shares issued under Offer for Subscription, net of costs	187	-	19,309	-	-	-		19,496
Net proceeds from DRIS share issue	32	-	3,458	-	-	-		3,490
Shares purchased for cancellation and cancelled	(22)	22	-	-	(2,026)	-		(2,026)
Dividends paid	-	-	-	-	(6,051)	(20,226)		(26,277)
At 31 March 2024	1,926	169	123,741	24,593	28,949	20,162		199,540
Six months ended 31 March 2023
At 1 October 2022	1,640	113	85,063	55,038	68,338	10,934		221,126
Loss after taxation	-	-	-	(8,771)	-	(1,716)		(10,487)
Transfer to special reserve	-	-	-	-	(1,567)	1,567		-
Shares issued under Offer for Subscription, net of costs	111	-	14,508	-	-	-		14,619
Net proceeds from DRIS share issue	6	-	721	-	-	-		727
Shares purchased for cancellation and cancelled	(16)	16	-	-	(1,823)	-		(1,823)
Dividends paid	-	-	-	-	(5,741)	-		(5,741)
At 31 March 2023	1,741	129	100,292	46,267	59,207	10,785		218,421
Year ended 30 September 2023
At 1 October 2022	1,640	113	85,063	55,038	68,338		10,934	221,126
Profit/(loss) after taxation	-	-	-	1,845	-	(12,431)		(10,586)
Transfer to special reserve	-	-	-	-	(14,568)	14,568		-
Shares issued under Offer for Subscription, net of costs	111	-	14,508	-	-	-		14,619
Net proceeds from DRIS share issues	12	-	1,403	-	-	-		1,415
Shares purchased for cancellation and cancelled	(34)	34	-	-	(3,785)	-		(3,785)
Dividends paid	-	-	-	-	(10,945)	12		(10,933)
At 30 September 2023	1,729	147	100,974	56,883	39,040		13,083	211,856

The financial information for the six months ended 31 March 2024 and the six months ended 31 March 2023 have not been audited.

The profit and loss account comprises the revenue reserve of £237,000 and the realised capital reserve of £19,925,000.

*The special reserve and profit and loss account are distributable to Shareholders. The special reserve is used to fund market purchases of the Company's own shares, to make distributions and to write-off existing and future losses.

The notes form part of these Half-Yearly financial statements.

Unaudited Condensed Statement of Cash Flows

for the six months ended 31 March 2024

	Notes	Six months ended  31 March 2024 (unaudited) £'000	Six months ended 31 March 2023 (unaudited) £'000	Year ended 30 September 2023 (audited) £'000
Operating activities
Investment income received		1,587	1,119	2,145
Investment management fees paid		(2,072)	(2,133)	(4,227)
Other cash payments		(476)	(440)	(766)
Net cash outflow from operating activities		(961)	(1,454)	(2,848)
Investing activities
Purchase of investments	7	(18,795)	(2,100)	(7,604)
Purchase of money market funds	7	(35,000)	(14,000)	(19,000)
Sale of investments	7	34,781	8	2,636
Sale of money market funds	7	23,000	-	7,000
Net cash inflow/(outflow) from investing activities		3,986	(16,092)	(16,968)
Net cash inflow/(outflow) before financing		3,025	(17,546)	(19,816)
Financing
Dividends paid	6	(22,768)	(5,014)	(9,483)
Unclaimed dividends returned		-	-	504
Shares issued under Offer for Subscription (net of transaction costs paid in the period)		19,850	14,881	14,619
Expenses of DRIS share issues		-	-	(35)
Shares repurchased for cancellation		(2,026)	(2,221)	(4,183)
Net cash (outflow)/inflow from financing		(4,944)	7,646	1,422
Net (decrease) in cash and cash equivalents		(1,919)	(9,900)	(18,394)
Cash and cash equivalents at start of period		5,357	23,751	23,751
Cash and cash equivalents at end of period		3,438	13,851	5,357
Reconciliation of operating loss to net cash outflow from operating activities
Loss for the period		(6,999)	(10,487)	(10,586)
Net unrealised losses on investments		8,809	8,773	8,975
Net gains on realisation of investments		(2,899)	(7)	(994)
Transaction costs		(60)	-	(1)
Decrease/(increase) in debtors and prepayments		319	341	(160)
(Decrease) in creditors and accruals		(131)	(72)	(80)
Reconciling items - dividends reinvested		-	(2)	(2)
Net cash outflow from operating activities		(961)	(1,454)	(2,848)

The financial information for the six months ended 31 March 2024 and the six months ended 31 March 2023 have not been audited.

The notes form part of these Half-Yearly financial statements.

 

Notes to the unaudited financial statements

for the six months ended 31 March 2024

1.  Principal accounting policies

 

a)      Statement of compliance

The Company's Financial Statements for the six months to 31 March 2024 have been prepared under UK Generally Accepted Accounting Practice ("UK GAAP") and the Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('the SORP') issued in July 2022 by the Association of Investment Companies.

The financial statements have been prepared in accordance with the accounting policies set out in the statutory accounts for the year ended 30 September 2023.

b)      Financial information

The financial information contained in this report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The financial information for the periods ended 31 March 2024 and 31 March 2023 have not been audited or reviewed by the Company's Auditor pursuant to the Auditing Practices Board guidance on such reviews. The information for the year to 30 September 2023 has been extracted from the latest published Annual Report and Financial Statements, which have been lodged with the Registrar of Companies, contained an unqualified auditors' report and did not contain a statement required under Section 498 (2) or (3) of the Companies Act 2006.

c)      Going concern

After due consideration, the Directors believe that the Company has adequate resources for the foreseeable future and that it is appropriate to apply the going concern basis in preparing the financial statements. As at 31 March 2024, the Company held cash balances of £3.4 million and a further £27.9 million is held in OEIC funds and a Unit Trust. A large proportion of the Company's investment portfolio remains invested in AIM and fully listed equities which may be realised, subject to the need for the Company to maintain its VCT status. Cash flow projections covering a period of twelve months from the date of approving the financial statements have been reviewed and show that the Company has sufficient funds to meet both contracted expenditure and any discretionary cash outflows from buybacks and dividends. The Company has no external loan finance in place and is therefore not exposed to any gearing covenants.

d)      Presentation of the Income Statement

In order to better reflect the activities of a VCT and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Statement of Comprehensive Income. The revenue column of profit attributable to Shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Section 274 Income Tax Act 2007.

e) Investments

All investments held by the Company are classified as "fair value through profit or loss", in accordance with FRS102. This classification is followed as the Company's business is to invest in financial assets with a view profiting from their total return in the form of capital growth and income and in accordance with the Company's risk management and investment policy. In the preparation of the valuation of assets, in accordance with current IPEV guidelines, the Directors are required to make judgements and estimates that are reasonable and incorporate their knowledge of the performance of the investee companies.

·    For investments actively traded on organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time frame determined by the relevant market.

·    For level 2 investments fair value is determined by the Net Asset Value of the OEICs at the Balance Sheet date.

·    Unquoted investments are reviewed at least quarterly to ensure that the fair values are appropriately stated and are valued in accordance with current IPEV guidelines as updated in December 2022, which relies on subjective estimates. Fair value is established by assessing different methods of valuation, such as price of recent transaction, sales multiples, earnings multiples, discounted cash flows and net assets. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional.

·     Where a company's underperformance against plan indicates a diminution in the value of the investment, provision against cost is made, as appropriate. Where it is considered the value of an investment has fallen permanently below cost, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment Manager, will agree the values that represent the extent to which an investment loss has become realised. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value.

·   Redemption premiums on loan stock investments are recognised at fair value when the Company receives the right to the premium and when considered recoverable.

f)     Capital reserves

(i) Realised (included within the Profit and Loss Account reserve)

The following are accounted for in these reserves:

               • the costs associated with the running of the Company;

• gains and losses on realisation of investments;

• permanent diminution in value of investments; and

• transaction costs incurred in the acquisition of investments.

(ii) Unrealised capital reserve (Revaluation reserve)

Increases and decreases in the valuation of investments held at the period end are accounted for in this reserve, except to the extent that the diminution is deemed permanent.

In accordance with stating all investments at fair value through profit or loss, all such movements through both unrealised and realised capital reserves are shown within the Income Statement for the period.

(iii) Special reserve

The costs of share buybacks are charged to this reserve. In addition, any realised losses on the sale of investments, and 75% of the management fee expense, and the related tax effect, are transferred from the Profit and Loss Account reserve to this reserve. This reserve can also be used for distributions made by the Company.

(iv) Capital redemption reserve

Represents the nominal value of the shares purchased and cancelled.

(v) Share premium account

Represents the amount received in excess of nominal value on the issue of shares.

(vi) Share capital

Represents the nominal value of the shares issued.

2.   Investment Management Fees

Unicorn Asset Management Limited ("UAML") receives an annual management fee, calculated and payable quarterly in arrears, of 2.0% of the net asset value of the Company, excluding the value of the investments in the OEIC which is also managed by UAML, up to net assets of £200 million, 1.5% of net assets in excess of £200 million and 1.0% of net assets in excess of £450 million. If the Company raises further funds during a quarter the net asset value for that quarter is reduced by an amount equal to the amount raised, net of costs, multiplied by the percentage of days in that quarter prior to the funds being raised.

The Directors have charged £1,459,000, 75% of the investment management fees to the capital reserve and the balance of 25%, being £486,000, to revenue.

At 31 March 2024, £904,000 payable to the Investment Manager is included in creditors due within one year.

3.  Taxation

The total allowable expenses exceed income hence there is no tax charge for the period.

4.  Income

	Six months ended 31 March 2024 (unaudited) £'000	Six months ended 31 March 2023 (unaudited) £'000	Year ended 30 September 2023 (audited) £'000
Equity dividends	861	608	1,590
Unicorn managed OEICs (including reinvested dividends)	58	65	193
Other OEICs and Unit Trusts	298	2	266
Bank interest	54	76	115
Loan stock interest	(9)	-	148
	1,262	751	2,312

5.  Basic and diluted earnings and return per share

`	Six months   ended   31 March 2024   (unaudited)	Six months   ended   31 March 2023   (unaudited)	Year ended   30 September    2023   (audited)
Total earnings after taxation (£'000)	(6,999)	(10,487)	(10,586)
Basic and diluted earnings per share (pence)	(3.99)	(6.32)	(6.23)
Net revenue from ordinary activities after taxation (£'000)	370	(154)	539
Basic and diluted revenue earnings per share (pence)	0.21	(0.09)	0.32
Total capital return after taxation (£'000)	(7,369)	(10,333)	(11,125)
Basic and diluted capital earnings per share (pence)	(4.20)	(6.23)	(6.55)
Weighted average number of shares in issue in the period	175,546,429	165,899,485	169,795,766

There are no instruments in place that may increase the number of shares in issue in the future. Accordingly, the above figures represent both basic and diluted earnings per share.

6.  Dividends

	Six months ended 31 March 2024 (unaudited) £'000	Six months ended 31 March 2023 (unaudited) £'000	Year ended 30 September 2023 (audited) £'000
Amounts recognised as distributions to equity holders in the period:
Interim capital dividend of nil pence (2023: 3.0 pence) per share for the year ended 30 September 2023 paid on 11 August 2023	-	-	5,204
Final capital dividend of 3.5 pence (2023: 3.5 pence) per share for the year ended 30 September 2023 paid on 14 February 2024	6,051	5,741	5,741
Special interim capital dividend of 11.7 pence (2023: nil pence) per share for the year ended 30 September 2024 paid on 14 February 2024	20,226	-	-
Total dividends paid in the period*	26,277	5,741	10,945
Unclaimed dividends returned	‑	‑	(12)
Total dividends	26,277	5,741	10,933

* The difference between total dividends paid and that shown in the Condensed Cash Flow Statement is £3,509,000, which is the amount of dividends reinvested under the Dividend Reinvestment Scheme ("DRIS").

7.  .Investments at fair value

	Fully  listed  £'000	Traded on AIM £'000	Unlisted shares £'000	Unlisted loan stock £'000	Other Funds*** £'000	Total £'000
Book cost at 30 September 2023	8,357	126,473	14,488	500	16,496	166,314
Unrealised (losses)/ gains at 30 September 2023	(1,055)	42,352	16,524	-	(938)	56,883
Permanent impairment in value of investments	-	(11,020)	(4,646)	-	-	(15,666)
Opening valuation at 30 September 2023	7,302	157,805	26,366	500	15,558	207,531
Shares delisted *	-	(4,851)	4,851	-	-	-
Purchases at cost	9,917	8,878	-	-	35,000	53,795
Sale proceeds	(3,387)	(30,346)	(578)	(500)	(23,000)	(57,811)
Net realised gains**	134	2,476	352	-	(3)	2,959
Movement in unrealised gains	557	(8,147)	(1,576)	-	357	(8,809)
Closing valuation at 31 March 2024	14,523	125,815	29,415	-	27,912	197,665
Book cost at 31 March 2024	16,632	122,213	19,131	-	28,604	186,580
Unrealised (losses)/gains at 31 March 2024	(2,109)	7,612	19,782	-	(692)	24,593
Permanent impairment in value of investments	-	(4,010)	(9,498)	-	-	(13,508)
Closing valuation at 31 March 2024	14,523	125,815	29,415	-	27,912	197,665

*Shares delisted the period relate to The British Honey Company (£3,101,000) and Trackwise Designs (£1,750,000),

** Transaction costs on the purchase and disposal of investments of £60,000 were incurred in the period. These have not been deducted from the realised gains shown above of £2,959,000 but have been deducted in arriving at gains on realisation of investment disclosed in the Income Statement of £2,899,000.

*** Other funds include the Unicorn Ethical Fund and the Royal London Short Term Money Market Fund which are both OEICs and the BlackRock Cash Fund which is a Unit Trust.

Note: Permanent impairments of £13,508,000 continue to be held in respect of losses on investments held at the period end.The reduction in impairments of £2,158,000 relate to Osirium Technologies (£1,971,000) which was sold and Le Chameau Group (£187,000) which was dissolved during the period.

   Reconciliation of cash movements in investment transactions

The difference between the purchases in Note 7 above and that shown in the Condensed Cash Flow Statement. is £30,000 which is a trade outstanding at the period end.

Fair value hierarchy

The table below sets out fair value measurements using FRS 102 s11.27 fair value hierarchy. The Company has one class of assets, being at fair value through profit or loss.

	Level 1 £000	Level 2 £'000	Level 3 £'000	Total £'000
At 31 March 2024
Equity investments	140,338	-	29,415	169,753
Open ended investment companies *	-	27,912	-	27,912
Total	140,338	27,912	29,415	197,665
At 31 March 2023
Equity investments	161,333	-	26,617	187,950
Loan stock investments	-	-	250	250
Open ended investment companies *	-	17,669	-	17,669
Total	161,333	17,669	26,867	205,869
At 30 September 2023
Equity investments	165,107	-	26,366	191,473
Loan stock investments	-	-	500	500
Open ended investment companies *	-	15,558	-	15,558
Total	165,107	15,558	26,866	207,531

* Open ended companies include the Unicorn Ethical Fund and the Royal London Short Term Money Market Fund which are both OEICs and the BlackRock Cash Fund which is a Unit Trust.

There are currently no financial liabilities at fair value through profit or loss.

Categorisation within the hierarchy has been determined on the lowest level input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 - valued using quoted prices in active markets for identical assets.

Level 2 - valuation by reference to valuation techniques using directly observable inputs other than quoted prices included within Level 1.

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

The valuation techniques used by the Company are explained in the accounting policies in Note 1.

The fair value of unquoted investments, categorised as Level 3, is established by assessing different methods of valuation, such as price of recent transaction, sales multiples, earnings multiples, discounted cash flows and net assets, therefore no assumptions are disclosed, or sensitivity analysis provided.

A reconciliation of fair value measurements in Level 3 is set out below:

	Equity   Investments  £'000	Loan stock   Investments  £'000	Total  £'000
Opening balance at 1 October 2023	26,366	500	26,866
Shares delisted	4,851	-	4,851
Sales	(578)	(500)	(1,078)
Total gains/(losses)/gains included in losses on investments in the Condensed Income Statement
- on assets sold	352	-	352
- on assets held at the period end	(1,576)	-	(1,576)
Closing balance at 31 March 2024	29,415	-	29,415

8. Net asset values

	At 31 March 2024 (unaudited)	At 31 March 2023 (unaudited)	At 30 September 2023 (audited)
Net assets	£199,540,000	£218,421,000	£211,856,000
Number of shares in issue	192,635,379	174,104,558	172,876,156
Net asset value per share	103.58p	125.45p	122.55p

9.  Post balance sheet events

There are no post balance sheet events to report.

10.  Related party transactions

During the first six months of the financial year, no transactions with related parties have taken place which have materially affected the financial position or the performance of the Company.

11.  Copies of the Half Yearly Report

Copies of the Half Yearly Report will be available for download on the Company's website: www.unicornaimvct.co.uk.

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of this announcement.

A copy of the 2024 Half Yearly Report will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

END